Common use of Assignment, Assumption and Conveyance Clause in Contracts

Assignment, Assumption and Conveyance. 1. 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 A (the "Mortgage Loans"), (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April 1, 2006 (the "Purchase Agreement"), between the Assignor, as purchaser (in such capacity, the "Purchaser"), and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below). 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 Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Company

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans"), and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase Servicing Agreement"), by and between the Assignor, as purchaser owner (in such capacity, the "PurchaserOwner"), ) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 and Subsection 14.01 the following sections of the Purchase Servicing Agreement: Section 6.02 (relating to the Owner's right to terminate the Company) and Section 5.01 (relating to the Owner's right to receive information from the Servicer). The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 A (the "Mortgage Loans"), (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April May 1, 2006 (the "Purchase Agreement"), between the Assignor, as purchaser (in such capacity, the "Purchaser"), and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below). 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 Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Company

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”), and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April 1, 2006 May [__] 2005 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.01(b) (relating to the Owner’s right to terminate the Company), Section 4.09 (relating to the Owner’s right to receive information from the Servicer) and Sections 13.13(i) and 13.15 (relating the Owner’s obligation to execute certain confidentiality agreements) or (iv) any rights of the Purchaser Assignor under Section 13 the Commitment Letter, dated as of [_____ __], 200[_] (the “Commitment Letter”) between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition contrary contained in the Commitment Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement: (a) the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule, (b) the REO Management Fee for the Mortgage Loans shall be [__], (c) [the Other Fees with respect to the Mortgage Loans shall include ___] and (d) the fee upon termination of the CompanyCompany as Servicer of the Mortgage Loans shall be [__]%.

Assignment, Assumption and Conveyance. 1. 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 A (the "Mortgage Loans"), (b) solely insofar as it relates to the Mortgage Loans, that certain Amended and Restated Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April January 1, 2006 (the "Purchase Agreement"), between the Assignor, as purchaser (in such capacity, the "Purchaser"), and the Company, as seller, and (c) solely insofar as it relates to the Mortgage Loans, that certain Amended and Restated Flow Interim Servicing Agreement, dated as of January 1, 2006 (the "Servicing Agreement"), by and between the Assignor and the Company. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below). 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 Purchase Agreement or the Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement and the Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Company

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”), and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April 1June 30, 2006 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, Company attached hereto as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below)Attachment 1. 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.01(b) (relating to the Owner’s right to terminate the Company), and Sections 13.12(i) and 13.15 (relating the Owner’s obligation to execute certain confidentiality agreements) or (iv) any rights of the Purchaser Assignor under Section 13 the Commitment Letter, dated as of [_____ __], 200[_] (the “Commitment Letter”) between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition contrary contained in the Commitment Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement: (a) the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth in the Commitment Letter, (b) any Prepayment Penalties collected by the Servicer shall be remitted to the trustee and (c) Servicer shall be entitled to withdraw from the Custodial Account any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to the Companyrelated Purchase Agreement.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans"), (b) and solely insofar as it relates related to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April 1July 27, 2006 2005 (the "Purchase Agreement"), between the Assignor, as purchaser (in such capacity, the "Purchaser"), and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below). 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 Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) the rights of the Purchaser under Subsection 9.05, Section 13 and Subsection 14.01 of the Purchase Agreement, (iii) the rights retained by the Assignor pursuant to Section 6 hereof, and (iv) any rights of the Assignor under the letter agreement relating to the Mortgage Loans, dated May 27, 2005 (the "PPTA"), between the Assignor and the Company. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Company

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans"), (b) and solely insofar as it relates related to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April January 26, 2004, as amended by that certain Amendment No. 1, 2006 dated as of March 29, 2005 and that certain Amendment No. 2, dated as of August 25, 2005 (together, the "Purchase Agreement"), between the Assignor, as purchaser (in such capacity, the "Purchaser"), and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below). 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 Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the CompanyCompany --------------------------

Assignment, Assumption and Conveyance. 1. 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 A (the "Mortgage Loans"), (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April October 1, 2006 2004 (the "Purchase Agreement"), between the Assignor, as purchaser (in such capacity, the "Purchaser"), and the Company, as sellerseller and (c) solely insofar as it relates to the Mortgage Loans, that certain Flow Interim Servicing Agreement, dated as of October 1, 2004 (the "Servicing Agreement"), by and between the Assignor and the Company. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below). 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 Purchase Agreement or the Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans Loans, the Purchase Agreement and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the CompanyCompany --------------------------

Assignment, Assumption and Conveyance. 1. 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 acquired through the Xxxxxxx Xxxxx Residential Mortgage Conduit Program (the “Mortgage Loans”) listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "Mortgage Loans")A, and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser owner (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 and Subsection 14.01 the following sections of the Purchase Servicing Agreement: Section 6.02 (relating to the Owner’s right to terminate the Company), Section 5.01 (relating to the Owner’s right to receive information from the Company) and Section 11.16 (relating the Owner’s obligation to execute certain confidentiality agreements). The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be as specified on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 A (the "Mortgage Loans"), (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement and Interim Servicing Agreement, dated as of April May 1, 2006 (the "Purchase and Interim Servicing Agreement"), between the Assignor, as purchaser (in such capacity, the "Purchaser"), and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below). 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 Purchase and Interim Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase and Interim Servicing Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase and Interim Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Company

