Common use of Assignment Provisions Clause in Contracts

Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivaxxxx Xxoxxxxx, LP. ("GSMMDP") and (ii) by GS Mortgage Securities Corp. to GSAA, and then by GSAA, through a collateral assignment, to U.S. Bank National Association, (the "Trustee"), as indenture trustee on behalf of the holders of the GSAA Home Equity Trust 2006-3 Asset-Backed Certificates, (CUSIP Number; see Reference Securities; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant Constant Party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of the Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. Assignor realises and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to the Transaction originally; It being understood and agreed that, with respect to the Trustee as Assignee, the Trustee is an assignee solely by reason of its capacity as Indenture trustee (and not in its individual capacity) and the Trustee in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (c) Constant Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of the Transaction after the Assignment Date. Constant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (d) Assignor hereby represents and warrants to, and covenants and agrees with Assignee and Constant Party that; (i) It is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It has all requisite power and authority to assume the rights and obligations of Assignor under the Transaction as provided herein and perform its obligations under the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Assignor and Constant Party acknowledge that as of the Assignment Date no amounts are owed by Assignor or Constant Party to the other under the Transaction to which this assignment relates. (g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Certificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Certificates and such amendment will not result in a withdrawal or downgrade of the rating of the Certificates.

Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivaxxxx XxoxxxxxDerivative Products, LP. L.P. ("GSMMDP") and (iiix) by GS Mortgage xx XS Xxxxgage Securities Corp. to GSAAGSAMP, and then by GSAAGSAMP, through a collateral assignment, to U.S. Bank National AssociationWells Fargo Bank, N.A. (the "TrusteeSecurities Administrator"), as indenture trustee securities xxxxxistrator on behalf of the holders of the GSAA Home Equity Trust 2006Mortgage Pass-3 AssetThrough Certificates Series 2007-Backed CertificatesHE1, (CUSIP Number; see Reference Securities; Numbers: [_] the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant Constant Partyconstant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of the this Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. Assignor realises and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to the Transaction originally; It being understood and agreed that, with respect to the Trustee as Assignee, the Trustee is an assignee solely by reason of its capacity as Indenture trustee (and not in its individual capacity) and the Trustee in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (c) Constant Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of the Transaction after the Assignment Date. Constant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (d) Assignor hereby represents and warrants to, and covenants and agrees with Assignee and Constant Party that; (i) It is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It has all requisite power and authority to assume the rights and obligations of Assignor under the Transaction as provided herein and perform its obligations under the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Assignor and Constant Party acknowledge that as of the Assignment Date no amounts are owed by Assignor or Constant Party to the other under the Transaction to which this assignment relates. (g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Certificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Certificates and such amendment will not result in a withdrawal or downgrade of the rating of the Certificates.

Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivaxxxx XxoxxxxxDerivxxxxx Xrxxxxxs, LP. ("GSMMDP") and (ii) by GS Mortgage Securities Corp. to GSAA, and then by GSAA, through a collateral assignment, to U.S. Bank National Association, (the "Trustee"), as indenture trustee on behalf of the holders of the GSAA Home Equity Trust 2006-3 Asset-Backed Certificates, (CUSIP Number; see Reference Securities; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant Constant Party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of the Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. Assignor realises and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to the Transaction originally; It being understood and agreed that, with respect to the Trustee as Assignee, the Trustee is an assignee solely by reason of its capacity as Indenture trustee (and not in its individual capacity) and the Trustee in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (c) Constant Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of the Transaction after the Assignment Date. Constant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (d) Assignor hereby represents and warrants to, and covenants and agrees with Assignee and Constant Party that; (i) It is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It has all requisite power and authority to assume the rights and obligations of Assignor under the Transaction as provided herein and perform its obligations under the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Assignor and Constant Party acknowledge that as of the Assignment Date no amounts are owed by Assignor or Constant Party to the other under the Transaction to which this assignment relates. (g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Certificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Certificates and such amendment will not result in a withdrawal or downgrade of the rating of the Certificates.

Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivaxxxx XxoxxxxxXxxxxxtive Products, LP. L.P. ("GSMMDP") and (ii) by GS Mortgage Securities Corp. to GSAAGSAMP, and then by GSAAGSAMP, through a collateral assignment, to U.S. Bank National AssociationWells Fargo Bank, N.A. (the "TrusteeXxxurities Administrator"), as indenture trustee securities administrator on behalf of the holders of the GSAA Home Equity Trust 2006Mortgage Pass-3 AssetThrough Certificates Series 2007-Backed CertificatesH1, (CUSIP Number; see Reference SecuritiesNumbers: [ ]; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant Constant Partyconstant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of the this Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the this Transaction. Assignor realises releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of the this Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the this Transaction prior to or on the Assignment Date. (b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the this Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to the this Transaction originally; It it being understood and agreed that, with respect to the Trustee Securities Administrator as Assignee, the Trustee Securities Administrator is an assignee solely by reason of its capacity as Indenture trustee securities administrator (and not in its individual capacity) and the Trustee Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (c) Constant Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of the this Transaction after the Assignment Date. Constant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the this Transaction prior to or on the Assignment Date. (d) Assignor hereby represents and warrants to, and covenants and agrees with with, Assignee and Constant Party that; : (i) It it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the this Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It it has all requisite power and authority to assume the rights and obligations of Assignor under the this Transaction as provided herein and perform its obligations under the this Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the this Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Assignor and Constant Party acknowledge that as of the Assignment Date no amounts are owed by Assignor or Constant Party to the other under the Transaction to which this assignment relates. (g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Certificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Certificates and such amendment will not result in a withdrawal or downgrade of the rating of the Certificates.

Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivaxxxx XxoxxxxxXxxxxxtxxx Xroducts, LP. L.P. ("GSMMDP") and (ii) by GS Mortgage Securities Corp. to GSAAGSAMP, and then by GSAAGSAMP, through a collateral assignmentassignment to Wells Fargo Bank, to U.S. Bank National Association, N.A. (the "TrusteeXxxurities Administrator"), as indenture trustee securities administrator on behalf of the holders of the GSAA Home Equity Trust 2006Mortgage Pass-3 AssetThrough Certificates, Series 2007-Backed CertificatesH1, (CUSIP Number; : see Reference Securities; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant Constant Partyconstant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of the Transaction to an Assignee, the Assignee shall accept assignment of this the Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" GSCM herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. Assignor realises releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to the Transaction originally; It it being understood and agreed that, with respect to the Trustee Securities Administrator as Assignee, the Trustee Securities Administrator is an assignee solely by reason of its capacity as Indenture trustee securities administrator (and not in its individual capacity) and the Trustee Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (c) Constant Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of the Transaction after the Assignment Date. Constant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (d) Assignor hereby represents and warrants to, and covenants and agrees with with, Assignee and Constant Party that; : (i) It it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It it has all requisite power and authority to assume the rights and obligations of Assignor under the Transaction as provided herein and perform its obligations under the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Assignor and Constant Party acknowledge that as of the Assignment Date no amounts are owed by Assignor or Constant Party to the other under the Transaction to which this assignment relates. (g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Certificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Certificates and such amendment will not result in a withdrawal or downgrade of the rating of the Certificates.

Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivaxxxx XxoxxxxxDerivative Products, LP. L.P. ("GSMMDP") and (iiix) by GS xx XS Mortgage Securities Corp. to GSAAGSAMP, and then by GSAAGSAMP, through a collateral assignment, to U.S. Deutsche Bank National Association, Trust Company (the "Trustee"), as indenture trustee on behalf of the holders of the GSAA Home Equity Trust GSAMP 2006-3 Asset-Backed Certificates, S6 Mortgage Pass Through Certificates (CUSIP Number: 36245C AA 0, 36245C AE 2, 36245C AF 9, 36245C AG 7, 36245C AH 5 and 36245C AJ 0; see Reference Securities; the xxx "CertificatesXxxxxxxcates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant Constant Partyconstant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of the Transaction to an Assignee, the Assignee shall accept assignment of this the Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. Assignor realises and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to the Transaction originally; It being understood and agreed that, with respect to the Trustee as Assignee, the Trustee is an assignee solely by reason of its capacity as Indenture trustee (and not in its individual capacity) and the Trustee in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (c) Constant Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of the Transaction after the Assignment Date. Constant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (d) Assignor hereby represents and warrants to, and covenants and agrees with Assignee and Constant Party that; (i) It is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It has all requisite power and authority to assume the rights and obligations of Assignor under the Transaction as provided herein and perform its obligations under the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Assignor and Constant Party acknowledge that as of the Assignment Date no amounts are owed by Assignor or Constant Party to the other under the Transaction to which this assignment relates. (g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Certificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Certificates and such amendment will not result in a withdrawal or downgrade of the rating of the Certificates.

Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivaxxxx Xxoxxxxx, LP. SECURITIZED ASSET BACKED RECEIVABLES LLC ("GSMMDPSABR") and (ii) by GS Mortgage Securities Corp. to GSAA), and then by GSAASABR, through a collateral assignment, to U.S. Bank Bank, National Association, Association (the "Trustee"), as indenture trustee ) on behalf of the holders of the GSAA Home Equity Trust 2006C-3 BASS Mortgage Loan Asset-Backed Certificates, Series 2006-CB1, under the Pooling and Servicing Agreement, dated as of January 1, 2006 (CUSIP Number; see Reference Securities; the "CertificatesPSA") ), entered into among Securitized Asset Backed Receivables LLC, the Trustee, the Counterparty, as seller, and Xxxxxx Loan Servicing LP (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). These assignments shall occur on the day the Assignor and the Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant Constant Party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate Party A (the "Constant Remaining Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of the this Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCMParty B" herein shall be deemed references to each subsequent assignee of "GSCM"such Assignee. On One each Assignment Date, Constant the Remaining Party, the relevant Assignor and the relevant Assignee, in consideration of the premises promises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (ai) Assignor sells, assigns, transfers, transfers and sets over to Assignee, its successors and permitted assigns, all of its right, title, title and interest in, to, under, and in respect of, the Transaction. Assignor realises releases and discharges Constant Remaining Party from, and agrees not to make any claim against Constant Remaining Party with respect to, any obligations of Constant Remaining Party arising and to be performed under and an in respect of the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (bii) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the Transaction after the Assignment Date, with the same force and effect as if the Assignee had been a party to the Transaction originally; It it being understood and agreed that, with respect to the Trustee as Assignee, the Trustee is an assignee solely by reason of its capacity as Indenture trustee (and not in its individual capacity) and the Trustee in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or of failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (c) Constant Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of the Transaction after the Assignment Date. Constant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (d) Assignor hereby represents and warrants to, and covenants and agrees with Assignee and Constant Party that; (i) It is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It has all requisite power and authority to assume the rights and obligations of Assignor under the Transaction as provided herein and perform its obligations under the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Assignor and Constant Party acknowledge that as of the Assignment Date no amounts are owed by Assignor or Constant Party to the other under the Transaction to which this assignment relates. (g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Certificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Certificates and such amendment will not result in a withdrawal or downgrade of the rating of the Certificates.

Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivaxxxx Xxoxxxxx, LP. L.P. ("GSMMDP") and (ii) by GS Mortgage Securities Corp. to GSAA, and then by GSAA, through a collateral assignment, to U.S. Bank National AssociationWells Fargo Bank, N.A., (the "TrusteeSecuxxxxxs Administrator"), as indenture trustee securities administrator on behalf of the holders of the GSAA Home Equity Trust 2006-3 4 Asset-Backed Certificates, (CUSIP Number; : see Reference Securities; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant Constant Partyconstant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of the Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. Assignor realises releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to the Transaction originally; It it being understood and agreed that, with respect to the Trustee Securities Administrator as Assignee, the Trustee Securities Administrator is an assignee solely by reason of its capacity as Indenture trustee Securities Administrator (and not in its individual capacity) and the Trustee Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (c) Constant Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of the Transaction after the Assignment Date. Constant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (d) Assignor hereby represents and warrants to, and covenants and agrees with with, Assignee and Constant Party that; : (i) It it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It it has all requisite power and authority to assume the rights and obligations of Assignor under the Transaction as provided herein and perform its obligations under the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Assignor and Constant Party acknowledge that as of the Assignment Date no amounts are owed by Assignor or Constant Party to the other under the Transaction to which this assignment relates. (g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Certificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Certificates and such amendment will not result in a withdrawal or downgrade of the rating of the Certificates.

Assignment Provisions. It is acknowledged and agreed by the parties that this the Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivaxxxx XxoxxxxxDerivative Products, LP. L.P. ("GSMMDP") and xxx (iixx) by GS Mortgage Securities Corp. to GSAAGSAMP, and then by GSAAGSAMP, through a collateral assignment, to U.S. Deutsche Bank National AssociationTrust Company, (the "Trustee"), as indenture trustee on behalf of the holders of the GSAA Home Equity Trust GSAMP 2006-3 AssetHE1 Mortgage Pass-Backed Through Certificates, Series 2006-HE1, (CUSIP Number; : see "Reference Securities"; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant Constant Partyconstant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of the Transaction Transactions to an Assignee, the Assignee shall accept assignment of this Transaction the Transactions subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. Assignor realises releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to the Transaction originally; It it being understood and agreed that, with respect to the Trustee executing on behalf of the GSAMP Trust 2006-HE1 (the "Trust") as Assignee, the Trustee is executing an assignee solely by reason of its capacity as Indenture indenture trustee (and not in its individual capacity) as directed and authorized by the Pooling and Servicing Agreement and the Trustee in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach broach or failure of any obligation, representation, warranty or covenant xxxxxxnt made or undertaken hereunder. (c) Constant Party consents , all recourse being solely to the sale, assignment and transfer by Assignor assets of the Trust and the assumption by Assignee referred Trustee shall be entitled to above. Constant Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect the benefits of the Transaction after the Assignment Date. Constant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under Pooling and in respect of the Transaction prior to or on the Assignment DateServicing Agreement. (d) Assignor hereby represents and warrants to, and covenants and agrees with Assignee and Constant Party that; (i) It is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It has all requisite power and authority to assume the rights and obligations of Assignor under the Transaction as provided herein and perform its obligations under the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Assignor and Constant Party acknowledge that as of the Assignment Date no amounts are owed by Assignor or Constant Party to the other under the Transaction to which this assignment relates. (g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Certificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Certificates and such amendment will not result in a withdrawal or downgrade of the rating of the Certificates.

Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivaxxxx XxoxxxxxDerivative Products, LP. L.P. ("GSMMDP") and (iiix) by GS xx XS Mortgage Securities Corp. to GSAAGSAMP, and then by GSAAGSAMP, through a collateral assignmentassignment to Wells Fargo Bank, to U.S. Bank National Association, N.A. (the "TrusteeSecurities Administrator"), as indenture trustee securities xxxxxistrator on behalf of the holders of the GSAA Home Equity Trust 2006Mortgage Pass-3 AssetThrough Certificates, Series 2007-Backed CertificatesHE1, (CUSIP Number; see Reference Securities: [_]; the "CertificatesCertificates ") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant Constant Partyconstant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of the Transaction to an Assignee, the Assignee shall accept assignment of this the Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" GSCM herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. Assignor realises and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to the Transaction originally; It being understood and agreed that, with respect to the Trustee as Assignee, the Trustee is an assignee solely by reason of its capacity as Indenture trustee (and not in its individual capacity) and the Trustee in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (c) Constant Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of the Transaction after the Assignment Date. Constant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (d) Assignor hereby represents and warrants to, and covenants and agrees with Assignee and Constant Party that; (i) It is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It has all requisite power and authority to assume the rights and obligations of Assignor under the Transaction as provided herein and perform its obligations under the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Assignor and Constant Party acknowledge that as of the Assignment Date no amounts are owed by Assignor or Constant Party to the other under the Transaction to which this assignment relates. (g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Certificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Certificates and such amendment will not result in a withdrawal or downgrade of the rating of the Certificates.

Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivaxxxx XxoxxxxxDerivative Products, LP. L.P. ("GSMMDP") and (iiix) by GS xx XS Mortgage Securities Corp. to GSAAGSAMP, and then by GSAAGSAMP, through a collateral assignment, to U.S. Bank National AssociationWells Fargo Bank, N.A. (the "TrusteeSecurities Administrator"), as indenture trustee securities xxxxxistrator on behalf of the holders of the GSAA Home Equity Trust 2006Mortgage Pass-3 AssetThrough Certificates Series 2007-Backed CertificatesNC1, (CUSIP Number; see Reference Securities; Numbers: [ ] the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant Constant Partyconstant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of the this Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transactionthis Transaction . Assignor realises releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of the this Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the this Transaction prior to or on the Assignment Date. (b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the this Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to the this Transaction originally; It it being understood and agreed that, with respect to the Trustee Securities Administrator as Assignee, the Trustee Securities Administrator is an assignee solely by reason of its capacity as Indenture trustee securities administrator (and not in its individual capacity) and the Trustee Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (c) Constant Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of the this Transaction after the Assignment Date. Constant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the this Transaction prior to or on the Assignment Date. (d) Assignor hereby represents and warrants to, and covenants and agrees with with, Assignee and Constant Party that; : (i) It it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the this Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It it has all requisite power and authority to assume the rights and obligations of Assignor under the this Transaction as provided herein and perform its obligations under the this Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the this Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Assignor and Constant Party acknowledge that as of the Assignment Date no amounts are owed by Assignor or Constant Party to the other under the Transaction to which this assignment relates. (g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Certificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Certificates and such amendment will not result in a withdrawal or downgrade of the rating of the Certificates.

