Common use of Assignment, Assumption and Conveyance Clause in Contracts

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 (the "Mortgage Loans"), (b) the Representations and Warranties Agreement, dated as of August 25, 2006, between Goldman Sachs Mortgage Company and the Assignor (the "Representationx xxx Xarranties Agreement") and (d) solely insofar as it relates to the Mortgage Loans, that certain Servicing Agreement, dated as of June 30, 2006 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxx, the "Owner") and the Servicer. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Trust Agreement, dated as of August 1, 2006 (the "Trust Agreement"), among the Depositor, Deutsche Bank, as Trustee and as a custodian, U.S. Bank National Association, as a custodian, JPMorgan Chase Bank, National Association, as a custodian and Wells Fargo, as Securities Administrator.

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) certain mortgage loans acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Conduit Moxxxxxx Lxxxx") and those certain mortgage loans originated or acquired by each of Ameriquest Mortgage Company (the "Ameriquest Mortgage Loans") and First National Bank of Nevada (the "FNBN Mortgage Loans" and, together with the Conduit Mortgage Loans and the Ameriquest Mortgage Loans, the "Mortgage Loans") listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 (the "Mortgage Loans")A, and (b) the Representations and Warranties Agreement, dated as of August 25, 2006, between Goldman Sachs Mortgage Company and the Assignor (the "Representationx xxx Xarranties Agreement") and (d) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30January 1, 2006 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company the Assignor, as predecessor to the Assignor owner (in suxx xxxxcxxx, the "Owner") and the ServicerCompany. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Trust Agreement, dated Agreement (as of August 1, 2006 (the "Trust Agreement"defined below), among the Depositor, Deutsche Bank, as Trustee and as a custodian, U.S. Bank National Association, as a custodian, JPMorgan Chase Bank, National Association, as a custodian and Wells Fargo, as Securities Administrator.

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 A (the "Mortgage Loans"), (b) the Representations and Warranties Agreement, dated as of August 25February 24, 2006, between Goldman Sachs Mortgage Company and the Assignor (the "Representationx xxx Xarranties Representatxxxx xxd Xxxxanties Agreement") and (d) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30May 1, 2006 2005 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxxxxxx xapacity, the "Owner") and the Servicer. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Master Servicing and Trust Agreement, dated as of August February 1, 2006 (the "Trust Agreement"), among the Depositor, Deutsche Bank, as Trustee and as a custodianthe Trustee, U.S. Bank National Association, as a custodiantrustee, JPMorgan Chase Bank, National Association, as a custodian master servicer (in such capacity, the "Master Servicer") and Wells Fargoas securities administrator (in such capacity, as the "Securities Administrator"), U.S. Bank National Association, Deutsche Bank National Trust Company and JPMorgan Chase Bank, National Association, each as a custodian.

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 A (the "Mortgage Loans"), (b) the Representations and Warranties Agreement, dated as of August 25March 2, 2006, between Goldman Sachs Mortgage Company and the Assignor (the "Representationx Representations xxx Xarranties Xxrxxxxxes Agreement") and (d) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30May 1, 2006 2005 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxxsucx xxxxxity, the "Owner") and the Servicer. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Master Servicing and Trust Agreement, dated as of August February 1, 2006 (the "Trust Agreement"), among the Depositor, Deutsche Bank National Trust Company, as trustee, Wells Fargo Bank, N.A., as Trustee master servicer (in such capacity, the "Maxxxx Servicer") and as a custodiansecurities administrator (in such capacity, the "Securities Administrator"), U.S. Bank National Association, as a custodian, Deutsche Bank National Trust Company and JPMorgan Chase Bank, National Association, each as a custodian and Wells Fargo, as Securities Administratorcustodian.

