ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

among

GS MORTGAGE SECURITIES CORP.,
as Assignor

CITIBANK, N.A., AS TRUSTEE,
as Assignee

COUNTRYWIDE HOME LOANS, INC.,
as Seller

and

COUNTRYWIDE HOME LOANS SERVICING LP,
as Servicer

and as acknowledged by

WELLS FARGO BANK, N.A.,

as Master Servicer

Dated as of

April 1, 2006

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

This Assignment, Assumption and Recognition Agreement (this Assignment Agreement) dated as of April 1, 2006, is among Countrywide Home Loans, Inc., as seller (the Seller), Countrywide Home Loans Servicing LP, a Texas limited partnership (the Servicer), Citibank, N.A. (Citibank), not in its individual capacity, but solely as trustee on behalf of GSR Mortgage Loan Trust 2006-AR2 (the Assignee or the Trustee), and GS Mortgage Securities Corp., a Delaware corporation (the Assignor), and is acknowledged by Wells Fargo Bank, N.A. (Wells Fargo), as master servicer (in such capacity, the Master Servicer):

WHEREAS, Goldman Sachs Mortgage Company (GSMC) and the Servicer have entered into that certain Servicing Agreement dated as of July 1, 2004, as amended (the Servicing Agreement), pursuant to which the Servicer agreed to service for the benefit of GSMC certain mortgage loans listed on the mortgage loan schedule attached as an exhibit to each Purchase Confirmation (as defined in the Sale Agreement);

WHEREAS, GSMC and the Seller have entered into that certain Master Mortgage Loan Purchase Agreement dated as of July 1, 2004, as amended (the Sale Agreement), between the Seller and GSMC pursuant to which the Seller sold to GSMC certain mortgage loans listed on the mortgage loan schedule attached as an exhibit to each Purchase Confirmation (as defined in the Sale Agreement);

WHEREAS, GSMC has assigned and conveyed (i) certain mortgage loans (the Mortgage Loans), which Mortgage Loans are subject to the provisions of the Sale Agreement and the Servicing Agreement, to the Assignor pursuant to an Assignment, Assumption and Recognition Agreement dated as of April 1, 2006 (the Seller Assignment Agreement), among GSMC, the Assignor and the Seller and (ii) its rights with respect to the Mortgage Loans, as Owner under the Servicing Agreement, to the Assignor pursuant to an Assignment, Assumption and Recognition Agreement dated as of April 1, 2006 (the Servicer Assignment Agreement), among GSMC, the Assignor and the Servicer.  Each of the Servicer Assignment Agreement and Seller Assignment Agreement is referred to herein as a GSMC Assignment Agreement;

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, which Mortgage Loans are listed on the mortgage loan schedule attached as Exhibit 1 hereto (the Mortgage Loan Schedule); and

WHEREAS, pursuant to a Master Servicing and Trust Agreement dated as of April 1, 2006 (the Trust Agreement), among the Assignor, as depositor, the Trustee, JPMorgan Chase Bank, National Association, as a custodian (a Custodian), Wells Fargo, as securities administrator, Master Servicer and a custodian (a Custodian), and Deutsche Bank National Trust Company, as a custodian (a Custodian and, together with JPMorgan Chase Bank, National Association and Wells Fargo, the Custodians), the Assignor will transfer the Mortgage Loans to the Trustee, together with the Assignors rights and obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, and the Assignors rights and obligations under the Sale Agreement, 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.

The Assignor hereby grants, transfers and assigns to the Assignee all of the right, title, interest and obligations of the Assignor, as Purchaser, in, to and under the Mortgage Loans, the GSMC Assignment Agreement and the Sale Agreement, but only to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and as Owner under the Servicing Agreement, but only to the extent relating to the Mortgage Loans.

The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignors ownership interest in the Mortgage Loans since the date of the Sale Agreement.

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 to the extent permitted by such Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

2.

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 permitted successors and assigns.

The Servicer represents and warrants to the Assignee that (a) the Servicing Agreement is in full force and effect as of the date hereof, (b) the provisions thereof have not been waived, amended or modified in any respect except as provided herein, or in the Servicer Assignment Agreement, nor have any notices of termination been given thereunder, and (c) the Servicer is servicing each Mortgage Loan pursuant to the terms of the Servicing Agreement.

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 and the Master Servicer, acting on behalf of the Trustee as the owner of the Mortgage Loans, shall have the same rights and obligations as were assigned by GSMC, in its capacity as the original Owner under the Servicing Agreement, to the Assignor under the GSMC Assignment Agreement, and further assigned hereunder by the Assignor to the Trustee, on behalf of the trust formed pursuant to the Trust Agreement.  Such rights that the Master Servicer may enforce 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 the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Assignor and the Assignee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer or Assignee, as applicable, or (ii) the failure of the Master Servicer or the Assignee, as applicable, to perform the obligations of the Assignee with respect to the Assignment Agreement or of the Owner with respect to the servicing provisions of the Servicing Agreement.

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 Trustee, as designated in writing by the Trustee, at the address set forth in Section 10 hereof.  All remittances required to be made to the Trustee, 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:

WELLS FARGO BANK, NA

ABA# 121000248

FOR CREDIT TO: SAS CLEARING

ACCT: 3970771416

REFERENCE: GSR 2006-AR2 Acct #50914100

Notwithstanding anything to the contrary in the Servicing Agreement, with respect to the Mortgage Loans, not later than the tenth (10^th) 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 as set forth in Exhibit 6 or in a mutually agreed-upon format, (b) default loan data as set forth in Exhibit 7 hereto or in a format mutually agreed upon between the Servicer and the Master Servicer and (c) information regarding the realized losses and gains as set forth in Exhibit 5 hereto or in a 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 reasonably necessary and available with respect to the information required pursuant to clause (i)(c) above.

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