EXECUTION
ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT
among
GS MORTGAGE SECURITIES
CORP.,
as
Assignor
U.S. BANK NATIONAL
ASSOCIATION, AS TRUSTEE
as
Assignee
and
JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION
as
Servicer
and as acknowledged
by
WELLS FARGO BANK,
N.A.,
as Master
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 JPMorgan Chase Bank,
National Association, (“ JPMorgan ”), as
servicer (in such capacity, the “ Servicer ”),
U.S. Bank National Association (“ U.S. Bank ”),
not in its individual capacity, but solely as trustee on behalf of
GSR Mortgage Loan Trust 2007-2F (the “ Assignee
” or the “ Trustee ”) and GS Mortgage
Securities Corp., a Delaware corporation (the “
Assignor ” or the “ Depositor ”),
and is acknowledged by Wells Fargo Bank, N.A., as master servicer
(in such capacity, the “ Master Servicer
”).
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 the 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, Goldman Sachs Mortgage Company (“
GSMC ”) has purchased from Bank of America, and Bank
of America has agreed to assign and convey to GSMC, certain of the
Chase Mortgage Loans (the “ Transferred 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 GSMC (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 GSMC and Bank of
America;
WHEREAS, pursuant to the Underlying Assignment
Agreement, Bank of America has assigned its rights under the
Servicing Agreement and the 2004 Purchase and Servicing Agreement,
to the extent related to the Mortgage Loans, to GSMC and the
Servicer has agreed to continue to service the Mortgage Loans for
the benefit of GSMC under the terms and conditions of the Servicing
Agreement;
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;
WHEREAS, GSMC has assigned and conveyed the
Mortgage Loans, which are subject to the relevant provisions of the
Servicing Agreement, to the Assignor pursuant to an Assignment,
Assumption and Recognition Agreement dated as of March 1, 2007 (the
“ GSMC Assignment Agreement ”); and
WHEREAS, pursuant to a Master Servicing and
Trust Agreement dated as of March 1, 2007 (the “ Trust
Agreement ”), among the Depositor, the Trustee, as
trustee, and as a custodian, Wells Fargo Bank, N.A., as securities
administrator and master servicer, and Deutsche Bank National Trust
Company, as a custodian, the Assignor will transfer the Mortgage
Loans to the Assignee, together with the Assignor’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. 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 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;
provided , however , it is understood and agreed
upon by the parties hereto, that the Assignee shall not be liable
for (i) any breach of any obligation or representation of the
Assignor pursuant to the GSMC Assignment Agreement or (ii) any
breach of any obligation, covenant, representation or warranty of
the Assignor, or be responsible for any indemnification amounts
owed by the Assignor, pursuant to the GSMC Assignment Agreements
arising prior to the date hereof. The Assignor shall remain liable
for all such liability arising prior to the date hereof and for its
own actions and omissions apart from those assumed by the Assignee.
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
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 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 .
(a) 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
2007-2F.” 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 2007-2F.”
(b) The Servicer further acknowledges that, from and
after the date hereof, it (and any of its successors under the
Servicing Agreement) will be subject to the supervision of the
Master Servicer (except that the Master Servicer shall not be
responsible for supervising the servicing of defaulted Mortgage
Loans and REO Properties) and that the Master Servicer, acting on
behalf 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, on behalf of
the Trust. Such rights that the Master Servicer may enforce on
behalf of the Assignee will include, without limitation, the right
to terminate the Servicer 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 Servicer under the
Servicing Agreement, the right to receive all monthly reports and
other data required to be delivered by the Servicer under the
Servicing Agreement and the right to exercise certain rights of
consent and approval relating to actions taken by the
Servicer.
(c) All reports and other data required to be
delivered by the Servicer to the “Purchaser” under the
Servicing Agreement shall be delivered to the Master Servicer or
the Assignee, as designated by the Assignee, at the address set
forth in Section 10 hereof. All remittances required to be made to
the Assignee, as the successor in interest to the Assignor under
the Servicing Agreement, shall be made instead to the Master
Servicer by wire transfer to the following account:
FOR CREDIT TO:
SAS CLEARING
REFERENCE: GSR 2007-2F Acct #
53136200
Notwithstanding anything to the contrary in the
Servicing Agreement, with respect to the Mortgage Loans, not later
than the tenth calendar day of each month (or if such tenth
calendar day is not a Business Day, the immediately succeeding
Business Day), the Servicer shall furnish to the Master Servicer
(i)(a) monthly loan data in a mutually agreed-upon format, (b)
default loan data in the format set forth in Exhibit 7 and
Exhibit 8 hereto (or in such other format mutually agreed
upon between the Servicer and the Master Servicer) and (c)
information regarding the realized losses and gains in the format
set forth in Exhibit 5 and Exhibit 6 hereto (or in
such other format mutually agreed upon between the Servicer and the
Master Servicer), in each case relating to the period ending on the
last day of the preceding calendar month, (ii) all such information
required pursuant to clause (i)(a) above on a magnetic tape,
electronic mail, or other similar media reasonably acceptable to
the Master Servicer and (iii) all supporting documentation with
respect to the information required under the preceding
paragraph.
