ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssumption Agreement |
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EXECUTION
ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT
This
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated of
May 1, 2007, is entered into among GS Mortgage Securities Corp. (the
“Assignee”), Goldman Sachs Mortgage Company (the “Assignor”), and PHH Mortgage
Corporation (formerly known as Cendant Mortgage Corporation), as the servicer
(the “Servicer”) and the seller (the “Seller”).
RECITALS
WHEREAS
the Assignor, the Seller and the Servicer have entered into a certain Second
Amended and Restated Mortgage Loan Flow Purchase, Sale & Servicing
Agreement, dated as of May 1, 2006, as amended by Amendment No. 1, dated August
1, 2006, and Amendment No. 2, dated September 1, 2006 (the “Agreement”) and the
related Purchase, Price and Terms Letter dated as of July 26, 2006 (the “PPTL”),
pursuant to which the Assignor has acquired certain mortgage loans (the
“Mortgage Loans”) pursuant to the terms of the Agreement, and the Servicer has
agreed to service such Mortgage Loans;
WHEREAS
the Assignee has agreed, on the terms and conditions contained herein, to
purchase from the Assignor certain of the Mortgage Loans (the “Specified
Mortgage Loans”) which are subject to the provisions of the Agreement and the
PPTL and are listed on the mortgage loan schedule attached as Exhibit
I
hereto
(the “Specified Mortgage Loan Schedule”).
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) On
and of
the date hereof, the Assignor hereby sells, assigns and transfers to the
Assignee all of its right, title and interest in the Specified Mortgage Loans
and all rights related thereto as provided under the Agreement to the extent
relating to the Specified Mortgage Loans (other than the rights of the Assignor
to indemnification under the Agreement), the Assignee hereby accepts such
assignment from the Assignor and hereby agrees to the release of the Assignor
from any obligations under the Agreement, to the extent of the Specified
Mortgage Loans, from and after the date hereof, and each of the Seller and
the
Servicer hereby acknowledges such assignment, assumption and
release.
(b) On
and as
of the date hereof, the Assignor represents and warrants to the Assignee that
the Assignor has not taken any action that would serve to impair or encumber
the
Assignee’s ownership interests in the Specified Mortgage Loans since the date of
the Assignor’s acquisition of the Specified Mortgage Loans.
(c)
The
Assignor, the Seller and the Servicer shall have the right to amend, modify
or
terminate the Agreement or the PPTL without joinder of the Assignee with respect
to mortgage loans not conveyed to 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 PPTL, but only to
the
extent such provision relates to the Specified Mortgage Loans. The foregoing
shall constitute the Assignor’s consent to the assignment of the PPTL (to the
extent required by the terms of each PPTL).
(e) Notwithstanding
any provision of the PPTL to the contrary, in the event any Specified Mortgage
Loan is repurchased by the Seller pursuant to any early payment default or
first
payment default provisions of the PPTL, 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 PHH is not the servicer), and (d)
any
reasonable costs and expenses incurred by any servicer (so long as PHH 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
PPTL. 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 PPTL 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 Specified Mortgage Loans, under any early payment default
or
first payment default provisions of the PPTL 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 Specified Mortgage Loans.
2. Accuracy
of Agreement
Each
of
the Seller, the Servicer and the Assignor represent and warrant to Assignee
that
(i) attached hereto as Exhibit II is a true, accurate and complete copy of
the
Agreement, (ii) the Agreement and the PPTL are in full force and effect as
of
the date hereof, (iii) the Agreement and the PPTL have not been amended or
modified in any respect and (iv) no notice of termination has been given to
the
Servicer thereunder.
3. Recognition
of Purchaser
From
and
after the date hereof, each of the Assignee, the Seller and the Servicer shall
note the transfer of the Specified Mortgage Loans to the Assignee in their
respective books and records and shall recognize the Assignee as the owner
of
the Specified Mortgage Loans, and Servicer shall service the Specified Mortgage
Loans for the benefit of the Assignee pursuant to the Agreement, the terms
of
which are incorporated herein by reference. It is the intention of the Seller,
the Servicer, the Assignee and the Assignor that the Assignment shall be binding
upon and inure to the benefit of the Assignee and the Assignor and their
successors and assigns.
4. Representations
and Warranties of Assignee.
The
Assignee hereby represents and warrants to the Seller, the Servicer and the
Assignor as follows:
(a) The
Assignee 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 Seller or the Assignor
other than those contained in the Agreement or this Assignment.
(b) The
Assignee is duly and legally authorized to enter into this Assignment and to
perform its obligations hereunder and under the Agreement and the
PPTL.
(c) This
Assignment 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 against
it 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 Assignor.
The
Assignor hereby represents and warrants to the Assignee, Seller and Servicer
as
of the date hereof, unless otherwise stated, as follows:
(a)
The
Assignor is an entity duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization with full power and authority
(corporate and other) to enter into and perform its obligations under this
Assignment.
(b)
This
Assignment has been duly authorized, executed and delivered by the Assignor
and
(assuming due authorization, execution and delivery thereof by each of the
other
parties hereto) constitutes its legal, valid and binding obligation, enforceable
against it 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
equ