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 A (the "Mortgage Loans"), (b) the Representations and Warranties Agreement, dated as of August 25May 26, 2006, between Goldman Sachs Mortgage Company and the Assignor (the "Representationx xxx Xarranties Representaxxxxx xnx Xxxranties Agreement") and (d) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30May 1, 2006 2005 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxxix xxxx capacity, the "Owner") and the Servicer. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Master Servicing and Trust Agreement, dated as of August May 1, 2006 (the "Trust Agreement"), among the Depositor, the Trustee, Deutsche BankBank National Trust Company, as Trustee and as a custodian, U.S. Bank National Association, as a custodian, custodian and JPMorgan Chase Bank, National Association, as a custodian and Wells Fargomaster servicer (in such capacity, the "Master Servicer"), as Securities Administratorsecurities administrator and as a custodian.

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) certain mortgage loans acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Conduit Moxxxxxx Loans") and those certain mortgage loans originated or acquired by First National Bank of Nevada (the "FNBN Mortgage Loans Loans" and, together with the Conduit Mortgage Loans, the "Mortgage Loans") listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 (the "Mortgage Loans")A, (b) the Representations and Warranties Agreement, dated as of August 25November 30, 2006, between Goldman Sachs Mortgage Company ("GSMC") and the Assignor (the "Representationx xxx Xarranties Reprxxxxxxxixxx xnd Warranties Agreement") ), and (dc) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30January 1, 2006 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxxsxxx xxxacity, the "Owner") and the Servicer, as amended by the Step 1 Assignment Agreement. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Master Servicing and Trust Agreement, dated as of August November 1, 2006 (the "Trust Agreement"), among the Depositor, Deutsche Bank, as Trustee and as a custodian, U.S. The Bank of New York Trust Company, National Association, as a custodian, JPMorgan Chase Bank, U.S. Bank National Association, as a custodian and Wells Fargo, as Securities AdministratorMaster Servicer, securities administrator and as a xxxxxdian.

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 A (the "Mortgage Loans"), (b) the Representations and Warranties Agreement, dated as of August 25April 28, 2006, between Goldman Sachs Mortgage Company and the Assignor (the "Representationx Representatixxx xxx Xarranties Warranties Agreement") and (d) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30May 1, 2006 2005 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxxxxxx xxpxxxxx, the "Owner") and the Servicer. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Master Servicing and Trust Agreement, dated as of August April 1, 2006 (the "Trust Agreement"), among the Depositor, the Trustee, Deutsche Bank, as Trustee and as a custodian, U.S. Bank National Association, as a custodian, Wells Fargo Bank, N.A., as a custodian, JPMorgan Chase Bank, National AssociationNatioxxx Xssociation, as a custodian and Wells Fargo, as Securities Administratormaster servicer, securities administrator and as a xxxxodian.

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 (the "Mortgage Loans"), (b) the Representations and Warranties Agreement, dated as of August 25April 28, 2006, between Goldman Sachs Mortgage Company and the Assignor (the "Representationx Representatixxx xxx Xarranties Warranties Agreement") and (d) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30January 1, 2006 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxxxxxx xxpxxxxx, the "Owner") and the Servicer. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Master Servicing and Trust Agreement, dated as of August April 1, 2006 (the "Trust Agreement"), among the Depositor, the Trustee, Deutsche Bank, as Trustee and as a custodian, U.S. Bank National Association, as a custodian, JPMorgan Chase Bank, National Association, as a custodian and Wells Fargo, as Securities Administratormaster servicer and securities administrator.

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 A (the "Mortgage Loans"), (b) the Representations and Warranties Agreement, dated as of August 25March 30, 2006, between Goldman Sachs Xxxxxxx Xxxxx Mortgage Company and the Assignor (the "Representationx xxx Xarranties Representations and Warranties Agreement") and (d) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30January 1, 2006 (the "Servicing Agreement"), by and between Goldman Xxxxxxx Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxxsuch capacity, the "Owner") and the Servicer. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Master Servicing and Trust Agreement, dated as of August March 1, 2006 (the "Trust Agreement"), among the Depositor, the Trustee, Deutsche BankBank National Trust Company, as Trustee and as a custodian, U.S. Bank National Association, as a custodian, custodian and JPMorgan Chase Bank, National Association, as a custodian and Wells Fargomaster servicer (in such capacity, the "Master Servicer"), as Securities Administratorsecurities administrator and as a custodian.