5. Representations and Warranties of the Assignee.
The Assignee hereby represents and warrants to the Assignor as
follows:
(a)
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.
(b)
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
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).
6. Representations and Warranties of the Assignor.
The Assignor hereby represents and warrants to the Assignee as
follows:
(a)
Organization
. The Assignor has been duly
organized and is validly existing as a corporation in good standing
under the laws of the State of Delaware with full power and
authority (corporate and other) to enter into and perform its
obligations under the Agreements, the Trade Confirmation and this
Assignment Agreement.
(b)
Enforceability
. 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 to bankruptcy, insolvency, reorganization, moratorium, or
other similar laws affecting creditors’ rights generally and
to general principles of equity regardless of whether enforcement
is sought in a proceeding in equity or at law.
(c)
No Consent
. The execution, delivery and
performance by the Assignor of this Assignment Agreement and the
consummation of the transactions contemplated hereby do not require
the consent or approval of, the giving of notice to, the
registration with, or the taking of any other action in respect of,
any state, federal or other governmental authority or agency,
except such as has been obtained, given, effected or taken prior to
the date hereof.
(d)
Authorization; No
Breach . The execution
and delivery of this Assignment Agreement have been duly authorized
by all necessary corporate action on the part of the Assignor;
neither the execution and delivery by the Assignor of this
Assignment Agreement, nor the consummation by the Assignor of the
transactions herein contemplated, nor compliance by the Assignor
with the provisions hereof, will conflict with or result in a
breach of, or constitute a default under, any of the provisions of
the governing documents of the Assignor or any law, governmental
rule or regulation or any material judgment, decree or order
binding on the Assignor or any of its properties, or any of the
provisions of any material indenture, mortgage, deed of trust,
contract or other instrument to which the Assignor is a party or by
which it is bound.
(e)
Actions; Proceedings
. There are no actions, suits or
proceedings pending or, to the knowledge of the Assignor,
threatened, before or by any court, administrative agency,
arbitrator or governmental body (A) with respect to any of the
transactions contemplated by this Assignment Agreement or
(B) with respect to any other matter that in the judgment of
the Assignor will be determined adversely to the Assignor and will,
if determined adversely to the Assignor, materially adversely
affect its ability to perform its obligations under this Assignment
Agreement.
(f)
Prior Assignments;
Pledges . Except for the
sale to the Assignee, the Assignor has not assigned or pledged any
Mortgage Note or the related Mortgage or any interest or
participation therein.
(g)
Releases
. The Assignor has not satisfied,
canceled, or subordinated in whole or in part, or rescinded any
Mortgage, and the Assignor has not released the related Mortgaged
Property from the lien of any Mortgage, in whole or in part, nor
has the Assignor executed an instrument that would effect any such
release, cancellation, subordination, or rescission. The Assignor
has not released any Mortgagor, in whole or in part, except in
connection with an assumption agreement or other agreement approved
by the related federal insurer, to the extent such approval was
required.
(h)
Compliance with Applicable
Laws . Any and all
requirements of any federal, state or local law including, without
limitation, usury, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity,
predatory and abusive lending or disclosure laws applicable to the
Mortgage Loans have been complied with. All inspections, licenses
and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Properties and, with respect to
the use and occupancy of the same, including but not limited to
certificates of occupancy and fire underwriting certificates, have
been made or obtained from the appropriate authorities.
(i)
HOEPA . No Mortgage Loan is classified as a
“high cost” mortgage loan under Section 32 of the Home
Ownership and Equity Protection Act of 1994, as amended, and no
Mortgage Loan is considered a “high cost” mortgage loan
under any applicable federal, state or local predatory or abusive
lending law (or a similarly classified loan using different
terminology under a law imposing heightened regulatory scrutiny or
additional legal liability for residential mortgage loans having
high interest rates, points and/or fees). No Mortgage Loan is a
“High Cost Loan” or “Covered Loan,” as
applicable, as such terms are defined in the then current Standard
& Poor’s LEVELS â Glossary and no Mortgage Loan originated on or
after October 1, 2002 through March 6, 2003 is governed by the
Georgia Fair Lending Act.
(j)
Bring Down
. With respect to the Agreements,
nothing has occurred or failed to occur from and after the closing
date set forth in the Underlying Assignment Agreement to March 30,
2007 that would cause any of the representations and warranties
contained in Section 3.02 under the Servicing Agreement to be
incorrect in any material respects as of the date hereof as if made
on the date hereof.
It is understood and agreed that the
representations and warranties set forth in this Section 6
shall survive delivery of the respective Mortgage Loan Documents to
the custodian and shall inure to the benefit of the Assignee and
its assigns notwithstanding any restrictive or qualified
endorsement or assignment. Upon the discovery by the Assignor or
the Assignee and its assigns of a breach of the foregoing
representations and warranties, the party discovering such breach
shall give prompt written notice to the other parties to this
Assignment Agreement, and in no event later than two (2)
Business Days from the date of such discovery. It is
understood
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