Assignment, Assumption and Conveyance. 1. 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 purchaserowner, in, to and under (a) those certain mortgage loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans"), (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April 1August 8, 2006 (the "Purchase Servicing Agreement"), by and between the Assignor, as purchaser Assignor (in such capacity, the "PurchaserOwner"), ) and the Company, Company attached hereto as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below)Attachment 1. 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 13.15 (relating the Owner's obligation to execute certain confidentiality agreements); (iv) any rights of the Purchaser Assignor under Section 13 the Commitment Letter, dated as of August 8, 2006 (the "Commitment Letter") between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of this Agreement, and (v) any rights in respect of the Purchase Agreementfourth paragraph of Section 2.25. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such , other than (a) the obligations set forth in clauses (ii), (iii) and (v) of Assignor the preceding paragraph, (b) the obligations set forth in the fourth paragraph of section 2.25, (c) the obligations set forth in the second and third sentences of section 6.02(c); (d) the obligations set forth in sections 8.01(b), clause (a) (with respect to any liability arising prior to the date hereof. Recognition ), 8.01(b), clause (b) and 8.01(b), clause (c), (e) the obligations of the CompanyOwner (in its capacity as Owner or as MLMI in its own capacity) with respect to Cost of Funds in connection with any Servicing Advances and HELOC Draw Advances; (f) the obligations set forth in Section 2.25 to the extent not reimbursed by the Owner; (g) the obligations of the Assignor under section 5.02(f)(iii); (h) the obligations of the Owner under Section 11.03; and (i) the obligations of the Assignor under the Commitment Letter (to the extent not addressed herein or in the Servicing Agreement). The parties hereto agree that, notwithstanding anything to the contrary contained in the Commitment Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement: (a) the Servicing Fee remitted to the Servicer for the Mortgage Loans shall be the fee set forth in the Indenture notwithstanding any fees set forth in the Commitment Letter, and (b) any Prepayment Penalties collected by the Servicer shall be remitted to the Master Servicer.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Mortgage Lxxxx") listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A A, (b) the Representations and Warranties Agreement, dated as of September 28, 2006, between Goldman Sachs Mortgage Company ("GSMC") and the Assignor (the "Mortgage LoansReprxxxxxxxixxx xnd Warranties Agreement"), ) and (bc) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor, as purchaser Assignor (in such capacitysxxx xxxacity, the "PurchaserOwner"), ) and the Company, as sellerServicer. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement Master Servicing and Trust Agreement, dated as of September 1, 2006 (the "Trust Agreement"), among the Depositor, Deutsche Bank, as defined below). The Assignor specifically reserves Trustee and does not assign to the Assignee hereunder (i) any as a custodian, U.S. Bank National Association, as a custodian, JPMorgan Chase Bank, National Association, as a custodian and all rightWells Fargo, title as Master Servicer, securities administrator and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Companya xxxxxdian.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Xxxxxxx Xxxxx Residential Mortgage Conduit Program (the “Mortgage Loans”) listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "Mortgage Loans")A, (b) the Representations and Warranties Agreement, dated as of September 28, 2007, between Xxxxxxx Xxxxx Mortgage Company (“GSMC”) and the Assignor (the “Representations and Warranties Agreement”), and (c) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between Xxxxxxx Xxxxx Mortgage Company as predecessor to the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the CompanyServicer, as selleramended by the Step 1 Assignment Agreement. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement Master Servicing and Trust Agreement, dated as of September 1, 2007 (the “Trust Agreement”), among the Depositor, Citibank, as defined below)Trustee, U.S. Bank National Association, as a custodian, Deutsche Bank National Trust Company, as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Xxxxx Fargo, as Master Servicer, securities administrator and as a custodian. 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 and Subsection 14.01 the following sections of the Purchase Servicing Agreement: Section 6.02 (relating to the Owner’s right to terminate the Servicer), Section 5.01 (relating to the Owner’s right to receive information from the Servicer), Section 11.13 (relating to the Owner’s right to consent to certain solicitation activities) and Section 11.16 (relating to the Owner’s obligation to execute certain confidentiality agreements). The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A Schedule I (the "“Mortgage Loans"), ”) and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, Servicing Agreement dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.02 (a) (relating to the Owner’s right to terminate the Company) of the Servicing Agreement and Section 4.04 (relating to the Owner’s right to receive information from the Servicer) of the Servicing Agreement or (iiiv) the any rights of the Purchaser Assignor under Section 13 the Notice Letter dated April 28, 2004 (the “Notice Letter”), between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s rights and obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition of contrary contained in the CompanyNotice Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement, the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Mortgage Xxxxx") xxxxed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans")A, and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase Seller's Purchase, Warranties and Warranties Servicing Agreement, dated as of April 1, 2006 (the "Purchase Servicing Agreement"), by and between the Assignor, as purchaser owner (in such capacity, the "PurchaserOwner"), ) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 the Servicing Agreement relating to the Owner's right to terminate the Company and Subsection 14.01 of the Purchase AgreementOwner's right to receive information from the Servicer. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition Mortgage Loans being serviced under the Servicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be an amount equal to 0.25% of the Companyaggregate principal balance of the Mortgage Loans.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Xxxxxxx Xxxxx Residential Mortgage Conduit Program (the “Mortgage Loans”) listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "Mortgage Loans")A, and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase Seller’s Purchase, Warranties and Warranties Servicing Agreement, dated as of April 1, 2006 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser owner (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 the Servicing Agreement relating to the Owner’s right to terminate the Company and Subsection 14.01 of the Purchase AgreementOwner’s right to receive information from the Servicer. The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition Mortgage Loans being serviced under the Servicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be an amount equal to 0.25% of the Companyaggregate principal balance of the Mortgage Loans.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Mortgagx Xxxxx") xxxted on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans")A, and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase Seller's Purchase, Warranties and Warranties Servicing Agreement, dated as of April 1, 2006 (the "Purchase Servicing Agreement"), by and between the Assignor, as purchaser owner (in such capacity, the "PurchaserOwner"), ) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 the Servicing Agreement relating to the Owner's right to terminate the Company and Subsection 14.01 of the Purchase AgreementOwner's right to receive information from the Servicer. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition Mortgage Loans being serviced under the Servicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be an amount equal to 0.25% of the Companyaggregate principal balance of the Mortgage Loans.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A Schedule I (the "“Mortgage Loans"), ”) and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, Servicing Agreement dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.02(a) (relating to the Owner’s right to terminate the Company) of the Servicing Agreement and Section 4.04 (relating to the Owner’s right to receive information from the Servicer) of the Servicing Agreement or (iiiv) the any rights of the Purchaser Assignor under Section 13 the Notice Letter dated June 29, 2007 (the “Notice Letter”), between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s rights and obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii), (iii) and (iv) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition of contrary contained in the CompanyNotice Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement, the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A Schedule I (the "“Mortgage Loans"), ”) and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, Servicing Agreement dated as of April May 1, 2006 2005 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.01 (b) (relating to the Owner’s right to terminate the Company) and Section 4.09 (relating to the Owner’s right to receive information from the Servicer) of the Servicing Agreement or (iiiv) the any rights of the Purchaser Assignor under Section 13 the Commitment Letter dated January 30, 2006 (the “Commitment Letter”), between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s rights and obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition of contrary contained in the CompanyCommitment Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement, the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 A (the "Mortgage Loans"), (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April 1, 2006 (the "Purchase Agreement"), between the Assignor, as purchaser (in such capacity, the "Purchaser"), and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below). 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 Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the CompanyCompany --------------------------

