ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

                                                                  EXHIBIT 99.5

                                                                EXECUTION COPY
                                                                --------------


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             NEW CENTURY ALTERNATIVE MORTGAGE LOAN TRUST 2006-ALT2

                           ASSET-BACKED CERTIFICATES

                               SERIES 2006-ALT2

               ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

                                     among

                         GS MORTGAGE SECURITIES CORP.,
                                  as Assignor

                        U.S. BANK NATIONAL ASSOCIATION,
                          AS TRUSTEE FOR NEW CENTURY
                           ALTERNATIVE MORTGAGE LOAN
                              TRUST 2006-ALT2, as
                                   Assignee

                                      and

                       NEW CENTURY MORTGAGE CORPORATION,
                           as the Responsible Party


                                  Dated as of

                               October 30, 2006

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               ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

            ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made this 30th
day of October, 2006 (this "Assignment Agreement"), among New Century Mortgage
Corporation, a California corporation (the "Responsible Party"), U.S Bank
National Association ("U.S. Bank"), not in its individual capacity, but solely
as trustee (in such capacity, the "Trustee") on behalf of New Century
Alternative Mortgage Loan Trust 2006-ALT2 (the "Assignee"), and GS Mortgage
Securities Corp., a Delaware corporation (the "Assignor" or "Depositor").

            WHEREAS, Goldman Sachs Mortgage Company ("GSMC") and the
Responsible Party have entered into (i) the Flow Interim Servicing Agreement,
dated as of March 1, 2006 (the "Servicing Agreement"), and (ii) the Flow
Mortgage Loan Purchase and Warranties Agreement, dated as of March 1, 2006
(the "Sale Agreement") and the related purchase price and terms letter
("PPTL"), dated as of each of August 3, 2006 and August 23, 2006, pursuant to
which the Responsible Party sold to GSMC certain mortgage loans listed on the
mortgage loan schedule attached as an exhibit to the related PPTL;

            WHEREAS, GSMC has assigned and conveyed certain mortgage loans
(the "Mortgage Loans"), which Mortgage Loans are subject to the provisions of
the PPTL, the Servicing Agreement and the Sale Agreement, to the Assignor
pursuant to an Assignment, Assumption and Recognition Agreement, dated as of
October 30, 2006 (the "GSMC Assignment Agreement");

            WHEREAS, the Assignee has agreed on certain terms and conditions
to purchase from the Assignor the Mortgage Loans acquired by the Assignor
pursuant to the GSMC Assignment Agreement, which Mortgage Loans are listed on
the mortgage loan schedule attached as Exhibit 1 hereto (the "Mortgage Loan
Schedule"); and

            WHEREAS, pursuant to a Trust Agreement, dated as of October 1,
2006 (the "Trust Agreement"), among the Depositor, the Trustee and Deutsche
Bank National Trust Company, as custodian, the Assignor will transfer the
Mortgage Loans to the Assignee, together with the Assignor's rights under the
Servicing Agreement and the Sale Agreement, to the extent relating to the
Mortgage Loans (other than the rights of the Assignor to indemnification
thereunder).

            NOW THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:

            1. Assignment and Assumption.

            (a) The Assignor hereby assigns to the Assignee, as of the date
hereof, all of its right, title and interest in and to the Mortgage Loans and
the GSMC Assignment Agreement (including without limitation the rights of GSMC
under the Servicing Agreement and the Sale Agreement, to the extent assigned
to the Assignor under the GSMC Assignment Agreement) from and after the date
hereof, and the Assignee hereby assumes all of the Assignor's obligations
under the Servicing Agreement and the Sale Agreement, to the extent relating
to the Mortgage

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Loans from and after the date hereof, and the Responsible Party hereby
acknowledges such assignment and assumption and hereby agrees to the release
of the Assignor from any obligations under the Servicing Agreement and the
Sale Agreement from and after the date hereof, to the extent relating to the
Mortgage Loans.

            (b) The Assignor represents and warrants to the Assignee that the
Assignor has not taken any action which would serve to impair or encumber the
Assignor's ownership interest in the Mortgage Loans since the respective dates
of the Servicing Agreement and the Sale Agreement.