Assignment Provisions. It is acknowledged and agreed by the parties that this the Transaction shall be subject to assignment first by Counterparty to GS Long Beach Mortgage Securities Corp.Company. ("LBMC") (such assignment, thenthe "Initial Assignment"), then simultaneously, (i) by GSCM to Goldman Sachs Xxxxxxx Xxxxx Mitsui Marine Derivaxxxx XxoxxxxxDerivative Products, LP. L.P. ("GSMMDP") and (ii) by GS Mortgage Securities Corp. to GSAA, and then by GSAALBMC, through a collateral assignment, to U.S. Long Beach Securities Corp., ("LBSC") and by LBSC, through a collateral assignment, to Deutsche Bank National Association, Trust Company (the "Trustee"), not individually but solely as indenture trustee Trustee under the Pooling Agreement on behalf of the holders of the GSAA Home Equity Long Beach Mortgage Loan Trust 20062005-3 Asset-Backed Certificates2 (such assignments, (CUSIP Number; see Reference Securities; the "Certificates") (each such assignee is referred to herein as an "AssigneeSimultaneous Assignments" and each such assignor is referred to herein as an together with the Initial Assignment, the "AssignorAssignments"). These assignments The Initial Assignment and the Simultaneous Assignments shall occur on the day the Assignor and Assignee parties agree to such assignment Assignments and provide written or oral notification of the effective date of assignment to the relevant Constant Partyconstant party, or, in the case of a simultaneous double assignmentthe Simultaneous Assignments, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an the "Effective Assignment Date"). Furthermore, with respect to each assignment of the Transaction to an Assignee, the Assignee shall accept assignment of this the Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each the Effective Assignment Date, Constant Party, the relevant Assignor and parties to the relevant AssigneeAssignments, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor With respect to the Initial Assignment: (i) Counterparty sells, assigns, transfers, and sets over to AssigneeLBMC, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. Assignor realises Counterparty releases and discharges Constant Party GSCM from, and agrees not to make any claim against Constant Party GSCM with respect to, any obligations of Constant Party GSCM arising and to be performed under and in respect of the Transaction after the Effective Assignment Date. Assignor ; and Counterparty agrees that Assignee LBMC has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Effective Assignment Date. (bii) Assignee LBMC accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor Counterparty arising and to be performed under the Transaction after the Effective Assignment Date, with the same force and effect as if Assignee LBMC had been a party to the Transaction originally; It being understood and agreed that, with respect to the Trustee as Assignee, the Trustee is an assignee solely by reason of its capacity as Indenture trustee (and not in its individual capacity) and the Trustee in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (ciii) Constant Party GSCM consents to the sale, assignment and transfer by Assignor Counterparty and the assumption by Assignee LBMC referred to above. Constant Party GSCM releases and discharges Assignor Counterparty from, and agrees not to make any claim against Assignor Counterparty with respect to, any obligations of Assignor Counterparty arising and to be performed under and in respect of the Transaction after the Effective Assignment Date. Constant Party ; and GSCM agrees that Assignee LBMC has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Effective Assignment Date. (div) Assignor Counterparty hereby represents and warrants to, and covenants and agrees with Assignee with, LBMC and Constant Party GSCM that; : (i) It it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee LBMC its rights and obligations under the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor Counterparty in accordance with the terms hereof. (ev) Assignee LBMC hereby represents and warrants to, and covenants and agrees with Assignor with, Counterparty and Constant Party GSCM that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It it has all requisite power and authority to assume the rights and obligations of Assignor Counterparty under the Transaction as provided herein and perform its obligations under the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the Transaction is its legal, valid, and binding obligation enforceable against Assignee LBMC in accordance with the terms hereof. (fvi) Assignor Counterparty and Constant Party GSCM acknowledge that as of the Effective Assignment Date no amounts are owed by Assignor Counterparty or Constant Party GSCM to the other under the Transaction to which this assignment relates. (gb) Any additional assignments With respect to the Simultaneous Assignments: (i) (A) GSCM sells, assigns, transfers, and sets over to GSMMDP, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. GSCM releases and discharges LBSC from, and agrees not to make any claim against LBSC with respect to, any obligations of LBSC arising and to be performed under and in respect of the Transaction after the Effective Assignment Date. GSCM agrees that GSMMDP has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Effective Assignment Date, (B) LBMC sells, assigns, transfers, and sets over to LBSC, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. LBMC releases and discharges GSCM from, and agrees not to make any claim against LBSC with respect to, any obligations of GSCM arising and to be performed under and in respect of the Transaction after the Effective Assignment Date. LBMC agrees that GSCM has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Effective Assignment Date, and (C) LBSC sells, assigns, transfers, and sets over to Trustee on behalf of Long Beach Mortgage Loan Trust 2005-2 its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. LBMC and LBSC release and discharge GSCM from, and agree not to make any claim against GSCM with respect to, any obligations of GSCM arising and to be performed under and in respect of the Transaction after the Effective Assignment Date. LBMC agrees that LBSC has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Effective Assignment Date. LBSC agrees that the Trustee on behalf of Long Beach Mortgage Loan Trust 2005-2 has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Effective Assignment Date, (ii) (A) GSMMDP accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of GSCM arising and to be performed under the Transaction after the Effective Assignment Date, with the same force and effect as if GSMMDP had been a party to the Transaction originally, (B) LBSC accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of LBMC arising and to be performed under the Transaction after the Effective Assignment Date, with the same force and effect as if LBSC had been a party to the Transaction originally and (C) Trustee on behalf of Long Beach Mortgage Loan Trust 2005-2 accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of LBSC arising and to be performed under the Transaction after the Effective Assignment Date, with the same force and effect as if the Trustee on behalf of Long Beach Mortgage Loan Trust 2005-2 had been a party to the Transaction originally; it being understood and agreed that, with respect to the Trustee as Assignee, the Trustee is an assignee solely by reason of its capacity as trustee (and not in its individual capacity) and the Trustee in it individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (iii) (A) Each of LBMC, LBSC and the Trustee on behalf of Long Beach Mortgage Loan Trust 2005-2 consents to the sale, assignment and transfer by GSCM and the assumption by GSMMDP referred to above. Each of LBMC, LBSC and the Trustee on behalf of Long Beach Mortgage Loan Trust 2005-2 releases and discharges GSCM from, and agrees not to make any claim against GSCM with respect to, any obligations of GSCM arising and to be performed under and in respect of the Transaction after the Effective Assignment Date. Each of LBMC, LBSC and the Trustee on behalf of Long Beach Mortgage Loan Trust 2005-2 agrees that GSMMDP has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Effective Assignment Date; and (B) Each of GSCM and GSMMDP consents to the sale, assignment and transfer by LBMC and assumption by LBSC and the assignment and transfer of LBSC and the assumption by Trustee on behalf of Long Beach Mortgage Loan Trust 2005-2 referred to above. Each of GSCM and GSMMDP releases and discharges LBMC and LBSC from, and agrees not to make any claim against LBMC or LBSC with respect to, any obligations of LBMC or LBSC arising and to be performed under and in respect of the Transaction after the Effective Assignment Date. Each of GSCM and GSMMDP agrees that the Trustee on behalf of Long Beach Mortgage Loan Trust 2005-2 has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Effective Assignment Date. (iv) GSCM, GSMMDP, Counterparty, LBMC, LBSC and Trustee on behalf of Long Beach Mortgage Loan Trust 2005-2 hereby acknowledge that the Effective Assignment Date, as defined in Paragraph 4A hereof, shall be April 5, 2005. (c) No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction to a party (other than the Initial Assignment or the Simultaneous Assignments) shall be permitted by any party hereto unless each of Xxxxx'x Investors Service, Inc. ("Moody's"), Xxxxx, Inc. ("Fitch") and Standard & Poor's, a division of McGraw Hill Companies, Inc. ("S&P") has been provided notice of such transfer, amendment or assignment and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not qualify, downgrade, withdraw or modify its then-current rating of: (i) the Long Beach Mortgage Loan Trust 2005-2 Asset Backed Certificates, Series 2005-2 (the "Certificates") that were rated when issued, and (ii) certain net interest margin securities (the "NIMS") if issued, that may be issued by a separate trust pursuant to an Assignee shall require indenture to be entered into in connection with the consent NIMS (the "Indenture") and secured by certain of GSCM or GSMMDPthe Certificates without regard to the insurance policies issued by the Note Insurer and the Backup Note Insurer (each, if any, as defined in the case may beIndenture). Furthermore, no such transfer, amendment, waiver, supplement, assignment or other modification shall be permitted by either party unless the Note Insurer and the Backup Note Insurer, if any, shall have been provided notice of the same and the Note Insurer and the Backup Note Insurer shall have consented thereto, which consent shall not to be unreasonably withheld. Notwithstanding any provision to Any transfer, amendment, waiver, assignment or other modification without the contrary, no additional assignments consent of this Transaction to a party other than an Assignee the Note Insurer and the Backup Note Insurer shall be madenull and void, and GSCM or GSMMDPprovided, as however, that the case may beNote Insurer, if any, shall not have any consent to such additional assignments of this Transaction until written confirmation of rights hereunder if an Insurer Default (if any, as defined in the Indenture) has occurred and is continuing and the Backup Note Insurer, if any, shall not have any consent rights hereunder if a Backup Note Insurer Default (if any, as defined in the Indenture) has occurred and is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade continuing. (d) Each party hereto expressly understands and agrees that: (i) all of the rating rights, interest and obligations under the Transaction have been assigned to Deutsche Bank National Trust Company, not individually, but solely as Trustee under the Pooling Agreement on behalf of Long Beach Mortgage Loan Trust 2005-2 and (ii) insofar as this Confirmation is executed by the Trustee (a) this Confirmation is executed and delivered by Deutsche Bank National Trust Company, not in its individual capacity but solely as Trustee under the Pooling Agreement on behalf of Long Beach Mortgage Loan Trust 2005-2 referred to in this Confirmation in the exercise of the Certificates. Furthermorepowers and authority conferred and vested in it thereunder; (b) under no circumstances shall Deutsche Bank National Trust Company in its individual capacity be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation; (c) the representations, undertakings and agreements herein made by Trustee are made and intended not as personal representations, undertakings and agreements by Deutsche Bank National Trust Company but are made and intended for the purpose of binding Long Beach Mortgage Loan Trust 2005-2; and (d) nothing herein contained shall be construed as creating any liability on Deutsche Bank National Trust Company, individually or personally, to perform any covenant either expressed or implied, all such liability, if any, being expressly waived by the parties who are signatories hereto and by any person claiming by, through or under such parties. (e) Each party hereto, hereby makes to each other party hereto each representation set forth in Section 3(a) of the ISDA Agreement. (f) Deutsche Bank National Trust Company, not individually, but solely as Trustee under the Pooling Agreement on behalf of Long Beach Mortgage Loan Trust 2005-2 and each party hereto hereby acknowledge that no amendment further redocumentation of the Transaction is necessary upon the execution by all parties of this Confirmation by an Assignee or other permitted assign and, upon the Effective Assignment Date, all references to GSCM in each Confirmation shall be madedeemed to be references to GSMMDP and all references to Counterparty in each Confirmation shall be deemed to be references to Deutsche Bank National Trust Company, not individually, but solely as Trustee under the Pooling Agreement on behalf of Long Beach Mortgage Loan Trust 2005-2. The parties, except as otherwise agreed, will each pay their own costs and GSCM or GSMMDPexpenses (including legal fees) incurred in connection with this Confirmation and as a result of the negotiation, as the case may be, shall not consent to such amendment preparation and execution of this Confirmation. This Confirmation may be executed in several counterparts, until written confirmation from each of which shall be deemed an original but all of which together shall constitute one and the rating agency is received that same instrument. In providing this Confirmation, it has rated the Certificates and shall not be necessary to produce or account for more than one such amendment will not result in a withdrawal or downgrade of the rating of the Certificatescounterpart.