Assignment, Assumption and Conveyance. 1. 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 acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Mortgage Lxxxx") lxxxxx on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans")A, and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase Seller's Purchase, Warranties and Warranties Servicing Agreement, dated as of April 1, 2006 (the "Purchase Servicing Agreement"), by and between the Assignor, as purchaser owner (in such capacity, the "PurchaserOwner"), ) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Conduit Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 the Servicing Agreement relating to the Owner's right to terminate the Company and Subsection 14.01 of the Purchase AgreementOwner's right to receive information from the Servicer. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition Mortgage Loans being serviced under the Servicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be an amount equal to 0.25% of the Companyaggregate principal balance of the Mortgage Loans.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”), and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April 1June 30, 2006 (the "Purchase “Flow Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"“Owner”) and the Company attached hereto as Attachment 1, as modified by that certain Commitment Letter, dated December 29, 2006 (the “Commitment Letter” and together with the Flow Servicing Agreement, the “Servicing Agreement”), between the Owner and the Company, Company attached here to as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below)Attachment 2. 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.01(b) (relating to the Owner’s right to terminate the Company), and Sections 13.12(i) and 13.15 (relating the Owner’s obligation to execute certain confidentiality agreements) or (iv) any rights of the Purchaser Assignor under Section 13 the Commitment Letter, which rights shall survive the execution and Subsection 14.01 delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition contrary contained in the Commitment Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement: (a) the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth in the Commitment Letter, (b) any Prepayment Penalties collected by the Servicer shall be remitted to the trustee and (c) Servicer shall be entitled to withdraw from the Custodial Account any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to the Companyrelated Purchase Agreement.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Xxxxxxx Xxxxx Residential Mortgage Conduit Program and from the Company d/b/a Senderra Funding (the “Mortgage Loans”) listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "Mortgage Loans")A, (b) the Representations and Warranties Agreement, dated as of October 30, 2007, between Xxxxxxx Xxxxx Mortgage Company (“GSMC”) and the Assignor (the “Representations and Warranties Agreement”), and (c) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between Xxxxxxx Xxxxx Mortgage Company as predecessor to the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the CompanyServicer, as selleramended by the Step 1 Assignment Agreement. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement Master Servicing and Trust Agreement, dated as of October 1, 2007 (the “Trust Agreement”), among the Depositor, Citibank, as defined below)Trustee, U.S. Bank National Association, as a custodian, Deutsche Bank National Trust Company, as a custodian and Xxxxx Fargo, as Master Servicer, securities administrator and as a custodian. 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 and Subsection 14.01 the following sections of the Purchase Servicing Agreement: Section 6.02 (relating to the Owner’s right to terminate the Servicer), Section 5.01 (relating to the Owner’s right to receive information from the Servicer), Section 11.13 (relating to the Owner’s right to consent to certain solicitation activities) and Section 11.16 (relating to the Owner’s obligation to execute certain confidentiality agreements). The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Gxxxxxx Sxxxx Residential Mortgage Conduit Program (the “Mortgage Loans”) listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "Mortgage Loans")A, and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase Seller’s Purchase, Warranties and Warranties Servicing Agreement, dated as of April 1, 2006 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser owner (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 the Servicing Agreement relating to the Owner’s right to terminate the Company and Subsection 14.01 of the Purchase AgreementOwner’s right to receive information from the Servicer. The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition Mortgage Loans being serviced under the Servicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be an amount equal to 0.25% of the Companyaggregate principal balance of the Mortgage Loans.

Assignment, Assumption and Conveyance. 1. 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 A (the "Mortgage Loans"), ) and (b) solely insofar as it relates to the Mortgage Loans, that certain Amended and Restated Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April January 1, 2006 (the "Purchase Agreement"), between the Assignor, as purchaser (in such capacity, the "Purchaser"), and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below). 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 Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Company

Assignment, Assumption and Conveyance. 1. 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 A (the "Mortgage Loans"), ) and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April October 1, 2006 2004 (the "Purchase Agreement"), between the Assignor, as purchaser (in such capacity, the "Purchaser"), and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below). 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 Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Company

Assignment, Assumption and Conveyance. 1. 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 acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Mortgage Loxxx") xisted on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A A, (b) the Representations and Warranties Agreement, dated as of October 30, 2006, between Goldman Sachs Mortgage Company ("GSMC") and the Assignor (the "Mortgage LoansReprexxxxxxxoxx xxd Warranties Agreement"), ) and (bc) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor, as purchaser Assignor (in such capacitysuxx xxxxcity, the "PurchaserOwner"), ) and the CompanyServicer, as selleramended by the Step 1 Assignment Agreement. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement Master Servicing and Trust Agreement, dated as of October 30, 2006 (the "Trust Agreement"), among the Depositor, Deutsche Bank, as defined below). Trustee and as a custodian, U.S. Bank National Association, as a custodian, The Assignor specifically reserves Bank of New York, as a custodian and does not assign to the Assignee hereunder (i) any Wells Fargo, as Master Servicer 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 Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Companysecurities administrator.