            (c) The Responsible Party and the Assignor shall have the right to
amend, modify or terminate the Servicing Agreement or the Sale Agreement
without the joinder of the Assignee with respect to mortgage loans not
conveyed to the Assignee hereunder, provided, however, that such amendment,
modification or termination shall not affect or be binding on the Assignee.

            2. Accuracy of the Servicing Agreement and the Sale Agreement. The
Responsible Party and the Assignor represent and warrant to the Assignee that
(i) attached hereto as Exhibit 2 is a true, accurate and complete copy of the
Servicing Agreement, (ii) attached hereto as Exhibit 3 is a true, accurate and
complete copy of the Sale Agreement, (iii) each of the Servicing Agreement and
the Sale Agreement is in full force and effect as of the date hereof and (iv)
neither the Servicing Agreement nor the Sale Agreement has been amended or
modified in any respect, except as contemplated herein or pursuant to the GSMC
Assignment Agreement. The Responsible Party, in its capacity as seller and/or
servicer under each of the Servicing Agreement and the Sale Agreement, further
represents and warrants that (i) the representations and warranties contained
in Article 9 and Section 12.02(a) of the Servicing Agreement are true and
correct as of the date hereof, (ii) the representations and warranties
regarding the Mortgage Loans contained in Sections 9.01, 9.02 (other than
9.02(b) and (q)) and 33.02(a) of the Sale Agreement are true and correct as of
the date hereof; provided, however, that with respect to the representation
and warranty set forth in Section 9.02(hh) of the Sale Agreement, the
Responsible Party's restatement of such representation and warranty as of the
date hereof shall be qualified "to the best of the Responsible Party's
knowledge") and (iii) the representations and warranties regarding the
Mortgage Loans contained in Sections 9.02(b) and (q) of the Sale Agreement are
true and correct as of the related Closing Date (as such term is defined in
the Sale Agreement).

            3. Recognition of Assignee.

            (a) From and after the date hereof, the Responsible Party shall
note the transfer of the Mortgage Loans to the Assignee in its books and
records, shall recognize the Assignee as the owner of the Mortgage Loans and,
notwithstanding anything herein to the contrary, shall service all of the
Mortgage Loans for the benefit of the Assignee pursuant to the Servicing
Agreement, the terms of which are incorporated herein by reference, until the
transfer of servicing to Wells Fargo Bank, National Association occurs on or
about November 1, 2006 (the "Transfer Date"). It is the intention of the
Assignor, Responsible Party and Assignee that the Servicing Agreement shall be
binding upon and inure to the benefit of the Responsible Party and the
Assignee and their successors and assigns.


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            (b) The Responsible Party further acknowledges that until the
Transfer Date has occurred, it (and any of its successors under the Servicing
Agreement) will be subject to the supervision of the Assignee as the owner of
the Mortgage Loans, shall have the same rights as were assigned by GSMC, in
its capacity as the original "Purchaser" under the Servicing Agreement, to the
Assignor under the GSMC Assignment Agreement, and further assigned hereunder
by the Assignor to the Assignee. Such rights that the Assignee may enforce
will include, without limitation, the right to terminate the Responsible Party
under the Servicing Agreement upon the occurrence of an event of default
thereunder, the right to receive all remittances required to be made by the
Responsible Party under the Servicing Agreement, the right to receive all
monthly reports and other data required to be delivered by the Responsible
Party under the Servicing Agreement and the right to exercise certain rights
of consent and approval relating to actions taken by the Responsible Party.

            (c) Until the Transfer Date has occurred, all reports and other
data required to be delivered by the Responsible Party to the "Purchaser"
under the Servicing Agreement shall be delivered to Trustee at the address set
forth in Section 10 hereof. All remittances required to be made to the
Trustee, as the successor in interest to the Assignor under the Servicing
Agreement, shall be made by wire transfer to the following account:

            U.S. Bank National Association
            ABA #: 091000022
            Acct #: 173103322058
            Ref: 106654000 NCAMLT 2006-ALT2

            (d) Monthly Reporting

            Notwithstanding anything to the contrary in the Servicing
Agreement and until the Transfer Date has occurred, with respect to the
Mortgage Loans, not later than the tenth (10th) calendar day o