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
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