EXECUTION
ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT
Among
GOLDMAN SACHS MORTGAGE
COMPANY,
as
Assignor
GS MORTGAGE SECURITIES
CORP.,
as
Assignee
and
JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION
as
Servicer
Dated as
of
February 28,
2007
ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT
This ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT made this 28th day of February, 2007, (this “
Assignment Agreement ”) is among JPMorgan Chase Bank,
National Association (“ JPMorgan ”), as servicer
(in such capacity, the “ Servicer ”), GS
Mortgage Securities Corp., as assignee (the “ Assignee
”) and Goldman Sachs Mortgage Company (“ GSMC
”), as assignor (the “ Assignor
”).
WHEREAS, Bank of America, National Association
(“Bank of America”), the Servicer, Chase Home Finance
LLC (“ Chase Finance ”) and J.P. Morgan Mortgage
Acquisition Corp. (“ JPMMAC ”) have entered into
certain Assignment, Assumption and Recognition Agreements, dated as
of April 27, 2006 and May 17, 2006 (the “ Chase AARs
”), pursuant to which JPMMAC sold certain mortgage loans (the
“ Chase Mortgage Loans ”) to Bank of America and
assigned a Flow Mortgage Loan Purchase, Warranties and Servicing
Agreement, dated as of May 1, 2004, as amended by Amendment No. 1,
dated as of January 1, 2005, Amendment No. 2, dated as of December
1, 2005 and Amendment Reg AB, dated as of January 1, 2006, each by
and among JPMMAC, the Servicer and Chase Finance (collectively, the
“ 2004 Purchase and Servicing Agreement ”) to
Bank of America, to the extent relating to such Chase Mortgage
Loans;
WHEREAS, pursuant to the Chase AARs, the
Servicer additionally agreed to service the Mortgage Loans in
accordance with a certain Mortgage Loan Purchase, Warranties and
Servicing Agreement, dated as of January 1, 2005, between Bank of
America and Chase Finance, as amended by that certain Amendment Reg
AB, dated January 1, 2006, among Bank of America, JPMorgan, and
Chase Finance, the terms of which were incorporated therein
(together, the “ Servicing Agreement ”) for the
benefit of Bank of America and its successors and
assigns;
WHEREAS, the Assignor has agreed on certain
terms and conditions to purchase from Bank of America, and Bank of
America has agreed to assign and convey to the Assignor, certain of
the Chase Mortgage Loans (the “ Mortgage Loans
”) pursuant to an Assignment, Assumption and Recognition
Agreement dated as of February 26, 2007, among Bank of America,
Chase Finance, the Servicer and the Assignor (the “
Underlying Assignment Agreement ” and, together with
the Servicing Agreement, the “ Agreements ”) and
the related trade confirmation dated as of January 3, 2007 (the
“ Trade Confirmation ”) between the Assignor and
Bank of America, which mortgage loans are listed on the mortgage
loan schedule (the “ Mortgage Loan Schedule ”)
attached as Exhibit 1 hereto;
WHEREAS, pursuant to the Underlying Assignment
Agreement, Bank of America has assigned its rights under the
Servicing Agreement, to the extent related to the Mortgage Loans,
to the Assignor and the Servicer has agreed to continue to service
the Mortgage Loans for the benefit of the Assignor under the terms
and conditions of the Servicing Agreement; and
WHEREAS, pursuant to a Master Servicing and
Trust Agreement dated as of February 1, 2007 (the “ Trust
Agreement ”), among the Assignee, as depositor, U.S. Bank
National Association, as trustee (the “ Trustee
”), Wells Fargo Bank, N.A., as securities administrator and
master servicer (in such capacity, the “ Master
Servicer ”) and Deutsche Bank National Trust Company, as
custodian, the Assignee will transfer the Mortgage Loans to the
Trustee, together with the Assignee’s rights under the
Agreements and Section S of the Trade Confirmation, 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. Servicing . The Servicer agrees, with respect to the
Mortgage Loans, to perform and observe the duties, responsibilities
and obligations that are to be performed and observed under the
provisions of the Servicing Agreement, except as otherwise provided
herein, and that the provisions of the Servicing Agreement, as
modified herein, are and shall be a part of this Assignment
Agreement to the same extent as if set forth herein in
full.
2. A ssignment 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 Agreements and all of its rights under Section S of the Trade
Confirmation to the extent relating to the Mortgage Loans (other
than the rights of the Assignor to indemnification thereunder), and
the Assignee hereby assumes all of the Assignor’s obligations
under the Agreements and Section S of the Trade Confirmation, to
the extent relating to the Mortgage Loans, from and after February
28, 2007; the Servicer hereby acknowledges such assignment and
assumption and hereby agrees to the release of the Assignor from
any obligations under the Servicing Agreement from and after
February 28, 2007, 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 date of the Underlying Assignment
Agreement.
(c)
The Servicer and the Assignor shall
have the right to amend, modify or terminate the Servicing
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.
3. Accuracy of the Agreements
. The Servicer and the Assignor
represent and warrant to the Assignee that (i) attached hereto as
Exhibit 2 are true, accurate and complete copies of the
Agreements, (ii) the Agreements are in full force and effect as of
the date hereof and (iii) the Agreements have not been further
amended or modified in any respect.
The Servicer further represents and warrants
that (i) no notice of termination has been given to the Servicer
under the Servicing Agreement and (ii) the representations and
warranties contained in Section 3.01 of the 2004 Purchase and
Servicing Agreement (as amended by the Chase AARs) are true and
correct as of February 26, 2007.
The Assignor further represents and warrants to
the Assignee that (i) attached hereto as Exhibit 3 is a
true, accurate and complete copy of Section S of the Trade
Confirmation, (ii) the Trade Confirmation is in full force and
effect as of the date hereof and (iii) the Trade Confirmation has
not been further amended or modified in any respect.
4. Recognition of Assignee . 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, notwithstanding anything herein or in the
Servicing Agreement 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, whether or not such Mortgage Loans have been serviced
pursuant to such agreement prior to the date hereof. It is the
intention of the Assignor, the Servicer, and the Assignee that the
Agreements and Section S of the Trade Confirmation shall be binding
upon and inure to the benefit of the Servicer and the Assignee and
their successors and assigns. An account has been established as a
Custodial Account pursuant to Section 4.04 of the Servicing
Agreement, designated as “JPMorgan Chase Bank, National
Association, in trust for the GSR Mortgage Loan Trust
2007-1F.” Another separate account has been established as an
Escrow Account pursuant to Section 4.06 of the Servicing Agreement,
designated as “JPMorgan Chase Bank, National Association, in
trust for the GSR Mortgage Loan Trust 2007-1F.”
5. Representations and Warranties of the
Assignee . The Assignee
hereby represents and warrants to the Assignor as
follows:
(a) Decision to Purchase. The Assignee represents
and warrants that it 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 statement
or representations of the Assignor or the Servicer other than those
contained in the Agreements or this Assignment
Agreement.
(b) Authority. The Assignee hereto represents and
warrants that it is duly and legally authorized to enter into this
Assignment Agreement and to perform its obligations hereunder and
under the Agreements and Section S of the Trade
Confirmation.
(c) Enforceability. The Assignee hereto represents
and warrants that 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,
