EXECUTION

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

among

GS MORTGAGE SECURITIES CORP.,

as Assignor

CITIBANK N.A., AS TRUSTEE,

as Assignee

and

GMAC MORTGAGE CORPORATION,

as Seller and 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 made this 1st day of April, 2006 (this Assignment Agreement), is among GMAC Mortgage Corporation, a Pennsylvania corporation, servicer (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 or the Depositor), and is acknowledged by Wells Fargo Bank, N.A. (Wells Fargo), as master servicer (the Master Servicer).

WHEREAS, Goldman Sachs Mortgage Company (GSMC) and the Servicer have entered into a certain Amended and Restated Flow Sale and Servicing Agreement dated as of January 1, 2006 (the Servicing Agreement) pursuant to which the Servicer sold certain mortgage loans listed on the mortgage loan schedule attached as Exhibit 1 (the Mortgage Loans);

WHEREAS, GSMC, the Assignor and the Servicer have entered into the Assignment, Assumption and Recognition Agreement dated as of April 1, 2006 (the GSMC Assignment Agreement), pursuant to which GSMC has sold to the Assignor the Mortgage Loans and assigned its rights under the Mortgage Loans and the Servicing Agreement to the Assignor; 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 Assignee, as Trustee, JPMorgan Chase Bank, National Association, as a custodian (the JPM Custodian), Wells Fargo, as securities administrator, master servicer (in such capacity, the Master Servicer) and a custodian, and Deutsche Bank National Trust Company, as a custodian, the Assignor will transfer the Mortgage Loans to the Trustee, together with the Assignors rights in the Servicing Agreement;  

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 GSMC Assignment Agreement and 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 Assignors obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement 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 Assignors ownership interest in the Mortgage Loans since the date of the GSMC Assignment Agreement.

(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.

2.

Accuracy of Servicing Agreement.

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) other than as specified herein, the Servicing Agreement has not been amended or modified in any respect and (iv) no notice of termination has been given to the Servicer under the Servicing Agreement.  The Servicer, in its capacity as seller under the Servicing Agreement, further represents and warrants that the representations and warranties contained in Section 3.01 of the Servicing Agreement are true and correct on and as of April 28, 2006.

3.

Recognition of Purchaser.

(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.

(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, acting as agent of the Trustee (except that the Master Servicer shall not be responsible for supervising the servicing of defaulted Mortgage Loans and REO Properties).  Such rights that Master Servicer may enforce on behalf of the Trustee 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 Trustee, as designated 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, N.A.

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 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 the format set forth in Exhibit 6, (b) default loan data in the format set forth in Exhibit 7 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 4 and Exhibit 5 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.

4.

Representations and Warranties of the Assignee.  The Assignee hereby represents and warrants to the Assignor 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 Servicing Agreement.  

(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).

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