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) certain mortgage loans acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Conduit Moxxxxxx Loans") and those certain mortgage loans originated or acquired by each of Ameriquest Mortgage Company (the "Ameriquest Mortgage Loans") and First National Bank of Nevada (the "FNBN Mortgage Loans" and, together with the Conduit Mortgage Loans and the Ameriquest Mortgage Loans, the "Mortgage Loans") listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 (the "Mortgage Loans")A, (b) the Representations and Warranties Agreement, dated as of August 25November 24, 2006, between Goldman Sachs Mortgage Company ("GSMC") and the Assignor (the "Representationx xxx Xarranties Reprxxxxxxxixxx xnd Warranties Agreement"), (c) the Assignment, Assumption and Recognition Agreement, dated as of November 24, 2006, among GSMC, the Assignor and Ameriquest Mortgage Company (the "Ameriquest Assignment Agreement"), (d) the Assignment, Assumption and Recognition Agreement, dated as of November 24, 2006, among GSMC, the Assignor and First National Bank of Nevada (the "FNBN Assignment Agreement") and (de) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30January 1, 2006 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxxsxxx xxxacity, the "Owner") and the Servicer, as amended by the Step 1 Assignment Agreement. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Master Servicing and Trust Agreement, dated as of August November 1, 2006 (the "Trust Agreement"), among the Depositor, Deutsche U.S. Bank, as Trustee and as a custodian, U.S. Deutsche Bank National AssociationTrust Company, as a custodian, JPMorgan Chase Bank, National AssociationThe Bank of New York, as a custodian and Wells Fargo, as Securities Administrator.Master Servicer and securities administrator. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Servicing Agreement that are not the Mortgage

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 A (the "Mortgage Loans"), (b) the Representations and Warranties Agreement, dated as of August 25April 28, 2006, between Goldman Sachs Mortgage Company and the Assignor (the "Representationx Representatioxx xxx Xarranties Wxxxxxties Agreement") and (d) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30May 1, 2006 2005 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxxsxxx xxxacity, the "Owner") and the Servicer. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Master Servicing and Trust Agreement, dated as of August April 1, 2006 (the "Trust Agreement"), among the Depositor, the Trustee, Deutsche Bank National Trust Company, as a custodian, Wells Fargo Bank, as Trustee and N.A., as a custodian, U.S. Bank National AssociationAssociatxxx, as a custodian, custodian and JPMorgan Chase Bank, National Association, as a custodian and Wells Fargomaster servicer (in such capacity, the "Master Servicer"), as Securities Administratorsecurities administrator and as a custodian.

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 A (the "Mortgage Loans"), (b) the Representations and Warranties Agreement, dated as of August 25May 26, 2006, between Goldman Sachs Mortgage Company and the Assignor (the "Representationx xxx Xarranties Representaxxxxx xnx Xxxranties Agreement") and (d) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30January 1, 2006 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxxix xxxx capacity, the "Owner") and the Servicer. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Master Servicing and Trust Agreement, dated as of August May 1, 2006 (the "Trust Agreement"), among the Depositor, the Trustee, Deutsche BankBank National Trust Company, as Trustee and as a custodian, U.S. Bank National Association, as a custodian, custodian and JPMorgan Chase Bank, National Association, as a custodian and Wells Fargomaster servicer (in such capacity, the "Master Servicer"), as Securities Administratorsecurities administrator and as a custodian.

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 A (the "Mortgage Loans"), (b) the Representations and Warranties Agreement, dated as of August 25January 27, 2006, between Goldman Sachs Mortgage Company and the Assignor (the "Representationx Representatioxx xxx Xarranties Wxxxxxties Agreement") and (dc) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30May 1, 2006 2005 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxxsxxx xxxacity, the "Owner") and the Servicer. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Master Servicing and Trust Agreement, dated as of August January 1, 2006 (the "Trust Agreement"), among the Depositor, Deutsche Bank, as Trustee and as a custodian, U.S. Bank National Association, as a custodianthe Trustee, JPMorgan Chase Bank, National AssociationN.A., as a custodian master servicer (in such capacity, the "Master Servicer") and Wells Fargosecurities administrator (in such capacity, the "Securities Administrator") and Deutsche Bank National Trust Company and JPMorgan Chase Bank, N.A., as Securities Administratorcustodians.