Assignment Provisions. It is acknowledged and agreed by the parties that tat this Transaction shall be subject to assignment first by Counterparty to GS Long Beach Mortgage Securities Corp.Company (“LBMC”), then, simultaneously, (i) by GSCM to Goldman Sachs Xxxxxxx Xxxxx Mitsui Marine Derivaxxxx XxoxxxxxDerivative Products, LP. L.P. ("“GSMMDP"”) and (ii) by GS Mortgage LBMC through a collateral assignment to Long Beach Securities Corp. to GSAA(“LBSC”), and then by GSAALBSC, through a collateral assignment, to U.S. Deutsche Bank National AssociationTrust Company, (the "“Trustee"”), as indenture trustee of LBMLT on behalf of the holders of the GSAA Home Equity Long Beach Mortgage Loan Trust 2006-3 Asset-WL1 Asset Backed Certificates, Series 2006-WL1 (CUSIP Number; : see Reference Securities; the "“Certificates"”) (each such assignee is referred to herein as an "“Assignee" ” and each such assignor is referred to herein as an "“Assignor"”). These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant Constant Partyconstant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "“Constant Party"”) (each such day hereinafter referred to as an "“Assignment Date"”). Furthermore, with respect to each assignment of the Transaction Transactions to an Assignee, the Assignee shall accept assignment of this Transaction the Transactions subject to all terms of this Confirmation and all references to the term "“Counterparty" ” herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "“GSCM" ” herein shall be deemed references to each subsequent assignee of "GSCM"”. On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, to the Transaction. Assignor realises releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to the Transaction originally; It it being understood and agreed that, with respect to the Trustee as Assignee, the Trustee is an assignee solely by reason of its capacity as Indenture trustee (and not in its individual capacity) and the Trustee in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (c) Constant Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of the Transaction after the Assignment Date. Constant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (d) Assignor hereby represents and warrants to, and covenants and agrees with with, Assignee and Constant Party that; : (i) It it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It it has all requisite power and authority to assume the rights and obligations of Assignor under the Transaction as provided herein and perform its obligations under the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Assignor and Constant Party acknowledge that as of the Assignment Date no amounts are owed by Assignor or Constant Party to the other under the Transaction to which this assignment relates. (g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Certificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Certificates and such amendment will not result in a withdrawal or downgrade of the rating of the Certificates.

Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivaxxxx XxoxxxxxDerivative Products, LP. L.P. ("GSMMDP") and (iiix) by GS Mortgage xx XS Xxxxgage Securities Corp. to GSAA, and then by GSAA, through a collateral assignment, to U.S. Deutsche Bank National AssociationTrust Company, solely as trustee (the "Trustee"), as indenture trustee ) on behalf of the holders of the GSAA Home Equity Trust GSAMP Mortgage Pass-Through Certificates, Series 2006-3 Asset-Backed Certificates, S6 (CUSIP Number; : see Reference Securities; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant Constant Partyconstant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of the Transaction to an Assignee, the Assignee shall accept assignment of this the Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. Assignor realises and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to the Transaction originally; It being understood and agreed that, with respect to the Trustee as Assignee, the Trustee is an assignee solely by reason of its capacity as Indenture trustee (and not in its individual capacity) and the Trustee in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (c) Constant Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of the Transaction after the Assignment Date. Constant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (d) Assignor hereby represents and warrants to, and covenants and agrees with Assignee and Constant Party that; (i) It is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It has all requisite power and authority to assume the rights and obligations of Assignor under the Transaction as provided herein and perform its obligations under the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Assignor and Constant Party acknowledge that as of the Assignment Date no amounts are owed by Assignor or Constant Party to the other under the Transaction to which this assignment relates. (g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Certificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Certificates and such amendment will not result in a withdrawal or downgrade of the rating of the Certificates.

