EXECUTION
ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT
Among
GOLDMAN SACHS MORTGAGE
COMPANY,
as
Assignor
GS MORTGAGE SECURITIES
CORP.,
as
Assignee
and
WELLS FARGO BANK,
N.A.
as
Servicer
Dated as
of
March 1,
2007
ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT
This ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT made this 1st day of March 2007, (this “
Assignment Agreement ”) is among Wells Fargo Bank,
N.A. (“ Wells Fargo ”), as servicer ( in such
capacity, the “ Servicer ”), GS Mortgage
Securities Corp., as assignee (the “ Assignee ”)
and Goldman Sachs Mortgage Company (“ GSMSC ”),
as assignor (the “ Assignor ”).
WHEREAS, Bank of America, National Association
(“ Bank of America ”) and Wells Fargo have
entered into an Amended and Restated Master Mortgage Loan Purchase
Agreement, dated as of December 1, 2005 (the “ 2005
Purchase Agreement ”), an Amended and Restated Master
Seller’s Warranties and Servicing Agreement, dated as of
December 1, 2005 (the “ 2005 MSWSA ”) and
the Assignment and Conveyance Agreement (WFHM 2005-W97), dated
December 15, 2005 (the “ 2005 ACA ”), pursuant
to which Wells Fargo sold certain mortgage loans to Bank of America
(the “ 2005 Wells Fargo Mortgage Loans
”);
WHEREAS, Bank of America and Wells Fargo have
entered into a Second Amended and Restated Master Mortgage Loan
Purchase Agreement, dated as of May 1, 2006 (the “
2006 MSWSA ”) and the Assignment and Conveyance
Agreement (WFHM 2006-W33), dated May 24, 2006 (the “ 2006
ACA ”), pursuant to which Wells Fargo sold certain
mortgage loans to Bank of America (the “ 2006 Wells Fargo
Mortgage Loans ” and, together with the 2005 Wells Fargo
Mortgage Loans, the “ Wells Fargo Mortgage Loans
”);
WHEREAS, Bank of America and DLJ Mortgage
Capital, Inc . (“ DLJ Mortgage
”) have entered into a Mortgage Loan Purchase Agreement,
dated as of July 1, 2006 (the “ DLJ Purchase Agreement
”), pursuant to which DLJ Mortgage sold certain mortgage
loans to Bank of America (the “ DLJ Mortgage Loans
”);
WHEREAS, the Assignor has purchased from Bank of
America, and Bank of America has assigned and conveyed to the
Assignor, certain of the Wells Fargo Mortgage Loans and certain of
the DLJ Mortgage Loans (the “ Transferred Mortgage
Loans ”) pursuant to (i) in the case of the Wells Fargo
Mortgage Loans, the Assignment, Assumption and Recognition
Agreement dated as of February 26, 2007, among Bank of America, the
Servicer and the Assignor (the “ Bank of America
Underlying Assignment Agreement ”), (ii) in the case of
the DLJ Mortgage Loans, the Assignment, Assumption, and Recognition
Agreement dated as of February 26, 2007 among Bank of America, DLJ
Mortgage, the Servicer and the Assignor (the “ DLJ
Underlying Assignment Agreement ” and, together with the
Bank of America Underlying Assignment Agreement, the “
Underlying Assignment Agreements ”) and (iii) the
related trade confirmation dated as of January 3, 2007 (the “
Trade Confirmation ”) between the Assignor and Bank of
America;
WHEREAS, the Transferred Mortgage Loans are
being serviced and administered by the Servicer for the benefit of
the Assignor pursuant to the Second Amended and Restated Master
Seller’s Warranties and Servicing Agreement dated as of
November 1, 2005, by and between the Assignor and the Servicer
(the “ Servicing Agreement ” and, together with
the Underlying Assignment Agreements, the “ Agreements
”);
WHEREAS, the Assignee has agreed on certain
terms and conditions to purchase from the Assignor certain of the
Transferred Mortgage Loans (the “Mortgage Loans”),
which mortgage loans are listed on the mortgage loan schedule (the
“ Mortgage Loan Schedule ”) attached as
Exhibit 1 hereto; and
WHEREAS, pursuant to a Master Servicing and
Trust Agreement dated as of March 1, 2007 (the “ Trust
Agreement ”), among the Assignee, as depositor, U.S. Bank
National Association, as trustee (the “ Trustee
”) and as a custodian, Wells Fargo, as securities
administrator and master servicer (in such capacity, the “
Master Servicer ”) and Deutsche Bank National Trust
Company, as a 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 the date
hereof; 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 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 date of the Underlying Assignment
Agreements.
(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 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 3.1 of the Servicing Agreement, as
modified by the applicable Underlying Assignment Agreement, are
true and correct as of March 30, 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
Agreements to the contrary, shall service all of the Mortgage Loans
for the benefit of the Assignee pursuant to the Servicing
Agreement, as modified by the applicable Underlying Assignment
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 shall
be binding upon and inure to the benefit of the Servicer and the
Assignee and their successors and assigns. In addition, it is the
intention of the Assignor and the Assignee that Section S of the
Trade Confirmation shall be binding upon and inure to the benefit
of the Assignee and its successors and assigns.
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, except as
such enforcement may be limite
