ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT made this 1st day of February, 2007 (this
“Assignment Agreement”), is among SunTrust Mortgage,
Inc., a Virginia Corporation, as seller and servicer
(“SunTrust” or the “Servicer”), GS Mortgage
Securities Corp., a Delaware corporation (the
“Assignee”), and Goldman Sachs Mortgage Company, a New
York limited partnership (the “Assignor”), and is
acknowledged by SunTrust Bank, a Georgia banking
corporation.
WHEREAS, the Assignor and the Servicer have
entered into (i) a certain Amended and Restated Flow Seller’s
Warranties and Servicing Agreement, dated as of December 1, 2005,
as amended by Amendment No. 1, dated as of July 1, 2006, (the
“Servicing Agreement”) and (ii) the related Commitment
Letters dated as of November 17, 2006 and January 3, 2007 (the
“Commitment Letters”), pursuant to which the Assignor
has acquired certain mortgage loans, including the Mortgage Loans
(as defined below);
WHEREAS, the Assignee has agreed on certain
terms and conditions to purchase from the Assignor certain mortgage
loans (the “Mortgage Loans”), which are subject to the
provisions of the Servicing Agreement and are listed on the
mortgage loan schedule attached as Exhibit 1
hereto;
WHEREAS, pursuant to a Master Servicing and
Trust Agreement dated as of February 1, 2007 (the “Trust
Agreement”), among the Assignee, as depositor, Deutsche Bank
National Trust Company, as trustee (the “Trustee”),
SunTrust Bank, as custodian (the “Custodian”), and
Wells Fargo Bank, N.A., as securities administrator (in such
capacity, the “Securities Administrator”) and master
servicer (in such capacity, the “Master Servicer”), the
Assignee will transfer the Mortgage Loans to the Trustee on behalf
of the trust fund (the “Trust Fund”), together with the
Assignee’s rights under the Servicing Agreement, to the
extent relating to the Mortgage Loans (other than the rights of the
Assignor to indemnification thereunder); and
WHEREAS, the Assignor and the Custodian are
parties to a custodial agreement dated as of December 1, 2006 (the
“Custodial Agreement”) under which the Mortgage Loans
are currently being custodied and pursuant to which the Assignee
desires that the Mortgage loans continue to be custodied, a copy of
which is attached hereto as Exhibit 3 ;
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 all
of its right, title and interest in and to the Mortgage Loans, the
Servicing Agreement, to the extent relating to the Mortgage Loans
(other than the rights of the Assignor to indemnification
thereunder) and the Custodial Agreement, to the extent relating to
the Mortgage Loans, and the Assignee hereby assumes all of the
Assignor’s obligations under the Servicing Agreement and the
Custodial Agreement, to the extent relating to the Mortgage Loans
from and after the date hereof, and the Servicer and the Custodian
hereby acknowledge such assignment and assumption and hereby each
agrees to the release of the Assignor from any obligations under
the Servicing Agreement and the Custodial Agreement, respectively,
from and after the date hereof, to the extent relating to the
Mortgage Loans. Notwithstanding the foregoing, it is understood
that the Assignor is not released from liability for any breaches
of the representations and warranties made in Section 2.7 of the
Servicing Agreement, and the Assignee is not undertaking any such
liability hereunder.
(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 date of the Servicing Agreement and
the applicable date of each Commitment Letter.
(c) The Servicer and the Assignor shall have the
right to amend, modify or terminate the Servicing Agreement or the
Commitment Letters 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. The Custodian and the Assignor shall have the right to
amend, modify or terminate the Custodial 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.
(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 Commitment Letters, but only to
the extent such provision relates to the Mortgage Loans. The
foregoing shall constitute the Assignor’s consent to the
assignment of the Commitment Letters (to the extent required by the
terms of each Commitment Letter).
(e) The Trustee and the Master Servicer (acting on
behalf of the Trust Fund) shall have all the rights and remedies
available to the Assignor, insofar as they relate to the Mortgage
Loans, under any early payment default or first payment default
provisions of the Commitment Letter including, without limitation,
the enforcement of the repurchase requirements set forth therein,
and shall be entitled to enforce all the obligations of the
Servicer thereunder insofar as they relate to the Mortgage
Loans.
2. Accuracy of Servicing Agreement
.
The Servicer 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) the Servicing Agreement and the Commitment Letters
are in full force and effect as of the date hereof, (iii) neither
the Servicing Agreement nor the Commitment Letters have been
amended or modified in any respect as to the Mortgage Loans, and
(iv) no notice of termination has been given to the Servicer under
the Servicing Agreement or the Commitment Letters.
3. Recognition of Purchaser .
From and after the date hereof, the Servicer
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 shall service the Mortgage Loans for the
benefit of the Assignee pursuant to the Servicing Agreement, the
terms of which are incorporated herein by reference. It is the
intention of the Assignor, Servicer and Assignee that the Servicing
Agreement shall be binding upon and inure to the benefit of the
Servicer and the Assignee and their successors and assigns as to
the Mortgage Loans.
4. Representations and Warranties of the
Assignee . The Assignee
hereby represents and warrants to the Assignor as
follows:
(a) Decision to Purchase . The Assignee is a sophisticated investor able
to evaluate the risks and merits of the transactions contemplated
hereby, and that it has not relied in connection therewith upon any
statements or representations of the Assignor or the Servicer other
than those contained in the Servicing Agreement, the Commitment
Letters, or this Assignment Agreement.
(b) Authority . The Assignee is duly and legally authorized to
enter into this Assignment Agreement and to perform its obligations
hereunder and under the Servicing Agreement.
(c) Enforceability . This Assignment Agreement has been duly
authorized, executed and delivered by it and (assuming due
authorization, execution and delivery thereof by each of the other
parties hereto) constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms, except as
such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of
creditors’ rights generally and by general equitable
principles (regardless of whether such enforcement is considered in
a proceeding in equity or at law).
5. Representations and Warranties of the
Assignor . The Assignor
hereby represents and warrants to the Assignee as
follows:
(a) The Assignor has been duly organized and is
validly existing as a limited partnership in good standing under
the laws of the State of New York with full power and authority
(corporate and other) to enter into and perform its obligations
under the Servicing Agreement, the Commitment Letters, and this
Assignment Agreement.
(b) This Assignment Agreement has been duly
executed and delivered by the Assignor, and, assuming due
authorization, execution and delivery by each of the other parties
hereto, constitutes a legal, valid, and binding agreement of the
Assignor, enforceable against it in accordance with its terms,
subject t