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 (the "Mortgage Loans"), (b) the Representations and Warranties Agreement, dated as of August 25April 28, 2006, between Goldman Sachs Mortgage Company and the Assignor (the "Representationx Representatixxx xxx Xarranties Warranties Agreement") and (d) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30May 1, 2006 2005 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxxxxxx xxpxxxxx, the "Owner") and the Servicer. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Master Servicing and Trust Agreement, dated as of August April 1, 2006 (the "Trust Agreement"), among the Depositor, the Trustee, Deutsche Bank, as Trustee and as a custodian, U.S. Bank National Association, as a custodian, JPMorgan Chase Bank, National Association, as a custodian and Wells Fargo, as Securities Administratormaster servicer and securities administrator.

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) certain mortgage loans acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Conduit Morxxxxx Xoxxx") and those certain mortgage loans originated or acquired by First National Bank of Nevada (the "FNBN Mortgage Loans Loans") and, together with the Conduit Mortgage Loans, the "Mortgage Loans") listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 (the "Mortgage Loans")A, and (b) the Representations and Warranties Agreement, dated as of August 25, 2006, between Goldman Sachs Mortgage Company and the Assignor (the "Representationx xxx Xarranties Agreement") and (d) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30January 1, 2006 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company the Assignor, as predecessor to the Assignor owner (in suxx xxxxcxxx, the "Owner") and the ServicerCompany. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Trust Agreement, dated Agreement (as of August 1, 2006 (the "Trust Agreement"defined below), among the Depositor, Deutsche Bank, as Trustee and as a custodian, U.S. Bank National Association, as a custodian, JPMorgan Chase Bank, National Association, as a custodian and Wells Fargo, as Securities Administrator.

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) certain mortgage loans acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Conduit Moxxxxxx Loans") and those certain mortgage loans originated or acquired by each of Ameriquest Mortgage Company (the "Ameriquest Mortgage Loans"), Fremont Investment & Loan (the "Fremont Mortgage Loans") and Novelle Financial Services, Inc. (the "Novelle Mortgage Loans" and, together with the Ameriquest Mortgage Loans, the Conduit Mortgage Loans and the Fremont Mortgage Loans, the "Mortgage Loans") listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 (the "Mortgage Loans")A, (b) the Representations and Warranties Agreement, dated as of August 25June 29, 2006, between Goldman Sachs Mortgage Company ("GSMC") and the Assignor (the "Representationx xxx Xarranties Reprxxxxxxxixxx xnd Warranties Agreement"), (c) the Assignment, Assumption and Recognition Agreement, dated as of June 29, 2006, among GSMC, the Assignor and Ameriquest Mortgage Company (the "Ameriquest Assignment Agreement"), (d) the Assignment, Assumption and Recognition Agreement, dated as of June 29, 2006, among GSMC, the Assignor and Fremont Investment & Loan (the "Fremont Assignment Agreement"), (e) the Assignment, Assumption and Recognition Agreement, dated as of June 29, 2006, among GSMC, the Assignor and Novelle Financial Services, Inc. (the "Novelle Assignment Agreement"), and (df) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30January 1, 2006 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxxsxxx xxxacity, the "Owner") and the Servicer. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Master Servicing and Trust Agreement, dated as of August June 1, 2006 (the "Trust Agreement"), among the Depositor, Deutsche Bank, as Trustee and as a custodian, U.S. Bank National Association, as a custodian, JPMorgan Chase Bank, National Association, as a custodian and Wells Fargo, as Securities AdministratorMaster Servicer, securities administrator and as a xxxxxdian.