Assignment, Assumption and Conveyance. 1. 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 Xoans") and those certain mortgage loans originated or acquired by First National Bank of Nevada (the "FNBN Mortgage Loans" and, together with the Conduit Mortgage Loans, the "Mortgage Loans") listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A A, (b) the Representations and Warranties Agreement, dated as of August 25, 2006, between Goldman Sachs Mortgage Company ("GSMC") and the Assignor (the "Mortgage LoansReprexxxxxxxoxx xxd Warranties Agreement"), ) and (bc) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor, as purchaser Assignor (in such capacitysuxx xxxxcity, the "PurchaserOwner"), ) and the Company, as sellerServicer. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement Master Servicing and Trust Agreement, dated as of August 1, 2006 (the "Trust Agreement"), among the Depositor, LaSalle, as defined below). The Assignor specifically reserves Trustee, U.S. Bank National Association, as a custodian, Deutsche Bank National Trust Company, as a custodian, JPMorgan Chase Bank, National Association, as a custodian and does not assign to the Assignee hereunder (i) any Wells Fargo, as Master Servicer, securities administrator 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 Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Companya cxxxxxian.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”), and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April 1June 30, 2006 (the "Purchase “Flow Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"“Owner”) and the Company attached hereto as Attachment 1, as modified by that certain Commitment Letter, dated March 30, 2007 (the “Commitment Letter” and together with the Flow Servicing Agreement, the “Servicing Agreement”), between the Owner and the Company, Company attached here to as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below)Attachment 2. 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.01(c) (relating to the Owner’s right to terminate the Company), and Section 13.14 (relating the Owner’s obligation to execute certain confidentiality agreements) or (iv) any rights of the Purchaser Assignor under Section 13 the Commitment Letter, which rights shall survive the execution and Subsection 14.01 delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition contrary contained in the Commitment Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement: (a) the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth in the Commitment Letter, (b) any Prepayment Penalties collected by the Servicer shall be remitted to the trustee and (c) Servicer shall be entitled to withdraw from the Custodial Account any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to the Companyrelated Purchase Agreement.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Xxxxxxx Xxxxx Residential Mortgage Conduit Program (the “Mortgage Loans”) listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "Mortgage Loans"), and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase Seller’s Purchase, Warranties and Warranties Servicing Agreement, dated as of April 1, 2006 (the "Purchase “Servicing Agreement"”), by and between Xxxxxxx Xxxxx Mortgage Company as predecessor to the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, as sellerServicer. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement Master Servicing and Trust Agreement, dated as of March 1, 2007 (the “Trust Agreement”), among the Depositor, U.S. Bank National Association, as defined below)a custodian, Deutsche Bank, as Trustee and as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Xxxxx Fargo, as Master Servicer, securities administrator and as a custodian. 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 the Servicing Agreement relating to the Owner’s right to terminate the Servicer, the Owner’s right to receive information from the Servicer, and Subsection 14.01 of the Purchase AgreementOwner’s obligation to execute certain confidentiality agreements. The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Mortgagx Xxxxx") listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans"), and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase Seller's Purchase, Warranties and Warranties Servicing Agreement, dated as of April 1, 2006 (the "Purchase Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor, as purchaser Assignor (in such capacityix xxxx cxxxxxty, the "PurchaserOwner"), ) and the Company, as sellerServicer. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement Master Servicing and Trust Agreement, dated as of November 1, 2006 (the "Trust Agreement"), among the Depositor, U.S. Bank, as defined below)Trustee and as a custodian, Deutsche Bank National Trust Company, as a custodian, The Bank of New York Trust Company, N.A., as a custodian and Wells Fargo, as Master Servicer, securities administrator and as x xxstodian. 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 the Servicing Agreement relating to the Owner's right to terminate the Servicer, the Owner's right to receive information from the Servicer, and Subsection 14.01 of the Purchase AgreementOwner's obligation to execute certain confidentiality agreements. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 Conduit Program mortgage loanx (xxx "Xxxxxit Mortgage Loans"), those certain Ameriquest Mortgage Company mortgage loans (the "Ameriquest Mortgage Loans") and those certain Novelle Financial Services, Inc. mortgage loans (the "Novelle Mortgage Loans") listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans"), and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase Servicing Agreement"), by and between the Assignor, as purchaser owner (in such capacity, the "PurchaserOwner"), ) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 and Subsection 14.01 the following sections of the Purchase Servicing Agreement: Section 6.02 (relating to the Owner's right to terminate the Company) and Section 5.01 (relating to the Owner's right to receive information from the Servicer). The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”), and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April 1, 2006 May [__] 2005 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.01(b) (relating to the Owner’s right to terminate the Company), Section 4.09 (relating to the Owner’s right to receive information from the Servicer) and Sections 13.13(i) and 13.15 (relating the Owner’s obligation to execute certain confidentiality agreements) or (iv) any rights of the Purchaser Assignor under Section 13 the Commitment Letter, dated as of [ __], 200[_] (the “Commitment Letter”) between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition contrary contained in the Commitment Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement: (a) the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule, (b) the REO Management Fee for the Mortgage Loans shall be [__], (c) [the Other Fees with respect to the Mortgage Loans shall include ___] and (d) the fee upon termination of the CompanyCompany as Servicer of the Mortgage Loans shall be [__]%.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Mortgage Loxxx") xixxxx on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans")A, and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase Seller's Purchase, Warranties and Warranties Servicing Agreement, dated as of April 1, 2006 (the "Purchase Servicing Agreement"), by and between the Assignor, as purchaser owner (in such capacity, the "PurchaserOwner"), ) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 the Servicing Agreement relating to the Owner's right to terminate the Company and Subsection 14.01 of the Purchase AgreementOwner's right to receive information from the Servicer. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition Mortgage Loans being serviced under the Servicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be an amount equal to 0.25% of the Companyaggregate principal balance of the Mortgage Loans.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Mortgage Xxxxx") listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A A, (b) the Representations and Warranties Agreement, dated as of September 28, 2006, between Goldman Sachs Mortgage Company ("GSMC") and the Assignor (the "Mortgage LoansRepxxxxxxxtxxxx and Warranties Agreement"), and (bc) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor, as purchaser Assignor (in such capacityxxxx xxpacity, the "PurchaserOwner"), ) and the CompanyServicer, as selleramended by the Step 1 Assignment Agreement. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement Master Servicing and Trust Agreement, dated as of September 1, 2006 (the "Trust Agreement"), among the Depositor, Deutsche Bank, as defined below). The Assignor specifically reserves Trustee and does not assign to the Assignee hereunder (i) any as a custodian, U.S. Bank National Association, as a custodian, JPMorgan Chase Bank, National Association, as a custodian and all rightWells Fargo, title as Master Servicer and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Companysecurities administrator.

Assignment, Assumption and Conveyance. 1. 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 AssignorAssignor under that certain Flow Servicing Agreement dated as of January 1, 2006 (the “Servicing Agreement”), by and between the Assignor (in such capacity, the “Owner”) and the Company, solely insofar as purchaser, in, it relates to and under (a) those certain mortgage loans Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (Schedule I. From time to time certain other of the "Mortgage Loans"), (b) solely insofar as it relates mortgage loans conveyed by the Assignor to the Assignee and serviced by other servicers, including the Mortgage LoansLoans listed on the schedule attached hereto as Schedule II may, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April 1subsequent to December 29, 2006 (the "Purchase Agreement"“Securitization Closing Date”), between be transferred to the AssignorServicer for servicing under this Agreement, as purchaser (in such capacity, the "Purchaser"), and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the notes evidencing the Mortgage Loans to, or at the direction of, which date the Assignee or its designee and (ii) take in a timely manner all necessary steps shall cause Schedule I hereto to be amended to include such mortgage loans which will then be considered “Mortgage Loans” under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Pooling Agreement (as defined below)this Agreement. 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.02 (a) (relating to the Owner’s right to terminate the Company) of the Servicing Agreement and Section 4.04 (relating to the Owner’s right to receive information from the Servicer) of the Servicing Agreement or (iiiv) the any rights of the Purchaser Assignor under Section 13 the Notice Letter dated December 29, 2006 (the “Notice Letter”), between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s rights and obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iv) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that (i) notwithstanding anything to the date hereof. Recognition contrary contained in the Notice Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement, the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule and (ii) notwithstanding anything to the contrary in the Servicing Agreement, in the event the Servicer is obligated to make an advance pursuant to the Servicing Agreement, the aggregate payment due shall be the minimum monthly payment due under the mortgage note, net of the Companyservicing fees.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Xxxxxxx Xxxxx Residential Mortgage Conduit Program (the “Mortgage Loans”) listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "Mortgage Loans"), and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase Seller’s Purchase, Warranties and Warranties Servicing Agreement, dated as of April 1, 2006 (the "Purchase “Servicing Agreement"”), by and between Xxxxxxx Xxxxx Mortgage Company as predecessor to the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, as sellerServicer. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement Master Servicing and Trust Agreement, dated as of April 1, 2007 (the “Trust Agreement”), among the Depositor, Deutsche Bank, as defined below)Trustee and as a custodian, U.S. Bank National Association, as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Xxxxx Fargo, as Master Servicer, securities administrator and as a custodian. 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 the Servicing Agreement relating to the Owner’s right to terminate the Servicer, the Owner’s right to receive information from the Servicer, and Subsection 14.01 of the Purchase AgreementOwner’s obligation to execute certain confidentiality agreements. The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A Schedule I (the "“Mortgage Loans"), ”) and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, Servicing Agreement dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.02 (a) (relating to the Owner’s right to terminate the Company) of the Servicing Agreement and Section 4.04 (relating to the Owner’s right to receive information from the Servicer) of the Servicing Agreement or (iiiv) the any rights of the Purchaser Assignor under Section 13 the Notice Letter dated January 31, 2007 (the “Notice Letter”), between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s rights and obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii), (iii) and (iv) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition of contrary contained in the CompanyNotice Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement, the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Xxxxxxx Xxxxx Residential Mortgage Conduit Program and from the Company d/b/a Senderra Funding (the “Mortgage Loans”) listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "Mortgage Loans")A, and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser owner (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 and Subsection 14.01 the following sections of the Purchase Servicing Agreement: Section 6.02 (relating to the Owner’s right to terminate the Company), Section 5.01 (relating to the Owner’s right to receive information from the Company), Section 11.13 (relating to the Owner’s right to consent to certain solicitation activities) and Section 11.16 (relating to the Owner’s obligation to execute certain confidentiality agreements). The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be as specified on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Mortgage Xxxxx") listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A A, (b) the Representations and Warranties Agreement, dated as of May 30, 2007, between Goldman Sachs Mortgage Company ("GSMC") and the Assignor (the "Mortgage LoansRepxxxxxxxtxxxx and Warranties Agreement"), and (bc) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor, as purchaser Assignor (in such capacityxxxx xxpacity, the "PurchaserOwner"), ) and the CompanyServicer, as selleramended by the Step 1 Assignment Agreement. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement Master Servicing and Trust Agreement, dated as of April 1, 2007 (the "Trust Agreement"), among the Depositor, Deutsche Bank, as defined below). Trustee and as a custodian, U.S. Bank National Association, as a custodian, The Assignor specifically reserves Bank of New York Trust Company, National Association, as a custodian and does not assign to the Assignee hereunder (i) any Wells Fargo, as Master Servicer, securities administrator 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 Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Companya xxxxodian.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”), and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April 1June 30, 2006 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, Company attached hereto as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below)Attachment 1. 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.01(b) (relating to the Owner’s right to terminate the Company), and Sections 13.12(i) and 13.15 (relating the Owner’s obligation to execute certain confidentiality agreements) or (iv) any rights of the Purchaser Assignor under Section 13 the Commitment Letter, dated as of [_____ __], 200[_] (the “Commitment Letter”) between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition contrary contained in the Commitment Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement: (a) the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth in the Commitment Letter, (b) any Prepayment Penalties collected by the Servicer shall be remitted to the trustee and (c) Servicer shall be entitled to withdraw from the Custodial Account any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to the Companyrelated Purchase Agreement.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”), and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April 1June 30, 2006 (the "Purchase “Flow Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"“Owner”) and the Company attached hereto as Attachment 1, as modified by that certain Commitment Letter, dated May 31, 2007 (the “Commitment Letter” and together with the Flow Servicing Agreement, the “Servicing Agreement”), between the Owner and the Company, Company attached here to as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below)Attachment 2. 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.01(c) (relating to the Owner’s right to terminate the Company), and Section 13.14 (relating the Owner’s obligation to execute certain confidentiality agreements) or (iv) any rights of the Purchaser Assignor under Section 13 the Commitment Letter, which rights shall survive the execution and Subsection 14.01 delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition contrary contained in the Commitment Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement: (a) the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth in the Commitment Letter, (b) any Prepayment Penalties collected by the Servicer shall be remitted to the trustee and (c) Servicer shall be entitled to withdraw from the Custodial Account any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to the Companyrelated Purchase Agreement.

