ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “ Assignment Agreement ”) made this 26th day of February 2007 (the “ Closing Date ”), JPMorgan Chase Bank, National Association (the “ Servicer ”), Chase Home Finance LLC (the “ Seller ”), Bank of America, National Association (the “ Assignor ”) and Goldman Sachs Mortgage Company (the “ Assignee ”).

WHEREAS, the Assignor, the Servicer, the Seller and J.P. Morgan Mortgage Acquisition Corp. (“ JPMMAC ”) have entered into certain Assignment, Assumption and Recognition Agreements, dated as of April 27, 2006 and May 17, 2006 (the “ Chase AARs ”), pursuant to which JPMMAC sold to the Assignor certain mortgage loans (the “ Mortgage Loans ”) listed on the mortgage loan schedule attached as Exhibit 1 hereto (the “ Mortgage Loan Schedule ”) and assigned the certain Flow Mortgage Loan Purchase, Warranties and Servicing Agreement, dated as of May 1, 2004, as amended by Amendment No. 1, dated as of January 1, 2005, Amendment No. 2, dated as of December 1, 2005 and Amendment Reg AB, dated as of January 1, 2006, each by and among JPMMAC, the Servicer and the Seller (collectively, the “ 2004 Purchase and Servicing Agreement ”) to the extent relating to the Mortgage Loans, and only the Mortgage Loans;

WHEREAS, pursuant to the Chase AARs, the Servicer additionally agreed to service the Mortgage Loans in accordance with the certain Mortgage Loan Purchase, Warranties and Servicing Agreement, dated as of January 1, 2005, between the Assignor and the Seller (the “ 2005 Purchase and Servicing Agreement ” and together with the 2004 Purchase and Servicing Agreement, the “ Purchase and Servicing Agreements ”) for the benefit of the Assignor and its successors and assigns;

WHEREAS, the Assignor and the Servicer have previously entered into the certain Amendment Reg AB, dated as of January 1, 2006 (the “ Amendment Reg AB ”), the terms of which are incorporated by reference herein for the purposes provided herein and made part hereof;

WHEREAS, pursuant to the Chase AARs, the Servicer and the Seller made certain representations and warranties regarding the Mortgage Loans pursuant to the 2004 Purchase and Servicing Agreement;

WHEREAS, the Assignee desires, and the Servicer has agreed, that the Servicer shall continue to service the Mortgage Loans in accordance with the terms of the 2005 Purchase and Servicing Agreement and that the Amendment Reg AB shall be applicable to the Mortgage Loans on and after this date; and

WHEREAS, the Assignee has agreed on certain terms and conditions to purchase from the Assignor the Mortgage Loans, which Mortgage Loans are subject to the provisions of the Purchase and Servicing Agreements;

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, to and under the Mortgage Loans and the Purchase and Servicing Agreements, to the extent relating to the Mortgage Loans, and only 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 and Servicing Agreements (as amended hereby), to the extent relating to the Mortgage Loans, and only the Mortgage Loans, from and after the date hereof, and the Servicer and the Seller hereby acknowledge such assignment and assumption and hereby agree to the release of the Assignor from any obligations under the Purchase and Servicing Agreements from and after the date hereof, to the extent relating to the Mortgage Loans, and only the Mortgage Loans.

(b)   Simultaneously with the execution of this Assignment Agreement, on February 26, 2007, the Assignee shall pay to the Assignor the purchase price as calculated pursuant to the trade confirmation dated as of January 3, 2007 (the “ Trade Confirmation ”), by and between the Assignee and the Assignor. The Assignee shall pay the purchase price payable under the Trade Confirmation by wire transfer of immediately available funds to the account specified by the Assignor. The Assignee shall be entitled to all scheduled payments due on the Mortgage Loans after February 1, 2007 (the “ Assigned Loans Cut-off Date ”) and all unscheduled payments or other proceeds or other recoveries on the Mortgage Loans received on and after the Assigned Loans Cut-off Date except as otherwise specified in the Trade Confirmation.

(c)   The Servicer, the Seller and the Assignor shall have the right to amend, modify or terminate the Purchase and Servicing Agreements without the consent 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 the Purchase and Servicing Agreements .

The Servicer, the Seller and the Assignor each represent and warrant to the Assignee that (i) attached hereto as Exhibit 2 are true, accurate and complete copies of the Purchase and Servicing Agreements, the Amendment Reg AB and the Chase AARs, (ii) the Purchase and Servicing Agreements and the Chase AARs are in full force and effect as of the date hereof, (iii) the Purchase and Servicing Agreements and the Chase AARs have not been amended or modified in any respect and (iv) no notice of termination has been given to such party under the Purchase and Servicing Agreements.

3.   Recognition of the Assignee .

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 2005 Purchase and Servicing Agreement (including without limitation Articles IV through XII as they relate to the servicing and reconstitution of the Mortgage Loans) and the Amendment Reg AB, the terms of which are incorporated herein by reference. The Assignee shall be entitled to all of the rights and remedies of the Purchaser (as defined in the 2005 Purchase and Servicing Agreement) under the 2005 Purchase and Servicing Agreement for any failure of the Servicer to service the Mortgage Loans in accordance with the terms of the 2005 Purchase and Servicing Agreement. An account has been established as a Custodial Account pursuant to Section 4.04 of the 2005 Purchase and Servicing Agreement, designated as “Chase Home Finance LLC, as subservicer for JPMorgan Chase Bank, National Association, in trust for Goldman Sachs Mortgage Company, owner of various whole loan series P&I.” Another separate account has been established as an Escrow Account pursuant to Section 4.06 of the 2005 Purchase and Servicing Agreement, designated as “Chase Home Finance LLC, as subservicer for JPMorgan Chase Bank, National Association, in trust for Goldman Sachs Mortgage Company, owner of various whole loan series and various mortgagors T&I.” From and after the date hereof, the Seller shall note the transfer of the Mortgage Loans to the Assignee in its books and records and shall recognize the Assignee as the owner of the Mortgage Loans.

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

(a)   The Assignee is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Assignor, the Seller or the Servicer other than those contained in the Purchase and Servicing Agreements or this Assignment Agreement.

(b)   The Assignee is duly and legally authorized to enter into this Assignment Agreement and to perform its obligations hereunder and under the Purchase and Servicing Agreements.

(c)   This Assignment Agreement has been duly authorized, executed and delivered by the Assignee 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 Servicer .

The Servicer hereby warrants and represents to, and covenants with, the Assignee that:

(a)   The representations and warranties contained in Section 3.01 of the 2004 Purchase and Servicing Agreement (as amended hereby), are deemed to be made as of the date of this Assignment Agreement, and all such representations and warranties are true and correct as of the date of this Assignment Agreement.

(b)   The Servicer has serviced the Mortgage Loans in accordance with the terms of the Purchase and Servicing Agreements, as applicable, and provided accurate statements pursuant to Section 5.02 thereof and otherwise complied with all covenants and obligations thereunder.

(c)   The Servicer has taken no action or omitted to take any required action the omission of which would have the effect of impairing any mortgage insurance or guarantee on the Mortgage Loans.

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

(a)   The Assignor has been duly organized and is validly existing as a national banking association under the laws of the United States with full power and authority (corporate and other) to enter into and perform its obligations under the Purchase and Servicing Agreements and this Assignment Agreement.

(b)   This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other