EXECUTION
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
among
GOLDMAN SACHS MORTGAGE COMPANY,
as Assignor
GS MORTGAGE SECURITIES CORP.
as Assignee
and
COUNTRYWIDE HOME LOANS SERVICING LP,
as Servicer
Dated as of
May 1, 2007
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
This
Assignment, Assumption and Recognition Agreement (this
“
Assignment Agreement ”)
dated as of May 1, 2007, among GS Mortgage Securities Corp., as
assignee (the “
Assignee ”),
Goldman Sachs Mortgage Company, a New York limited partnership (the
“
Assignor ”)
and Countrywide Home Loans Servicing LP, as servicer (the
“
Servicer ”):
WHEREAS,
the Assignor and Countrywide Home Loans, Inc. (the
“
Seller ”)
have entered into that certain Master Mortgage Loan Purchase
Agreement, dated as of July 1, 2004 (the “
Countrywide Sale Agreement ”),
as amended by Amendment Reg AB between the Assignor and the Seller,
dated as of January 1, 2006 (“
Amendment Reg AB ,”
and together with the Countrywide Sale Agreement, the
“
Sale Agreement ”),
pursuant to which the Seller sold to the Assignor certain mortgage
loans listed on the mortgage loan schedule attached as an exhibit
to each Purchase Confirmation (as defined in the Sale
Agreement);
WHEREAS,
the Assignee has purchased from the Assignor, the Mortgage
Loans (as defined below) pursuant to that certain Assignment,
Assumption and Recognition Agreement, dated as of May 1, 2007,
among the Assignor, the Assignee and the Seller;
WHEREAS,
the Assignor and the Servicer have entered into that certain
Servicing Agreement, dated as of July 1, 2004, as amended by
Amendment Reg AB dated as of January 1, 2006 (the
“
Servicing Agreement ”),
pursuant to which the Servicer agreed to service for the benefit of
the Assignor certain mortgage loans listed on the mortgage loan
schedule attached as an exhibit to the Purchase Confirmations (as
defined in the Sale Agreement);
WHEREAS,
the Assignee has agreed on certain terms and conditions to
purchase from the Assignor, the Assignor’s rights and
obligations under the Servicing Agreement, with respect to
certain of the mortgage loans (the “
Mortgage Loans ”),
which are subject to the provisions of the Servicing Agreement and
the Sale Agreement and are listed on the mortgage loan schedule
attached as
Exhibit A hereto;
and
WHEREAS,
pursuant to a Master Servicing and Trust Agreement, dated as
of May 1, 2007 (the “
Trust Agreement ”),
among the Assignee, as depositor, Deutsche Bank National Trust
Company, as trustee (in such capacity, the “
Trustee ”),
Wells Fargo Bank, N.A., as master servicer (in such capacity, the
“
Master Servicer ”)
and securities administrator (in such capacity, the “
Securities Administrator ”),
and each of Wells Fargo Bank, N.A. and Deutsche Bank National Trust
Company as custodians, the Assignee will transfer the Mortgage
Loans to the Trustee, together with the Assignee’s rights and
obligations under the Servicing Agreement, to the extent relating
to the Mortgage Loans, and together with the Assignee’s
rights and obligations under the Sale Agreement, to the extent
relating to the Mortgage Loans (other than the rights of the
Assignor to indemnification thereunder).
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.
The
Assignor hereby grants, transfers and assigns to Assignee all
of the right, title, interest and obligations of Assignor, as
Owner under the Servicing Agreement, but only to the extent
relating to the Mortgage Loans.
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 Sale
Agreement.
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 to the extent permitted by
such Servicing Agreement;
provided, however ,
that such amendment, modification or termination shall not affect
or be binding on the Assignee.
2.
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.
The
Servicer represents and warrants to the Assignee that
(a) the Servicing Agreement is in full force and effect
as of the date hereof, (b) the provisions thereof have
not been waived, amended or modified in any respect, nor have
any notices of termination been given thereunder, and
(c) the Servicer is servicing each Mortgage Loan pursuant
to the terms of the Servicing Agreement.
3.
The
Assignee warrants and represents to, and covenants with, the
Assignor and the Servicer as follows:
(a)
The
Assignee is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its
organization and has all requisite power and authority to
acquire, own and purchase the Mortgage Loans;
(b)
The
Assignee has full power and authority to execute, deliver and
perform under this Assignment Agreement, and to consummate the
transactions set forth herein. The consummation of the
transactions contemplated by this Assignment Agreement is in
the ordinary course of the Assignee’s business and will
not conflict with, o
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