EXECUTION
ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT
between
GS MORTGAGE SECURITIES
CORP.,
as
Assignor
and
U.S. BANK NATIONAL
ASSOCIATION, AS TRUSTEE,
as
Assignee
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 as of this 1 st day of March 2007 (this
“ Assignment Agreement ”), is between U.S. Bank
National Association, 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 (the “ Master Servicer
”).
WHEREAS, Goldman Sachs Mortgage Company (“
GSMC ”) acquired certain of the mortgage loans
identified on Schedule I hereto (the “ Conduit
Mortgage Loans ”) from various originators on a servicing
released basis through its residential mortgage loan conduit
program pursuant to the Sellers Guide dated May 2006 (the “
Sellers Guide ”), and various Master Loan Purchase
Agreements (each, a “ MLPA ,” and collectively,
together with the Sellers Guide, the “ Conduit
Agreements ”), each between GSMC and the related
seller;
WHEREAS, GSMC acquired certain of the mortgage
loans identified on Schedule I hereto (the “ Lydian
Mortgage Loans ” and, together with the Conduit Mortgage
Loans, the “ Mortgage Loans ”) from Lydian
Private Bank (“ Lydian ”) on a servicing
released basis pursuant to a Flow Mortgage Loan Purchase and
Warranties Agreement (the “ Lydian MLPWA ”)
between GSMC and Lydian Private Bank;
WHEREAS, the Mortgage Loans are currently being
subserviced by Avelo Mortgage, L.L.C. (the “
Subservicer ”) pursuant to a Flow Servicing Agreement
dated as of January 1, 2006 (the “ Servicing Agreement
,” and together with the Conduit Agreements, the “
Agreements ”), between GSMC and the
Subservicer;
WHEREAS, GSMC, the Assignor and the Subservicer
have entered into the Assignment, Assumption and Recognition
Agreement dated as of March 1, 2007 (the “ Conduit AAR
”), and GSMC and the Assignor have entered into a
Representations and Warranties Agreement dated as of March 30, 2007
(together with the AAR, the “ GSMC Assignment
Agreement ”), pursuant to which GSMC has sold to the
Assignor the Conduit Mortgage Loans, assigned its rights (absent
the servicing rights related thereto) under the Conduit Mortgage
Loans and the Agreements to the Assignor and made certain
representations and warranties to the Assignor;
WHEREAS, GSMC, the Assignor and Lydian have
entered into an Assignment, Assumption and Recognition Agreement
dated as of March 1, 2007, and GSMC, the Assignor, the Assignee and
Lydian have entered into an Assignment, Assumption and Recognition
Agreement dated as of March 1, 2007, pursuant to which GSMC has
sold to the Assignor the Lydian Mortgage Loans and its rights in
the Lydian MLPWA insofar as they relate to the Lydian Mortgage
Loans, and the Assignor has assigned to the Assignee the Lydian
Mortgage Loans and its rights in the Lydian MLPWA insofar as they
relate to the Lydian Mortgage Loans; and
WHEREAS, pursuant to a Master Servicing and
Trust Agreement dated as of March 1, 2007 (the “ Trust
Agreement ”), among the Assignor, as depositor, the
Assignee, as trustee and as a custodian, Deutsche Bank National
Trust Company, as a custodian (together with U.S. Bank National
Association, the “Custodians”) and Wells Fargo Bank,
N.A., as securities administrator and master servicer (in its
master servicing capacity, the “Master Servicer”), the
Assignor will transfer the Mortgage Loans to the Trustee, together
with the Assignor’s rights under the Conduit Agreements and
the Lydian MLPWA, to the extent relating to the Mortgage Loans
(other than the servicing rights and 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. 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, the GSMC
Assignment Agreement and the Agreements, to the extent relating to
the Mortgage Loans (other than the servicing rights and the rights
of the Assignor to indemnification thereunder), and the Assignee
hereby assumes all of the Assignor’s rights and obligations
under the Agreements, to the extent relating to the Mortgage Loans,
from and after March 30, 2007.
(b) The Assignor represents and warrants to the
Assignee that the Assignor has not taken any action that would
serve to impair or encumber the Assignor’s ownership interest
in the Mortgage Loans since the date of the related
MLPA.
(c) The Assignor shall have the right to amend,
modify or terminate the Agreements 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.
2. Accuracy of Agreements . The Assignor represents and warrants to the
Assignee that (i) attached hereto as Exhibit 1 are true,
accurate and complete copies of the Agreements, (ii) the Agreements
are in full force and effect as of the date hereof, (iii) other
than as provided herein, the Agreements have not been amended or
modified in any respect and (iv) no notice of termination has been
given to the Subservicer under the Servicing Agreement.
4. 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.
(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).
5. Representations and Warranties of the
Assignor . The Assignor
hereby represents and warrants to the Assignee as of the date
hereof, unless otherwise stated below, 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 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 an
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