Assignment, Assumption and Conveyance. 1. 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 A (the "Mortgage Loans"), (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April October 1, 2006 2004 (the "Purchase Agreement"), between the Assignor, as purchaser (in such capacity, the "Purchaser"), and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below). 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 Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Company

Assignment, Assumption and Conveyance. 1. 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 acquired through the Xxxxxxx Xxxxx Residential Mortgage Conduit Program (the “Mortgage Loans”) listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "Mortgage Loans")A, and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser owner (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 and Subsection 14.01 the following sections of the Purchase Servicing Agreement: Section 6.02 (relating to the Owner’s right to terminate the Company), Section 5.01 (relating to the Owner’s right to receive information from the Company), Section 11.13 (relating to the Owner’s right to consent to certain solicitation activities) and Section 11.16 (relating to the Owner’s obligation to execute certain confidentiality agreements). The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be as specified on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A Schedule I (the "“Mortgage Loans"), ”) and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, Servicing Agreement dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.02 (a) (relating to the Owner’s right to terminate the Company) of the Servicing Agreement and Section 4.04 (relating to the Owner’s right to receive information from the Servicer) of the Servicing Agreement or (iiiv) the any rights of the Purchaser Assignor under Section 13 the Notice Letter dated August 25, 2006 (the “Notice Letter”), between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s rights and obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii), (iii) and (iv) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition of contrary contained in the CompanyNotice Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement, the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Gxxxxxx Sxxxx Residential Mortgage Conduit Program (the “Mortgage Loans”) listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "Mortgage Loans")A, and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser owner (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 and Subsection 14.01 the following sections of the Purchase Servicing Agreement: Section 6.02 (relating to the Owner’s right to terminate the Company), Section 5.01 (relating to the Owner’s right to receive information from the Company), Section 11.13 (relating to the Owner’s right to consent to certain solicitation activities) and Section 11.16 (relating to the Owner’s obligation to execute certain confidentiality agreements). The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be as specified on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Xxxxxxx Xxxxx Residential Mortgage Conduit Program (the “Mortgage Loans”) listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "Mortgage Loans")A, and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser owner (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 and Subsection 14.01 the following sections of the Purchase Servicing Agreement: Section 6.02 (relating to the Owner’s right to terminate the Company), Section 5.01 (relating to the Owner’s right to receive information from the Company), Section 11.13 (relating to the Owner’s right to consent to certain solicitation activities) and Section 11.16 (relating the Owner’s obligation to execute certain confidentiality agreements). The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be as specified on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A Schedule I (the "“Mortgage Loans"), ”) and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, Servicing Agreement dated as of April May 1, 2006 2005 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.01 (b) (relating to the Owner’s right to terminate the Company) and Section 4.09 (relating to the Owner’s right to receive information from the Servicer) and Sections 13, 13(i) and 13.15 (relating to the Owner’s obligation to execute certain confidentiality agreements) of the Servicing Agreement or (iiiv) the any rights of the Purchaser Assignor under Section 13 the Commitment Letter dated May 26, 2006 (the “Commitment Letter”), between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s rights and obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition of contrary contained in the CompanyCommitment Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement, the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A Schedule I (the "“Mortgage Loans"), ”) and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, Servicing Agreement dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.02 (a) (relating to the Owner’s right to terminate the Company) of the Servicing Agreement and Section 4.04 (relating to the Owner’s right to receive information from the Servicer) of the Servicing Agreement or (iiiv) the any rights of the Purchaser Assignor under Section 13 the Notice Letter dated May 26, 2006 (the “Notice Letter”), between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s rights and obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition of contrary contained in the CompanyNotice Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement, the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Xxxxxxx Xxxxx Residential Mortgage Conduit Program (the “Mortgage Loans”) listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "Mortgage Loans")A, (b) the Representations and Warranties Agreement, dated as of April 30, 2007, between Xxxxxxx Xxxxx Mortgage Company (“GSMC”) and the Assignor (the “Representations and Warranties Agreement”), and (c) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between Xxxxxxx Xxxxx Mortgage Company as predecessor to the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the CompanyServicer, as selleramended by the Step 1 Assignment Agreement. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement Master Servicing and Trust Agreement, dated as of April 1, 2007 (the “Trust Agreement”), among the Depositor, Deutsche Bank, as defined below)Trustee and as a custodian, U.S. Bank National Association, as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Xxxxx Fargo, as Master Servicer, securities administrator and as a custodian. 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 and Subsection 14.01 the following sections of the Purchase Servicing Agreement: Section 6.02 (relating to the Owner’s right to terminate the Servicer), Section 5.01 (relating to the Owner’s right to receive information from the Servicer) and Section 11.16 (relating the Owner’s obligation to execute certain confidentiality agreements). The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A Schedule I (the "“Mortgage Loans"), ”) and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, Servicing Agreement dated as of April May 1, 2006 2005 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.01 (b) (relating to the Owner’s right to terminate the Company) and Section 4.09 (relating to the Owner’s right to receive information from the Servicer) of the Servicing Agreement or (iiiv) the any rights of the Purchaser Assignor under Section 13 the Commitment Letter dated February 24, 2006 (the “Commitment Letter”), between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s rights and obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition of contrary contained in the CompanyCommitment Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement, the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A Schedule I (the "“Mortgage Loans"), ”) and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, Servicing Agreement dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.02(a) (relating to the Owner’s right to terminate the Company) of the Servicing Agreement and Section 4.04 (relating to the Owner’s right to receive information from the Servicer) of the Servicing Agreement or (iiiv) the any rights of the Purchaser Assignor under Section 13 the Notice Letter dated December 29, 2006 (the “Notice Letter”), between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s rights and obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii), (iii) and (iv) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition of contrary contained in the CompanyNotice Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement, the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 Conduit Program mortgage loans (xxx "Xoxxxxx 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 A (together, the "Mortgage Loans"), and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase Servicing Agreement"), by and between the Assignor, as purchaser owner (in such capacity, the "PurchaserOwner"), ) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 and Subsection 14.01 the following sections of the Purchase Servicing Agreement: Section 6.02 (relating to the Owner's right to terminate the Company) and Section 5.01 (relating to the Owner's right to receive information from the Servicer). The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A Schedule I (the "“Mortgage Loans"”), (b) the Purchase Price and Terms Letter dated as of June 7, 2006 between GSMC and New Century Mortgage Corporation, the Master Loan Purchase Agreement dated as of October 28, 2004, among GSMC and Alliance Bancorp and the Master Loan Purchase Agreement dated as of June 15, 2005, among GSMC and DHI Mortgage Company, Ltd. (such Purchase Price and Terms Agreement and Master Loan Purchase Agreements, collectively, the “PPTL Assignments”) and (c) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, Servicing Agreement dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). From time to time certain other of the mortgage loans conveyed by the Assignor to the Assignee and serviced by other servicers, including the Mortgage Loans listed on the schedule attached hereto as Schedule II may subsequent to the Securitization Closing Date (as defined herein) be transferred to the Servicer for servicing under this Agreement, at which date the Assignee shall cause Schedule I hereto to be amended to include such mortgage loans which will then be considered “Mortgage Loans” under this Agreement. 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.02 (a) (relating to the Owner’s right to terminate the Company) of the Servicing Agreement and Section 4.04 (relating to the Owner’s right to receive information from the Servicer) of the Servicing Agreement or (iiiv) the any rights of the Purchaser Assignor under Section 13 the Notice Letter dated August 24, 2006 (the “Notice Letter”), between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s rights and obligations from and after the date hereof under the Mortgage Loans Loans, the PPTL Assignments and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iv) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that (i) notwithstanding anything to the date hereof. Recognition contrary contained in the Notice Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement, the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule and (ii) notwithstanding anything to the contrary in the Servicing Agreement, in the event the Servicer is obligated to make an advance pursuant to the Servicing Agreement, the aggregate payment due shall be the minimum monthly payment due under the mortgage note, net of the Companyservicing fees.

