EXECUTION
ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT
among
GOLDMAN SACHS MORTGAGE
COMPANY,
as
Assignor,
GS MORTGAGE SECURITIES
CORP.,
as
Assignee,
and
WASHINGTON MUTUAL
BANK,
as Seller and
Servicer
Dated as
of
October 1,
2006
ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
(this “Assignment Agreement”) made this 1st day of
October 2006, among Washington Mutual Bank (formerly known as
Washington Mutual Bank, FA) (“Washington Mutual”), as
seller and servicer (the “Seller” and the
“Servicer”, respectively), GS Mortgage Securities
Corp., a Delaware corporation, as assignee (the
“Assignee”), and Goldman Sachs Mortgage Company, a New
York limited partnership, as assignor (the
“Assignor”);
WHEREAS, the Assignor and the Servicer have
entered into the Servicing Agreement dated as of December 1, 2003,
as amended by the First Amendment to Servicing Agreement dated as
of October 1, 2004, and as further amended by the Regulation AB
Amendment to Servicing Agreement dated as of April 1, 2006, (the
“Servicing Agreement”) and the Assignor and the Seller
are parties to (i) the Mortgage Loan Purchase and Sale Agreement
dated as of December 1, 2003, as amended by the First Amendment to
Mortgage Loan Purchase Agreement dated as of October 1, 2004, and
as further amended by the Regulation AB Amendment to Mortgage Loan
Purchase and Sale Agreement dated as of April 1, 2006 (the
“Purchase Agreement”) and (ii) the related Commitment
Letters dated as of March 24, 2006 and April 12, 2006 (each,
“Commitment Letter”, together the “Commitment
Letters”);
WHEREAS, the Assignee has agreed on certain
terms and conditions to purchase from the Assignor certain mortgage
loans (the “Mortgage Loans”) serviced under the
Servicing Agreement which Mortgage Loans are subject to the
provisions of the Servicing Agreement and are listed on the
mortgage loan schedule attached as Exhibit 1 hereto (the
“Mortgage Loan Schedule”);
WHEREAS, pursuant to a Master Servicing and
Trust Agreement, dated as of October 1, 2006 (together with the
October 2006 Edition of the Standard Terms thereto, the
“Trust Agreement”), among GS Mortgage Securities Corp.,
as depositor, Wells Fargo Bank, N.A., as master servicer (the
“Master Servicer”) and securities administrator (the
“Securities Administrator”), Deutsche Bank National
Trust Company, as a custodian, and U.S. Bank National Association,
as trustee (the “Trustee”), the Assignee will transfer
the Mortgage Loans to the Trustee, together with the
Assignee’s rights in the Purchase Agreement and the Servicing
Agreement;
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 all
of its right, title and interest in and to the Mortgage Loans, the
Purchase Agreement and the Servicing Agreement, 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 Purchase
Agreement, the Servicing Agreement, and the Commitment Letters to
the extent relating to the Mortgage Loans from and after the date
hereof, and the Servicer and the Seller hereby acknowledge such
assignment and assumption and hereby agree to the release of the
Assignor from any obligations under the Servicing Agreement and the
Purchase Agreement, respectively, from and after the date hereof,
to the extent relating to the Mortgage Loans. Notwithstanding the
foregoing, any remittance to be made to the Assignee, as successor
in interest to the Assignor under the Agreement, during June of
2006 shall be made to the Assignor, and the Assignor agrees to
forthwith transfer any such remittance to the Assignee or its
designee.
(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 Servicing Agreement or the
Commitment Letters.
(c) The Servicer and the Assignor shall have the
right to amend, modify or terminate the Servicing Agreement and the
Seller and the Assignor shall have the right to amend, modify or
terminate the Purchase Agreement or the Commitment Letters, in each
case, 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.
(d) The Assignor hereby assigns to the Assignee,
any rights of the Assignor with respect to early payment defaults
or first payment defaults in the Commitment Letters, but only to
the extent such provision relates to the Mortgage Loans. The
foregoing shall constitute the Assignor’s consent to the
assignment of the Commitment Letters (to the extent required by the
terms of each Commitment Letter.)
(e) Notwithstanding any provision of the Commitment
Letters to the contrary, in the event any Mortgage Loan is
repurchased by the Seller pursuant to any early payment default or
first payment default provisions of the Commitment Letters, the
“Repurchase Price” payable to the Assignee shall be an
amount equal to the sum of: (a) the outstanding principal balance
of such Mortgage Loan as of the date of such repurchase, (b)
accrued interest on such outstanding principal balance at the
applicable Mortgage Interest Rate from the date interest was last
paid through the last day of the month in which such repurchase
takes place, (c) the amount of any outstanding advances owed to the
servicer (so long as Washington Mutual is not the servicer), and
(d) any reasonable costs and expenses incurred by any servicer (so
long as Washington Mutual is not the servicer) or the Trustee,
including without limitation costs and expenses incurred in the
enforcement of the Seller’s repurchase obligation under the
Commitment Letters. It is hereby understood that the right to any
excess over such amount set forth in the definition of
“Repurchase Price” set forth in any Commitment Letter
is not being sold or assigned hereunder and is being retained by
the Assignor.
(f) The Trust (including the Trustee and the Master
Servicer acting on the Trust’s behalf) shall have all the
rights and remedies available to the Assignor, insofar as they
relate to the Mortgage Loans, under any early payment default or
first payment default provisions of the Commitment Letters
including, without limitation, the enforcement of the repurchase
requirements set forth therein, and shall be entitled to enforce
all the obligations of the Seller thereunder insofar as they relate
to the Mortgage Loans.
2.
Accuracy of Servicing Agreement
and the Purchase Agreement .
(a) The Servicer and the Assignor represent and
warrant to the Assignee that (i) attached hereto as Exhibit 2 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) the Servicing Agreement has not been amended or
modified in any respect except as set forth in Exhibit 2 and (iv)
no notice of termination has been given to the Servicer under the
Servicing Agreement.
(b) The Seller and the Assignor represent and
warrant to the Assignee that (i) attached hereto as Exhibit 3 is a
true, accurate and complete copy of the Purchase Agreement, (ii)
the Purchase Agreement and the Commitment Letters are in full force
and effect as of the date hereof, and (iii) neither the Purchase
Agreement nor the Commitment Letters have been amended or modified
in any respect except by an amendment attached hereto as part of
Exhibit 3.
3.
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 shall service the Mortgage Loans for the
benefit of the Assignee pursuant to the Servicing Agreement, the
terms of which are incorporated herein by reference. It is the
intention of the Assignor, Servicer and Assignee that the Servicing
Agreement shall be binding upon and inure to the benefit of the
Servicer and the Assignee and their successors and assigns. It is
the intention of the Assignor, the Seller and Assignee that the
Purchase Agreement shall be binding upon and inure to the benefit
of the Seller and the Assignee and their successors and
assigns.
4.
Representations and Warranties of
the Assignee . The
Assignee hereby represents and warrants to the Assignor, the Seller
and the Servicer 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 statements or
representations of the Assignor, the Seller or the Servicer other
than those contained in the Purchase Agreement, the Servicing
Agreement 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 Purchase Agreement, the S
