EXECUTION
ASSIGNMENT
AND ASSUMPTION AGREEMENT
This
ASSIGNMENT AND ASSUMPTION AGREEMENT dated October 1, 2007
(this “Assignment Agreement”), is among Goldman
Sachs Mortgage Company, a New York limited partnership (the
“Assignor”), GS Mortgage Securities Corp., a
Delaware corporation (the “Assignee”) and
Residential Funding Company, LLC, a Delaware limited liability
company (the “Company” or the
“Servicer”).
WHEREAS,
the Company sold to the Assignor, on a servicing retained
basis, certain mortgage loans listed on the mortgage loan
schedule attached as
Schedule A hereto
(the “Mortgage Loans”) pursuant to the Standard Terms
and Provisions of Sale and Servicing Agreement dated as of
September 29, 2005, amended by Amendment No. 1 dated as of June 26,
2006, Amendment No. 2 dated as of October 6, 2006, Amendment No. 3
dated as of December 28, 2006 and Amendment No. 4 dated as of March
15, 2007 of which that certain Regulation AB Compliance Addendum
forms a part, as supplemented by the Reference Agreements each
dated April 27, 2007 (collectively, the “Servicing
Agreement”), by and between the Company and the
Assignor;
WHEREAS,
the Assignee has agreed on certain terms and conditions to
purchase from the Assignor the Mortgage Loans, each of which
Mortgage Loans is subject to the provisions of the Servicing
Agreement; and
WHEREAS,
pursuant to a Master Servicing and Trust Agreement dated as of
October 1, 2007 (the “Trust Agreement”), among the
Assignor, as depositor, Deutsche Bank National Trust Company,
as trustee (the “Trustee”), Wells Fargo Bank, N.A.
(“Wells Fargo”), as securities administrator and
master servicer (the “Master Servicer”) and
Deutsche Bank National Trust Company, as custodian (the
“Custodian”), the Assignee will transfer the
Mortgage Loans to the Trustee, together with the
Assignee’s rights in the Servicing Agreement related to
the Mortgage Loans;
For
and in consideration of the sum of TEN DOLLARS ($10.00) and
other valuable consideration the receipt and sufficiency of
which hereby are acknowledged, and of the mutual covenants
herein contained, the parties hereto hereby agree as
follows:
1.
Assignment and Assumption .
a.
With
respect to the Mortgage Loans, the Assignor hereby grants,
transfers and assigns to the Assignee all of the right, title
and interest of the Assignor, as Owner, in, to and under the
Servicing Agreement (other than the rights of the Assignor to
indemnification thereunder) and the Mortgage Loans delivered
thereunder by the Company to the Assignor. The foregoing shall
constitute the Assignor’s consent to the assignment of
the Reference Agreements.
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 Servicing 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.
Notwithstanding
anything to the contrary in the Servicing Agreement, in the
event the Servicer is obligated to make an advance pursuant to
the Servicing Agreement, the aggregate payment due shall be
the minimum monthly payment due under the mortgage note, net
of servicing fees.
2.
Accuracy of Agreement
. The Servicer and the Assignor represent and warrant to the
Assignee that (i) attached hereto as
Exhibit 1
is a true, accurate and complete copy of the Servicing Agreement,
(ii) the Servicing Agreement is in full force and effect as of
the date hereof, (iii) other than as specified in the Assignment
Assumption and Recognition Agreement dated as of October 1, 2007,
among the Assignee, the Trustee, the Servicer and the Master
Servicer, executed contemporaneously herewith, the Servicing
Agreement has not been amended or modified in any respect and (iv)
no notice of termination has been given to the Servicer under the
Servicing Agreement.
3.
Representations and Warranties of the Assignor
.
The Assignor warrants and represents to, and covenants with, the
Assignee that:
a.
The
Assignor is the lawful owner of the Mortgage Loans with the
full right to transfer such Mortgage Loans, which transfer is
made subject to the terms and provisions of the Servicing
Agreement but free from any other claims and
encumbrances;
b.
The
Assignor has not received notice of, and has no knowledge of,
any offsets, counterclaims or other defenses available to the
Company with respect to the Servicing Agreement or the
Mortgage Loans;
c.
Unless
noted below, the Assignor has not waived or agreed to any
waiver under, or agreed to any amendment or other modification
of, the Servicing Agreement or the Mortgage Loans, including
without limitation the transfer of the servicing obligations
under the Servicing Agreement. The Assignor has no knowledge
of, and has not received notice of, any waivers under or
amendments or other modifications of, or assignments of rights
or obligations under, the Servicing Agreement or the Mortgage
Loans;
d.
Neither
the Assignor nor anyone acting on its behalf has offered,
transferred, pledged sold or otherwise disposed of the
Mortgage Loans or any interest in the Mortgage Loans to, or
solicited any offer to buy or accept a transfer, pledge or
other disposition of the Mortgage Loans or any interest in the
Mortgage Loans from, or otherwise approached or negotiated
with respect to the Mortgage Loans, any interest in the
Mortgage Loans with, any Person in any manner, or made any
general solicitation by means of general advertising or in any
other manner, or taken any other action which would constitute
a distribution of the Mortgage Loans under the Securities Act
of 1933 (the “Securities Act”) or which would
render the disposition of the Mortgage Loans a violation of
Section 5 of the Securities Act or require registration
pursuant thereto;
e.
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 to enter into and perform
its obligations under the Servicing Agreement and this Assignment
Agreement;
f.
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;
g.
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 thereof;
h.
The execution and delivery of this Assignment Agreement have been
duly authorized by all necessary partnership 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;
i.
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;
j.
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;
k.
The Assignor has not satisfied, canceled, or subordinated in whole
or in part, or rescinded the Mortgage, and the Assignor has not
released the Mortgaged Property from the lien of the 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;
l. With
respect to each Mortgage Loan, the representations and warranties
contained in Section 2.04(b) of the Servicing Agreement, to the
extent they relate to matters arising on or after the related
Closing Date (as defined in the Servicing Agreement), are true and
correct as of the date of this Assignment Agreement. For purposes
of making the representations and warranties contemplated in the
foregoing sentence, each reference in Section 2.04(b) of the
Servicing Agreement to (i) the “Cut-off Date” shall be
deemed to be a reference to October 1, 2007, (ii) the
“Mortgage Loan Schedule” shall be deemed to be a
reference to
Exhibit 1 hereto
and (iii) the “Closing Date” shall be deemed to be a
reference to October 29, 2007;
m.
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
, Appendix E, in effect on October
1, 2007, and
no Mortgage Loan originated on or after October 1, 2002 through
March 6, 2003 is governed by the Georgia Fair Lending
Act;
n.
With
respect to any Mortgage Loan in Loan Group 1 that
contains
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