Assignment, Assumption and Conveyance. 1. 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 A (the "Mortgage Loans"), and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April March 1, 2006 2007 (the "Purchase Agreement"), between among the Assignor, as purchaser (in such capacity, the "Purchaser"), and the CompanyCompanies, as sellersellers. The Assignor hereby agrees that it will (i) deliver possession of the notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee 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 Pooling Agreement (as defined below). 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 Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement Agreement, or (ii) the rights of the Purchaser under Subsection 9.04, Section 13 and Subsection 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the CompanyCompanies ----------------------------

Assignment, Assumption and Conveyance. 1. 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 acquired through the Xxxxxxx Xxxxx Residential Mortgage Conduit Program (the “Mortgage Loans”) listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "Mortgage Loans")A, (b) the Representations and Warranties Agreement, dated as of July 30, 2007, between Xxxxxxx Xxxxx Mortgage Company (“GSMC”) and the Assignor (the “Representations and Warranties Agreement”), and (c) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between Xxxxxxx Xxxxx Mortgage Company as predecessor to the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the CompanyServicer, as selleramended by the Step 1 Assignment Agreement. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement Master Servicing and Trust Agreement, dated as of July 1, 2007 (the “Trust Agreement”), among the Depositor, Citibank, as defined below)Trustee U.S. Bank National Association, as a custodian, Deutsche Bank National Trust Company, as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Xxxxx Fargo, as Master Servicer, securities administrator and as a custodian. 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 and Subsection 14.01 the following sections of the Purchase Servicing Agreement: Section 6.02 (relating to the Owner’s right to terminate the Servicer), Section 5.01 (relating to the Owner’s right to receive information from the Servicer), Section 11.13 (relating to the Owner’s right to consent to certain solicitation activities) and Section 11.16 (relating to the Owner’s obligation to execute certain confidentiality agreements). The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Xxxxxxx Xxxxx Residential Mortgage Conduit Program (the “Mortgage Loans”) listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "Mortgage Loans")A, (b) the Representations and Warranties Agreement, dated as of March 1, 2007, between Xxxxxxx Xxxxx Mortgage Company (“GSMC”) and the Assignor (the “Representations and Warranties Agreement”), and (c) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between Xxxxxxx Xxxxx Mortgage Company as predecessor to the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the CompanyServicer, as selleramended by the Step 1 Assignment Agreement. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement Master Servicing and Trust Agreement, dated as of March 1, 2007 (the “Trust Agreement”), among the Depositor, U.S. Bank National Association, as defined below)a custodian, Deutsche Bank, as Trustee and as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Xxxxx Fargo, as Master Servicer, securities administrator and as a custodian. 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 and Subsection 14.01 the following sections of the Purchase Servicing Agreement: Section 6.02 (relating to the Owner’s right to terminate the Servicer), Section 5.01 (relating to the Owner’s right to receive information from the Servicer) and Section 11.16 (relating the Owner’s obligation to execute certain confidentiality agreements). The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Mortgage Xxxxx") listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans"), and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase Seller's Purchase, Warranties and Warranties Servicing Agreement, dated as of April 1, 2006 (the "Purchase Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor, as purchaser Assignor (in such capacityxxxx xxpxxxxx, the "PurchaserOwner"), ) and the Company, as sellerServicer. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement Master Servicing and Trust Agreement, dated as of December 1, 2006 (the "Trust Agreement"), among the Depositor, U.S. Bank, as defined below)Trustee and as a custodian, Deutsche Bank National Trust Company, as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Wells Fargo, as Master Servicer and securities administrator. The Xxe 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 the Servicing Agreement relating to the Owner's right to terminate the Servicer, the Owner's right to receive information from the Servicer, and Subsection 14.01 of the Purchase AgreementOwner's obligation to execute certain confidentiality agreements. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Mortgagx Xxxxx") listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans"), and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase Seller's Purchase, Warranties and Warranties Servicing Agreement, dated as of April 1, 2006 (the "Purchase Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor, as purchaser Assignor (in such capacityix xxxx cxxxxxty, the "PurchaserOwner"), ) and the Company, as sellerServicer. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement Master Servicing and Trust Agreement, dated as of January 1, 2007 (the "Trust Agreement"), among the Depositor, U.S. Bank, as defined below)Trustee and as a custodian, Deutsche Bank National Trust Company, as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Wells Fargo, as 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 the Servicing Agreement relating to the Owner's right to terminate the Servicer, the Owner's right to receive information from the Servicer, and Subsection 14.01 of the Purchase AgreementOwner's obligation to execute certain confidentiality agreements. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A Schedule I (the "“Mortgage Loans"), ”) and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, Servicing Agreement dated as of April May 1, 2006 2005 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.01 (b) (relating to the Owner’s right to terminate the Company) and Section 4.09 (relating to the Owner’s right to receive information from the Servicer) of the Servicing Agreement or (iiiv) the any rights of the Purchaser Assignor under Section 13 the Commitment Letter dated April 28, 2006 (the “Commitment Letter”), between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s rights and obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition of contrary contained in the CompanyCommitment Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement, the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans"), (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April 16, 2006 (the "Purchase Agreement"), between the Assignor, as purchaser (in such capacity, the "Purchaser"), Assignor and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below). 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 Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection Section 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and Loans, the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Company