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 A (the "Mortgage Loans"), (b) the Representations and Warranties Agreement, dated as of August 25March 2, 2006, between Goldman Sachs Mortgage Company and the Assignor (the "Representationx Representatixxx xxx Xarranties Xxxxxnties Agreement") and (d) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30January 1, 2006 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxxxxxx xxpacity, the "Owner") and the Servicer. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Master Servicing and Trust Agreement, dated as of August February 1, 2006 (the "Trust Agreement"), among the Depositor, Deutsche Bank National Trust Company, as trustee, Wells Fargo Bank, N.A., as Trustee master servicer (in such capacity, the "Xxxxer Servicer") and as a custodiansecurities administrator (in such capacity, the "Securities Administrator"), U.S. Bank National Association, as a custodian, Deutsche Bank National Trust Company and JPMorgan Chase Bank, National Association, each as a custodian and Wells Fargo, as Securities Administratorcustodian.

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain Goldman Sachs Residential Mortgage Loans Conduit Program mortgage loans (xxx "Xonduit Mortgage Loans") and those certain First National Bank of Nevada mortgage loans (the "FNBN Mortgage Loans") listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 A (together, the "Mortgage Loans"), (b) the Representations and Warranties Agreement, dated as of August 25June 30, 2006, between Goldman Sachs Mortgage Company and the Assignor (the "Representationx Representatixxx xxx Xarranties Xxxxxnties Agreement"), (c) the Assignment, Assumption and Recognition Agreement, dated as of June 30, 2006, among Goldman Sachs Mortgage Company, the Assignor and First National Baxx xx Xevada (the "FNBN Assignment Agreement") and (d) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30January 1, 2006 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxxxxxx xxpxxxxx, the "Owner") and the Servicer. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Master Servicing and Trust Agreement, dated as of August June 1, 2006 (the "Trust Agreement"), among the Depositor, the Trustee, Deutsche Bank, as Trustee and as a custodian, U.S. Bank National Association, as a custodian, JPMorgan Chase Bank, National Association, as a custodian and Wells FargoFargo Bank, as Master Servicer and securities administrator (xx xuch capacity, the "Securities Administrator").

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain Goldman Sachs Residential Mortgage Loans Conduit Program mortgage loans (xxx "Xonduit Mortgage Loans") and those certain First National Bank of Nevada mortgage loans (the "FNBN Mortgage Loans") listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 A (together, the "Mortgage Loans"), (b) the Representations and Warranties Agreement, dated as of August 25April 28, 2006, between Goldman Sachs Mortgage Company and the Assignor (the "Representationx Representatixxx xxx Xarranties Xxxxxnties Agreement"), (c) the Assignment, Assumption and Recognition Agreement, dated as of April 28, 2006, among Goldman Sachs Mortgage Company, the Assignor and First National Baxx xx Xevada (the "FNBN Assignment Agreement") and (d) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30January 1, 2006 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxxxxxx xxpxxxxx, the "Owner") and the Servicer. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Master Servicing and Trust Agreement, dated as of August April 1, 2006 (the "Trust Agreement"), among the Depositor, the Trustee, Deutsche Bank, as Trustee and as a custodian, U.S. Bank National Association, as a custodian, JPMorgan Chase Bank, National Association, as a custodian and Wells Fargo, as Securities Administratormaster servicer, securities administrator and as a xxxxodian.

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) certain mortgage loans acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Conduit Xxxxxxgx Xxxns") and those certain mortgage loans originated or acquired by First National Bank of Nevada (the "FNBN Mortgage Loans Loans" and, together with the Conduit Mortgage Loans, the "Mortgage Loans") listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 (the "Mortgage Loans")A, and (b) the Representations and Warranties Agreement, dated as of August 25, 2006, between Goldman Sachs Mortgage Company and the Assignor (the "Representationx xxx Xarranties Agreement") and (d) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30January 1, 2006 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company the Assignor, as predecessor to the Assignor owner (in suxx xxxxcxxx, the "Owner") and the ServicerCompany. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Trust Agreement, dated Agreement (as of August 1, 2006 (the "Trust Agreement"defined below), among the Depositor, Deutsche Bank, as Trustee and as a custodian, U.S. Bank National Association, as a custodian, JPMorgan Chase Bank, National Association, as a custodian and Wells Fargo, as Securities Administrator.

