ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

 

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:

(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.

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.