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A Schedule I (the "“Mortgage Loans"), ”) and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, Servicing Agreement dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.02(a) (relating to the Owner’s right to terminate the Company) of the Servicing Agreement and Section 4.04 (relating to the Owner’s right to receive information from the Servicer) of the Servicing Agreement or (iiiv) the any rights of the Purchaser Assignor under Section 13 the Notice Letter dated February 28, 2007 (the “Notice Letter”), between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s rights and obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii), (iii) and (iv) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition of contrary contained in the CompanyNotice Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement, the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Mortgagx Xxxxx") xxxted on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans")A, and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase Seller's Purchase, Warranties and Warranties Servicing Agreement, dated as of April 1, 2006 (the "Purchase Servicing Agreement"), by and between the Assignor, as purchaser owner (in such capacity, the "PurchaserOwner"), ) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 the Servicing Agreement relating to the Owner's right to terminate the Company and Subsection 14.01 of the Purchase AgreementOwner's right to receive information from the Servicer. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition Mortgage Loans being serviced under the Servicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be an amount equal to 0.25% of the Companyaggregate principal balance of the Mortgage Loans. EXECUTION COPY

Assignment, Assumption and Conveyance. 1. 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 acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Mortgage Xxxxx") listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans"), and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase Seller's Purchase, Warranties and Warranties Servicing Agreement, dated as of April 1, 2006 (the "Purchase Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor, as purchaser Assignor (in such capacityxxxx xxpxxxxx, the "PurchaserOwner"), ) and the Company, as sellerServicer. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement Master Servicing and Trust Agreement, dated as of May 1, 2007 (the "Trust Agreement"), among the Depositor, Deutsche Bank, as defined below)Trustee and as a custodian, U.S. Bank National Association, as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Wells Fargo, as Master Servicer, securities administrator and as a xxxxodian. 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 the Servicing Agreement relating to the Owner's right to terminate the Servicer, the Owner's right to receive information from the Servicer, and Subsection 14.01 of the Purchase AgreementOwner's obligation to execute certain confidentiality agreements. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 Conduit Program mortgage loans (xxx "Xoxxxxx 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 A (together, the "Mortgage Loans"), and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase Servicing Agreement"), by and between the Assignor, as purchaser owner (in such capacity, the "PurchaserOwner"), ) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 and Subsection 14.01 the following sections of the Purchase Servicing Agreement: Section 6.02 (relating to the Owner's right to terminate the Company) and Section 5.01 (relating to the Owner's right to receive information from the Servicer). The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition Mortgage Loans being serviced under the Servicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be an amount equal to 0.25% of the Companyaggregate principal balance of the Mortgage Loans.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”), and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April 1June 30, 2006 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, Company attached hereto as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below)Attachment 1. 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.01(b) (relating to the Owner’s right to terminate the Company), and Sections 13.12(i) and 13.15 (relating the Owner’s obligation to execute certain confidentiality agreements) or (iv) any rights of the Purchaser Assignor under Section 13 the Commitment Letter, dated as of June 30, 2006 (the “Commitment Letter”) between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition contrary contained in the Commitment Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement: (a) the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth in the Commitment Letter, (b) any Prepayment Penalties collected by the Servicer shall be remitted to the trustee and (c) Servicer shall be entitled to withdraw from the Custodial Account any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to the Companyrelated Purchase Agreement.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A Schedule I (the "“Mortgage Loans"), ”) and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, Servicing Agreement dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.02 (a) (relating to the Owner’s right to terminate the Company) of the Servicing Agreement and Section 4.04 (relating to the Owner’s right to receive information from the Servicer) of the Servicing Agreement or (iiiv) the any rights of the Purchaser Assignor under Section 13 the Notice Letter dated February 24, 2006 (the “Notice Letter”), between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s rights and obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition of contrary contained in the CompanyNotice Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement, the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A Schedule I (the "“Mortgage Loans"), ”) and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, Servicing Agreement dated as of April May 1, 2006 2005 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.01 (b) (relating to the Owner’s right to terminate the Company) and Section 4.09 (relating to the Owner’s right to receive information from the Servicer) of the Servicing Agreement or (iiiv) the any rights of the Purchaser Assignor under Section 13 the Commitment Letter dated March 30, 2006 (the “Commitment Letter”), between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s rights and obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition of contrary contained in the CompanyCommitment Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement, the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 Mxxxxxxx Xxxxx") 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 A (the "Mortgage Loans")A, and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase Servicing Agreement"), by and between the Assignor, as purchaser owner (in such capacity, the "PurchaserOwner"), ) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Conduit Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 and Subsection 14.01 the following sections of the Purchase Servicing Agreement: Section 6.02 (relating to the Owner's right to terminate the Company) and Section 5.01 (relating to the Owner's right to receive information from the Servicer). The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition Mortgage Loans being serviced under the Servicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be an amount equal to 0.25% of the Companyaggregate principal balance of the Mortgage Loans.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans"), (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April October 1, 2006 2004 (the "October Purchase Agreement"), between the Assignor, as purchaser (in such capacity, the "Purchaser"), Purchaser and the Company, as seller, (c) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of November 24, 2004 (the "November Purchase Agreement" and together with the October Purchase Agreement, the "Purchase Agreements"), between the Purchaser and the Company, as seller, and (e) solely insofar as it relates to the Mortgage Loans, that certain Flow Interim Servicing Agreement, dated as of October 1, 2004 (the "Servicing Agreement"), by and between the Assignor and the Company. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below). 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 Purchase Agreements or the Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection Section 14.01 of the each Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans Loans, the Purchase Agreements and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Company

