EXECUTION
ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT (this “Assignment”), dated of October 1,
2006, is entered into among GS Mortgage Securities Corp. (the
“Assignee”), Goldman Sachs Mortgage Company (the
“Assignor”), and PHH Mortgage Corporation (formerly
known as Cendant Mortgage Corporation), as the servicer (the
“Servicer”) and the seller (the
“Seller”).
RECITALS
WHEREAS the Assignor, the Seller and the
Servicer have entered into a certain Second Amended and Restated
Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated
as of May 1, 2006, as amended by Amendment No. 1, dated August 1,
2006 (the “Agreement”) and the related Purchase, Price
and Terms Letter dated as of July 26, 2006 (the
“PPTL”), pursuant to which the Assignor has acquired
certain mortgage loans (the “Mortgage Loans”) pursuant
to the terms of the Agreement, and the Servicer has agreed to
service such Mortgage Loans;
WHEREAS the Assignee has agreed, on the terms
and conditions contained herein, to purchase from the Assignor
certain of the Mortgage Loans (the “Specified Mortgage
Loans”) which are subject to the provisions of the Agreement
and the PPTL and are listed on the mortgage loan schedule attached
as Exhibit I hereto (the “Specified Mortgage Loan
Schedule”).
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) On and of the date hereof, the Assignor hereby
sells, assigns and transfers to the Assignee all of its right,
title and interest in the Specified Mortgage Loans and all rights
related thereto as provided under the Agreement to the extent
relating to the Specified Mortgage Loans (other than the rights of
the Assignor to indemnification under the Agreement), the Assignee
hereby accepts such assignment from the Assignor and hereby agrees
to the release of the Assignor from any obligations under the
Agreement, to the extent of the Specified Mortgage Loans, from and
after the date hereof, and each of the Seller and the Servicer
hereby acknowledges such assignment, assumption and
release.
(b) On and as of the date hereof, the Assignor
represents and warrants to the Assignee that the Assignor has not
taken any action that would serve to impair or encumber the
Assignee’s ownership interests in the Specified Mortgage
Loans since the date of the Assignor’s acquisition of the
Specified Mortgage Loans.
(c) The Assignor, the Seller and the Servicer shall
have the right to amend, modify or terminate the Agreement or the
PPTL without joinder of the Assignee with respect to mortgage loans
not conveyed to Assignee hereunder; provided, however, that such
amendment, modification or termination shall not affect or be
binding on the Assignee.
(d) The Assignor hereby assigns to the Assignee,
any rights of the Assignor with respect to early payment defaults
or first payment defaults in the PPTL, but only to the extent such
provision relates to the Specified Mortgage Loans. The foregoing
shall constitute the Assignor’s consent to the assignment of
the PPTL (to the extent required by the terms of each
PPTL).
(e) Notwithstanding any provision of the PPTL to
the contrary, in the event any Specified Mortgage Loan is
repurchased by the Seller pursuant to any early payment default or
first payment default provisions of the PPTL, the “Repurchase
Price” payable to the Assignee shall be an amount equal to
the sum of: (a) the outstanding principal balance of such Mortgage
Loan as of the date of such repurchase, (b) accrued interest on
such outstanding principal balance at the applicable Mortgage
Interest Rate from the date interest was last paid through the last
day of the month in which such repurchase takes place, (c) the
amount of any outstanding advances owed to the servicer (so long as
PHH is not the servicer), and (d) any reasonable costs and expenses
incurred by any servicer (so long as PHH is not the servicer) or
the Trustee, including without limitation costs and expenses
incurred in the enforcement of the Seller’s repurchase
obligation under the PPTL. It is hereby understood that the right
to any excess over such amount set forth in the definition of
“Repurchase Price” set forth in any PPTL is not being
sold or assigned hereunder and is being retained by the
Assignor.
(f) The Trust (including the Trustee and the Master
Servicer acting on the Trust’s behalf) shall have all the
rights and remedies available to the Assignor, insofar as they
relate to the Specified Mortgage Loans, under any early payment
default or first payment default provisions of the PPTL including,
without limitation, the enforcement of the repurchase requirements
set forth therein, and shall be entitled to enforce all the
obligations of the Seller thereunder insofar as they relate to the
Specified Mortgage Loans.
Each of the
Seller, the Servicer and the Assignor represent and warrant to
Assignee that (i) attached hereto as Exhibit II is a true, accurate
and complete copy of the Agreement, (ii) the Agreement and the PPTL
are in full force and effect as of the date hereof, (iii) the
Agreement and the PPTL have not been amended or modified in any
respect and (iv) no notice of termination has been given to the
Servicer thereunder.
3.
Recognition of
Purchaser
From and after the date hereof, each of the
Assignee, the Seller and the Servicer shall note the transfer of
the Specified Mortgage Loans to the Assignee in their respective
books and records and shall recognize the Assignee as the owner of
the Specified Mortgage Loans, and Servicer shall service the
Specified Mortgage Loans for the benefit of the Assignee pursuant
to the Agreement, the terms of which are incorporated herein by
reference. It is the intention of the Seller, the Servicer, the
Assignee and the Assignor that the Assignment shall be binding upon
and inure to the benefit of the Assignee and the Assignor and their
successors and assigns.
4.
Representations and Warranties of
Assignee . The Assignee
hereby represents and warrants