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 A (the "Mortgage Loans"), (b) the Representations and Warranties Agreement, dated as of August 25February 24, 2006, between Goldman Sachs Mortgage Company and the Assignor (the "Representationx Representatioxx xxx Xarranties Wxxxxxties Agreement") and (d) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30January 1, 2006 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxxsxxx xxxacity, the "Owner") and the Servicer. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Master Servicing and Trust Agreement, dated as of August February 1, 2006 (the "Trust Agreement"), among the Depositor, Deutsche Bank, as Trustee and as a custodianthe Trustee, U.S. Bank National Association, as a custodiantrustee, JPMorgan Chase Bank, National Association, as a custodian master servicer (in such capacity, the "Master Servicer") and Wells Fargoas securities administrator (in such capacity, as the "Securities Administrator"), U.S. Bank National Association, Deutsche Bank National Trust Company and JPMorgan Chase Bank, National Association, each as a custodian.

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 (the "Mortgage Loans"), (b) the Representations Assignment, Assumption and Warranties Recognition Agreement, dated as of August 25September 28, 2006, between Goldman Sachs Mortgage Company ("GSMC"), First Franklin Financial Corpoxxxxxx and the Assignor (the "Representationx xxx Xarranties Assignment Agreement") and (dc) solely insofar as it relates to the Mortgage Loans, that certain Servicing Agreement, dated as of June 30, 2006 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxxsuch xxxxxxxy, the xxx "Owner") and the Servicer. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Trust Pooling and Servicing Agreement, dated as of August September 1, 2006 (the "Trust Pooling Agreement"), among the Depositor, Deutsche Bank, as Trustee and as a custodianNational City Home Loan Services, U.S. Bank National Association, as a custodian, JPMorgan Chase Bank, National Association, as a custodian and Wells Fargo, as Securities AdministratorInc. ("NCHLS").

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 A (the "Mortgage Loans"), (b) the Representations and Warranties Agreement, dated as of August 25March 30, 2006, between Goldman Sachs Mortgage Company and the Assignor (the "Representationx xxx Xarranties Representatxxxx xxd Xxxxanties Agreement") and (d) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30May 1, 2006 2005 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxxxxxx xapacity, the "Owner") and the Servicer. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Master Servicing and Trust Agreement, dated as of August March 1, 2006 (the "Trust Agreement"), among the Depositor, the Trustee, Deutsche BankBank National Trust Company, as Trustee and as a custodian, U.S. Bank National Association, as a custodian, custodian and JPMorgan Chase Bank, National Association, as a custodian and Wells Fargomaster servicer (in such capacity, the "Master Servicer"), as Securities Administratorsecurities administrator and as a custodian.

Assignment, Assumption and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit 1 A (the "Mortgage Loans"), (b) the Representations and Warranties Agreement, dated as of August 25April 28, 2006, between Goldman Sachs Mortgage Company and the Assignor (the "Representationx Representatioxx xxx Xarranties Wxxxxxties Agreement") and (d) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of June 30January 1, 2006 (the "Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor (in suxx xxxxcxxxsxxx xxxacity, the "Owner") and the Servicer. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Master Servicing and Trust Agreement, dated as of August April 1, 2006 (the "Trust Agreement"), among the Depositor, the Trustee, Deutsche Bank National Trust Company, as a custodian, Wells Fargo Bank, as Trustee and N.A., as a custodian, U.S. Bank National AssociationAssociatxxx, as a custodian, custodian and JPMorgan Chase Bank, National Association, as a custodian and Wells Fargomaster servicer (in such capacity, the "Master Servicer"), as Securities Administratorsecurities administrator and as a custodian.