Assignment, Assumption and Conveyance. 1. 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 acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Mortgage Lxxxx") listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans"), and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase Seller's Purchase, Warranties and Warranties Servicing Agreement, dated as of April 1, 2006 (the "Purchase Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor, as purchaser Assignor (in such capacitysxxx xxxaxxxx, the "PurchaserOwner"), ) and the Company, as sellerServicer. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement Master Servicing and Trust Agreement, dated as of August 1, 2006 (the "Trust Agreement"), among the Depositor, LaSalle, as defined below)Trustee, U.S. Bank National Association, as a custodian, Deutsche Bank National Trust Company, as a custodian, JPMorgan Chase Bank, National Association, as a custodian and Wells Fargo, as Master Servicer, securities administrator and as a xxxxxdian. 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 the Servicing Agreement: relating to the Owner's right to terminate the Servicer, the Owner's right to receive information from the Servicer, and Subsection 14.01 of the Purchase AgreementOwner's obligation to execute certain confidentiality agreements. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Xxxxxxx Sachs Residential Mortgage Conduit Program (the "Mortgage Loans") listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A A, (b) the Representations and Warranties Agreement, dated as of December 29, 2006, between Xxxxxxx Xxxxx Mortgage Company ("GSMC") and the Assignor (the "Mortgage LoansRepresentations and Warranties Agreement"), ) and (bc) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase Servicing Agreement"), by and between Xxxxxxx Sachs Mortgage Company as predecessor to the Assignor, as purchaser Assignor (in such capacity, the "PurchaserOwner"), ) and the CompanyServicer, as selleramended by the Step 1 Assignment Agreement. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement Master Servicing and Trust Agreement, dated as of December 1, 2006 (the "Trust Agreement"), among the Depositor, U.S. Bank, as defined below). Trustee and as a custodian, Deutsche Bank National Trust Company, as a custodian, The Assignor specifically reserves Bank of New York Trust Company, National Association, as a custodian and does not assign to the Assignee hereunder (i) any Xxxxx Fargo, as Master Servicer 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 Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Companysecurities administrator.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Goldman Sachs Residential Mortgage Conduit Program (the "Mortgage Lxxxx") listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A A, (b) the Representations and Warranties Agreement, dated as of January 30, 2007, between Goldman Sachs Mortgage Company ("GSMC") and the Assignor (the "Mortgage LoansReprxxxxxxxixxx xnd Warranties Agreement"), ) and (bc) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase Servicing Agreement"), by and between Goldman Sachs Mortgage Company as predecessor to the Assignor, as purchaser Assignor (in such capacitysxxx xxxacity, the "PurchaserOwner"), ) and the CompanyServicer, as selleramended by the Step 1 Assignment Agreement. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement Master Servicing and Trust Agreement, dated as of January 1, 2007 (the "Trust Agreement"), among the Depositor, U.S. Bank, as defined below). Trustee and as a custodian, Deutsche Bank National Trust Company, as a custodian, The Assignor specifically reserves Bank of New York Trust Company, National Association, as a custodian and does not assign to the Assignee hereunder (i) any Wells Fargo, as Master Servicer 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 Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Companysecurities administrator.

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans"), (b) and solely insofar as it relates related to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April 1July 27, 2006 2005 (the "Purchase Agreement"), between the Assignor, as purchaser (in such capacity, the "Purchaser"), and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement (as defined below). 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 Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) the rights of the Purchaser under Subsection 9.05, Section 13 and Subsection 14.01 of the Purchase Agreement, (iii) the rights retained by the Assignor pursuant to Section 6 hereof, and (iv) any rights of the Assignor under the letter agreement relating to the Mortgage Loans, dated September 1, 2005 (the "PPTA"), between the Assignor and the Company. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Company

Assignment, Assumption and Conveyance. 1. 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 Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A Schedule I (the "“Mortgage Loans"), ”) and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, Servicing Agreement dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Trust Agreement (as defined below). 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof, (iii) the rights and obligations of the Owner under Section 6.02(a) (relating to the Owner’s right to terminate the Company) of the Servicing Agreement and Section 4.04 (relating to the Owner’s right to receive information from the Servicer) of the Servicing Agreement or (iiiv) the any rights of the Purchaser Assignor under Section 13 the Notice Letter dated March 30, 2007 (the “Notice Letter”), between the Owner and Subsection 14.01 the Company, which rights shall survive the execution and delivery of the Purchase this Agreement. The Assignee hereby assumes all of the Assignor's ’s rights and obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii), (iii) and (iv) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that, notwithstanding anything to the date hereof. Recognition of contrary contained in the CompanyNotice Letter, with respect to the Mortgage Loans being serviced under the Servicing Agreement, the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.

Assignment, Assumption and Conveyance. 1. 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 acquired through the Xxxxxxx Xxxxx Residential Mortgage Conduit Program (the “Mortgage Loans”) listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "Mortgage Loans")A, (b) the Representations and Warranties Agreement, dated as of June 28, 2007, between Xxxxxxx Xxxxx Mortgage Company (“GSMC”) and the Assignor (the “Representations and Warranties Agreement”), and (c) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of April January 1, 2006 (the "Purchase “Servicing Agreement"”), by and between Xxxxxxx Xxxxx Mortgage Company as predecessor to the Assignor, as purchaser Assignor (in such capacity, the "Purchaser"), “Owner”) and the CompanyServicer, as selleramended by the Step 1 Assignment Agreement. The Assignor hereby agrees that it will (i) deliver possession of the 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 Pooling Agreement Master Servicing and Trust Agreement, dated as of June 1, 2007 (the “Trust Agreement”), among the Depositor, U.S. Bank, as defined below)Trustee and as a custodian, Deutsche Bank National Trust Company, as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Xxxxx Fargo, as Master Servicer, securities administrator and as a custodian. 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 Purchase Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Purchaser Owner under Section 13 and Subsection 14.01 the following sections of the Purchase Servicing Agreement: Section 6.02 (relating to the Owner’s right to terminate the Servicer), Section 5.01 (relating to the Owner’s right to receive information from the Servicer), Section 11.13 (relating to the Owner’s right to consent to certain solicitation activities) and Section 11.16 (relating the Owner’s obligation to execute certain confidentiality agreements). The Assignee hereby assumes all of the Assignor's ’s obligations from and after the date hereof under the Mortgage Loans and the Purchase Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph. The Assignee does not assume hereby such obligations of Assignor prior parties hereto agree that with respect to the date hereof. Recognition of Mortgage Loans being serviced under the CompanyServicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.