Assignment Provisions. It is acknowledged and agreed by the parties that this the Transaction shall be subject to assignment first by Counterparty to GS Long Beach Mortgage Securities Corp.Company. ("LBMC") (such assignment, thenthe "Initial Assignment"), then simultaneously, (i) by GSCM to Goldman Sachs Xxxxxxx Xxxxx Mitsui Marine Derivaxxxx XxoxxxxxDerivative Products, LP. L.P. ("GSMMDP") and (ii) by GS Mortgage Securities Corp. to GSAA, and then by GSAALBMC, through a collateral assignment, to U.S. Long Beach Securities Corp., ("LBSC") and by LBSC, through a collateral assignment, to Deutsche Bank National Association, Trust Company (the "Trustee"), not individually but solely as indenture trustee Trustee under the Pooling Agreement on behalf of the holders of the GSAA Home Equity Long Beach Mortgage Loan Trust 20062005-3 Asset-Backed Certificates2 (such assignments, (CUSIP Number; see Reference Securities; the "Certificates") (each such assignee is referred to herein as an "AssigneeSimultaneous Assignments" and each such assignor is referred to herein as an together with the Initial Assignment, the "AssignorAssignments"). These assignments The Initial Assignment and the Simultaneous Assignments shall occur on the day the Assignor and Assignee parties agree to such assignment Assignments and provide written or oral notification of the effective date of assignment to the relevant Constant Partyconstant party, or, in the case of a simultaneous double assignmentthe Simultaneous Assignments, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an the "Effective Assignment Date"). Furthermore, with respect to each assignment of the Transaction to an Assignee, the Assignee shall accept assignment of this the Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each the Effective Assignment Date, Constant Party, the relevant Assignor and parties to the relevant AssigneeAssignments, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor With respect to the Initial Assignment: (i) Counterparty sells, assigns, transfers, and sets over to AssigneeLBMC, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. Assignor realises Counterparty releases and discharges Constant Party GSCM from, and agrees not to make any claim against Constant Party GSCM with respect to, any obligations of Constant Party GSCM arising and to be performed under and in respect of the Transaction after the Effective Assignment Date. Assignor ; and Counterparty agrees that Assignee LBMC has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Effective Assignment Date. (bii) Assignee LBMC accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor Counterparty arising and to be performed under the Transaction after the Effective Assignment Date, with the same force and effect as if Assignee LBMC had been a party to the Transaction originally; It being understood and agreed that, with respect to the Trustee as Assignee, the Trustee is an assignee solely by reason of its capacity as Indenture trustee (and not in its individual capacity) and the Trustee in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (ciii) Constant Party GSCM consents to the sale, assignment and transfer by Assignor Counterparty and the assumption by Assignee LBMC referred to above. Constant Party GSCM releases and discharges Assignor Counterparty from, and agrees not to make any claim against Assignor Counterparty with respect to, any obligations of Assignor Counterparty arising and to be performed under and in respect of the Transaction after the Effective Assignment Date. Constant Party ; and GSCM agrees that Assignee LBMC has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Effective Assignment Date. (div) Assignor Counterparty hereby represents and warrants to, and covenants and agrees with Assignee with, LBMC and Constant Party GSCM that; : (i) It it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee LBMC its rights and obligations under the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor Counterparty in accordance with the terms hereof. (ev) Assignee LBMC hereby represents and warrants to, and covenants and agrees with Assignor with, Counterparty and Constant Party GSCM that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It it has all requisite power and authority to assume the rights and obligations of Assignor Counterparty under the Transaction as provided herein and perform its obligations under the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the Transaction is its legal, valid, and binding obligation enforceable against Assignee LBMC in accordance with the terms hereof. (fvi) Assignor Counterparty and Constant Party GSCM acknowledge that as of the Effective Assignment Date no amounts are owed by Assignor Counterparty or Constant Party GSCM to the other under the Transaction to which this assignment relates. (gb) Any additional assignments With respect to the Simultaneous Assignments: (i) (A) GSCM sells, assigns, transfers, and sets over to GSMMDP, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. GSCM releases and discharges LBSC from, and agrees not to make any claim against LBSC with respect to, any obligations of LBSC arising and to be performed under and in respect of the Transaction after the Effective Assignment Date. GSCM agrees that GSMMDP has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Effective Assignment Date, (B) LBMC sells, assigns, transfers, and sets over to LBSC, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. LBMC releases and discharges GSCM from, and agrees not to make any claim against LBSC with respect to, any obligations of GSCM arising and to be performed under and in respect of the Transaction after the Effective Assignment Date. LBMC agrees that GSCM has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Effective Assignment Date, and (C) LBSC sells, assigns, transfers, and sets over to Trustee on behalf of Long Beach Mortgage Loan Trust 2005-2 its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. LBMC and LBSC release and discharge GSCM from, and agree not to make any claim against GSCM with respect to, any obligations of GSCM arising and to be performed under and in respect of the Transaction after the Effective Assignment Date. LBMC agrees that LBSC has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Effective Assignment Date. LBSC agrees that the Trustee on behalf of Long Beach Mortgage Loan Trust 2005-2 has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Effective Assignment Date, (ii) (A) GSMMDP accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of GSCM arising and to be performed under the Transaction after the Effective Assignment Date, with the same force and effect as if GSMMDP had been a party to the Transaction originally, (B) LBSC accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of LBMC arising and to be performed under the Transaction after the Effective Assignment Date, with the same force and effect as if LBSC had been a party to the Transaction originally and (C) Trustee on behalf of Long Beach Mortgage Loan Trust 2005-2 accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of LBSC arising and to be performed under the Transaction after the Effective Assignment Date, with the same force and effect as if the Trustee on behalf of Long Beach Mortgage Loan Trust 2005-2 had been a party to the Transaction originally; it being understood and agreed that, with respect to the Trustee as Assignee, the Trustee is an assignee solely by reason of its capacity as trustee (and not in its individual capacity) and the Trustee in it individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (iii) (A) Each of LBMC, LBSC and the Trustee on behalf of Long Beach Mortgage Loan Trust 2005-2 consents to the sale, assignment and transfer by GSCM and the assumption by GSMMDP referred to above. Each of LBMC, LBSC and the Trustee on behalf of Long Beach Mortgage Loan Trust 2005-2 releases and discharges GSCM from, and agrees not to make any claim against GSCM with respect to, any obligations of GSCM arising and to be performed under and in respect of the Transaction after the Effective Assignment Date. Each of LBMC, LBSC and the Trustee on behalf of Long Beach Mortgage Loan Trust 2005-2 agrees that GSMMDP has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Effective Assignment Date; and (B) Each of GSCM and GSMMDP consents to the sale, assignment and transfer by LBMC and assumption by LBSC and the assignment and transfer of LBSC and the assumption by Trustee on behalf of Long Beach Mortgage Loan Trust 2005-2 referred to above. Each of GSCM and GSMMDP releases and discharges LBMC and LBSC from, and agrees not to make any claim against LBMC or LBSC with respect to, any obligations of LBMC or LBSC arising and to be performed under and in respect of the Transaction after the Effective Assignment Date. Each of GSCM and GSMMDP agrees that the Trustee on behalf of Long Beach Mortgage Loan Trust 2005-2 has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Effective Assignment Date. (iv) GSCM, GSMMDP, Counterparty, LBMC, LBSC and Trustee on behalf of Long Beach Mortgage Loan Trust 2005-2 hereby acknowledge that the Effective Assignment Date, as defined in Paragraph 4A hereof, shall be April 5, 2005. (c) No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction to a party (other than the Initial Assignment or the Simultaneous Assignments) shall be permitted by any party hereto unless each of Xxxxx'x Investors Service, Inc. ("Moody's"), Xxxxx, Inc. ("Fitch") and Standard & Poor's, a division of McGraw Hill Companies, Inc. ("S&P") has been provided notice of such transfer, amendment or assignment and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not qualify, downgrade, withdraw or modify its then-current rating of: (i) the Long Beach Mortgage Loan Trust 2005-2 Asset Backed Certificates, Series 2005-2 (the "Certificates") that were rated when issued, and (ii) certain net interest margin securities (the "NIMS") if issued, that may be issued by a separate trust pursuant to an Assignee shall require indenture to be entered into in connection with the consent NIMS (the "Indenture") and secured by certain of GSCM or GSMMDPthe Certificates without regard to the insurance policies issued by the Note Insurer and the Backup Note Insurer (each, if any, as defined in the case may beIndenture). Furthermore, no such transfer, amendment, waiver, supplement, assignment or other modification shall be permitted by either party unless the Note Insurer and the Backup Note Insurer, if any, shall have been provided notice of the same and the Note Insurer and the Backup Note Insurer shall have consented thereto, which consent shall not to be unreasonably withheld. Notwithstanding any provision to Any transfer, amendment, waiver, assignment or other modification without the contrary, no additional assignments consent of this Transaction to a party other than an Assignee the Note Insurer and the Backup Note Insurer shall be madenull and void, and GSCM or GSMMDPprovided, as however, that the case may beNote Insurer, if any, shall not have any consent to such additional assignments of this Transaction until written confirmation of rights hereunder if an Insurer Default (if any, as defined in the Indenture) has occurred and is continuing and the Backup Note Insurer, if any, shall not have any consent rights hereunder if a Backup Note Insurer Default (if any, as defined in the Indenture) has occurred and is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade continuing. (d) Each party hereto expressly understands and agrees that: (i) all of the rating rights, interest and obligations under the Transaction have been assigned to Deutsche Bank National Trust Company, not individually, but solely as Trustee under the Pooling Agreement on behalf of Long Beach Mortgage Loan Trust 2005-2 and (ii) insofar as this Confirmation is executed by the Trustee (a) this Confirmation is executed and delivered by Deutsche Bank National Trust Company, not in it individual capacity but solely as Trustee under the Pooling Agreement on behalf of Long Beach Mortgage Loan Trust 2005-2 referred to in this Confirmation in the exercise of the Certificates. Furthermorepowers and authority conferred and vested in it thereunder; (b) under no circumstances shall Deutsche Bank National Trust Company in its individual capacity be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation; (c) the representations, undertakings and agreements herein made by Trustee are made and intended not as personal representations, undertakings and agreements by Deutsche Bank National Trust Company but are made and intended for the purpose of binding Long Beach Mortgage Loan Trust 2005-2; and (d) nothing herein contained shall be construed as creating any liability on Deutsche Bank National Trust Company, individually or personally, to perform any covenant either expressed or implied, all such liability, if any, being expressly waived by the parties who are signatories hereto and by any person claiming by, through or under such parties. (e) Each party hereto, hereby makes to each other party hereto each representation set forth in Section 3(a) of the ISDA Agreement. (f) Deutsche Bank National Trust Company, not individually, but solely as Trustee under the Pooling Agreement on behalf of Long Beach Mortgage Loan Trust 2005-2 and each party hereto hereby acknowledge that no amendment further redocumentation of the Transaction is necessary upon the execution by all parties of this Confirmation by an Assignee or other permitted assign and, upon the Effective Assignment Date, all references to GSCM in each Confirmation shall be madedeemed to be references to GSMMDP and all references to Counterparty in each Confirmation shall be deemed to be references to Deutsche Bank National Trust Company, not individually, but solely as Trustee under the Pooling Agreement on behalf of Long Beach Mortgage Loan Trust 2005-2. The parties, except as otherwise agreed, will each pay their own costs and GSCM or GSMMDPexpenses (including legal fees) incurred in connection with this Confirmation and as a result of the negotiation, as the case may be, shall not consent to such amendment preparation and execution of this Confirmation. This Confirmation may be executed in several counterparts, until written confirmation from each of which shall be deemed an original but all of which together shall constitute one and the rating agency is received that same instrument. In providing this Confirmation, it has rated the Certificates and shall not be necessary to produce or account for more than one such amendment will not result in a withdrawal or downgrade of the rating of the Certificatescounterpart.

Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivaxxxx XxoxxxxxDerivative Products, LP. L.P. ("GSMMDP") and (iiix) by GS Mortgage xx XS Xxxxgage Securities Corp. to GSAAGSAMP, and then by GSAAGSAMP, through a collateral assignmentassignment to Wells Fargo Bank, to U.S. Bank National Association, N.A. (the "TrusteeSecurities Administrator"), as indenture trustee securities xxxxxistrator on behalf of the holders of the GSAA Home Equity Trust Mortgage Pass-Through Certificates, Series 2006-3 Asset-Backed CertificatesHE8, (CUSIP Number; : see Reference Securities; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant Constant Partyconstant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of the Transaction to an Assignee, the Assignee shall accept assignment of this the Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" GSCM herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. Assignor realises releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to the Transaction originally; It it being understood and agreed that, with respect to the Trustee Securities Administrator as Assignee, the Trustee Securities Administrator is an assignee solely by reason of its capacity as Indenture trustee securities administrator (and not in its individual capacity) and the Trustee Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (c) Constant Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Party releases Parxx xxxxxses and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of the Transaction after the Assignment Date. Constant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (d) Assignor hereby represents and warrants to, and covenants and agrees with with, Assignee and Constant Party that; : (i) It it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It it has all requisite power and authority to assume the rights and obligations of Assignor under the Transaction as provided herein and perform its obligations under the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Assignor and Constant Party acknowledge that as of the Assignment Date no amounts are owed by Assignor or Constant Party to the other under the Transaction to which this assignment relates. (g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Certificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Certificates and such amendment will not result in a withdrawal or downgrade of the rating of the Certificates.

Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivaxxxx Xxoxxxxx, LP. SECURITIZED ASSET BACKED RECEIVABLES LLC ("GSMMDPSABR") and (ii) by GS Mortgage Securities Corp. to GSAA), and then by GSAASABR, through a collateral assignment, to U.S. Bank Bank, National Association, Association (the "Trustee"), as indenture trustee ) on behalf of the holders of the GSAA Home Equity Trust 2006C-3 BASS Mortgage Loan Asset-Backed Certificates, Series 2006-CB1, under the Pooling and Servicing Agreement, dated as of January 1, 2006 (CUSIP Number; see Reference Securities; the "CertificatesPSA") ), entered into among Securitized Asset Backed Receivables LLC, the Trustee, the Counterparty, as seller, and Xxxxxx Loan Servicing LP (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). These assignments shall occur on the day the Assignor and the Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant Constant Party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate Party A (the "Constant Remaining Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of the this Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCMParty B" herein shall be deemed references to each subsequent assignee of "GSCM"such Assignee. On One each Assignment Date, Constant the Remaining Party, the relevant Assignor and the relevant Assignee, in consideration of the premises promises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. Assignor realises and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to the Transaction originally; It being understood and agreed that, with respect to the Trustee as Assignee, the Trustee is an assignee solely by reason of its capacity as Indenture trustee (and not in its individual capacity) and the Trustee in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (c) Constant Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of the Transaction after the Assignment Date. Constant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (d) Assignor hereby represents and warrants to, and covenants and agrees with Assignee and Constant Party that; (i) It is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It has all requisite power and authority to assume the rights and obligations of Assignor under the Transaction as provided herein and perform its obligations under the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Assignor and Constant Party acknowledge that as of the Assignment Date no amounts are owed by Assignor or Constant Party to the other under the Transaction to which this assignment relates. (g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Certificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Certificates and such amendment will not result in a withdrawal or downgrade of the rating of the Certificates.

Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivaxxxx XxoxxxxxDerivative Products, LP. L.P. ("GSMMDP") and (iiix) by GS xx XS Mortgage Securities Corp. to GSAAGSAMP, and then by GSAAGSAMP, through a collateral assignmentassignment to Wells Fargo Bank, to U.S. Bank National Association, N.A. (the "TrusteeSecurities Administrator"), as indenture trustee securities xxxxxistrator on behalf of the holders of the GSAA Home Equity Trust 2006Mortgage Pass-3 AssetThrough Certificates, Series 2007-Backed CertificatesNC1, (CUSIP Number; see Reference Securities: [ ]; the "CertificatesCertificates ") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant Constant Partyconstant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of the Transaction to an Assignee, the Assignee shall accept assignment of this the Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" GSCM herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. Assignor realises releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to the Transaction originally; It it being understood and agreed that, with respect to the Trustee Securities Administrator as Assignee, the Trustee Securities Administrator is an assignee solely by reason of its capacity as Indenture trustee securities administrator (and not in its individual capacity) and the Trustee Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (c) Constant Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of the Transaction after the Assignment Date. Constant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (d) Assignor hereby represents and warrants to, and covenants and agrees with with, Assignee and Constant Party that; : (i) It it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It it has all requisite power and authority to assume the rights and obligations of Assignor under the Transaction as provided herein and perform its obligations under the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Assignor and Constant Party acknowledge that as of the Assignment Date no amounts are owed by Assignor or Constant Party to the other under the Transaction to which this assignment relates. (g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Certificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Certificates and such amendment will not result in a withdrawal or downgrade of the rating of the Certificates.

Assignment Provisions. It is acknowledged and agreed by the parties that Mat this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivaxxxx XxoxxxxxDerivative Products, LP. L.P. ("GSMMDP") and xxx (iixi) by GS Mortgage Securities Corp. to GSAA, and then by GSAA, through a collateral assignment, to U.S. Bank National AssociationWells Fargo Bank, N.A., (the "TrusteeSecurities Administrator"), as indenture trustee secxxxxxes administrator on behalf of the holders of the GSAA Home Equity Trust 2006-3 2 Asset-Backed Certificates, (CUSIP Number; : see Reference Securities; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the the, relevant Constant Partyconstant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of the Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term ""Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and arid the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. Assignor realises and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to the Transaction originally; It being understood and agreed that, with respect to the Trustee as Assignee, the Trustee is an assignee solely by reason of its capacity as Indenture trustee (and not in its individual capacity) and the Trustee in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (c) Constant Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of the Transaction after the Assignment Date. Constant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (d) Assignor hereby represents and warrants to, and covenants and agrees with Assignee and Constant Party that; (i) It is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It has all requisite power and authority to assume the rights and obligations of Assignor under the Transaction as provided herein and perform its obligations under the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Assignor and Constant Party acknowledge that as of the Assignment Date no amounts are owed by Assignor or Constant Party to the other under the Transaction to which this assignment relates. (g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Certificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Certificates and such amendment will not result in a withdrawal or downgrade of the rating of the Certificates.

Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivaxxxx XxoxxxxxDerivxxxxx Xrxxxxxs, LP. L.P. ("GSMMDP") and (iii) by GS Mortgage Securities Corp. to GSAA, and then by GSAA, through a collateral assignment, to U.S. Bank National Association, (the "Trustee"), as indenture trustee on behalf of the holders of the GSAA Home Equity Trust 2006-3 1 Asset-Backed Certificates, (CUSIP Number; : see Reference Securities; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant Constant Partyconstant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of the Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. Assignor realises releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to the Transaction originally; It it being understood and agreed that, with respect to the Trustee as Assignee, the Trustee is an assignee solely by reason of its capacity as Indenture trustee (and not in its individual capacity) and the Trustee in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (c) Constant Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of the Transaction after the Assignment Date. Constant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (d) Assignor hereby represents and warrants to, and covenants and agrees with with, Assignee and Constant Party that; : (i) It it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It it has all requisite power and authority to assume the rights and obligations of Assignor under the Transaction as provided herein and perform its obligations under the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Assignor and Constant Party acknowledge that as of the Assignment Date no amounts are owed by Assignor or Constant Party to the other under the Transaction to which this assignment relates. (g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Certificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Certificates and such amendment will not result in a withdrawal or downgrade of the rating of the Certificates.

Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivaxxxx XxoxxxxxDerivative Products, LP. L.P. ("GSMMDP") and (iiix) by GS xx XS Mortgage Securities Corp. to GSAAGSAMP, and then by GSAAGSAMP, through a collateral assignmentassignment to Wells Fargo Bank, to U.S. Bank National Association, N.A. (the "TrusteeSecurities Administrator"), as indenture trustee securities xxxxxistrator on behalf of the holders of the GSAA Home Equity Trust 2006Mortgage Pass-3 AssetThrough Certificates, Series 2007-Backed CertificatesHE2, (CUSIP Number; see Reference Securities: [_]; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant Constant Partyconstant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of the Transaction to an Assignee, the Assignee shall accept assignment of this the Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" GSCM herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transaction. Assignor realises releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to the Transaction originally; It it being understood and agreed that, with respect to the Trustee Securities Administrator as Assignee, the Trustee Securities Administrator is an assignee solely by reason of its capacity as Indenture trustee securities administrator (and not in its individual capacity) and the Trustee Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (c) Constant Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of the Transaction after the Assignment Date. Constant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the Transaction prior to or on the Assignment Date. (d) Assignor hereby represents and warrants to, and covenants and agrees with with, Assignee and Constant Party that; : (i) It it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It it has all requisite power and authority to assume the rights and obligations of Assignor under the Transaction as provided herein and perform its obligations under the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Assignor and Constant Party acknowledge that as of the Assignment Date no amounts are owed by Assignor or Constant Party to the other under the Transaction to which this assignment relates. (g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Certificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Certificates and such amendment will not result in a withdrawal or downgrade of the rating of the Certificates.

Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivaxxxx XxoxxxxxDerivative Products, LP. L.P. ("GSMMDP") and (iiix) by GS xx XS Mortgage Securities Corp. to GSAAGSAMP, and then by GSAAGSAMP, through a collateral assignment, to U.S. Bank National AssociationWells Fargo Bank, N.A. (the "TrusteeSecurities Administrator"), as indenture trustee securities xxxxxistrator on behalf of the holders of the GSAA Home Equity Trust 2006Mortgage Pass-3 AssetThrough Certificates Series 2007-Backed CertificatesHE2, (CUSIP Number; see Reference Securities; Numbers: [_] the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant Constant Partyconstant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of the this Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the this Transaction. Assignor realises releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of the this Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the this Transaction prior to or on the Assignment Date. (b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the this Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to the this Transaction originally; It it being understood and agreed that, with respect to the Trustee Securities Administrator as Assignee, the Trustee Securities Administrator is an assignee solely by reason of its capacity as Indenture trustee securities administrator (and not in its individual capacity) and the Trustee Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (c) Constant Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of the this Transaction after the Assignment Date. Constant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of the this Transaction prior to or on the Assignment Date. (d) Assignor hereby represents and warrants to, and covenants and agrees with with, Assignee and Constant Party that; : (i) It it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the this Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) It it has all requisite power and authority to assume the rights and obligations of Assignor under the this Transaction as provided herein and perform its obligations under the this Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the this Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Assignor and Constant Party acknowledge that as of the Assignment Date no amounts are owed by Assignor or Constant Party to the other under the Transaction to which this assignment relates. (g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from the rating agencies that have rated the Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Certificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Certificates and such amendment will not result in a withdrawal or downgrade of the rating of the Certificates.