EXECUTION
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
among
GOLDMAN SACHS MORTGAGE COMPANY,
as Assignor
GS MORTGAGE SECURITIES CORP.,
as Assignee
and
WELLS FARGO BANK, N.A.
as Servicer
Dated as of
May 1, 2007
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
This
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
“
Assignment
Agreement ”)
made this 1
st day
of May, 2007, is among Wells Fargo Bank, N.A. (“
Wells Fargo ”),
as servicer (the “
Servicer ”),
GS Mortgage Securities Corp., as assignee (the “
Assignee ”)
and Goldman Sachs Mortgage Company, as assignor (the “
Assignor ”).
WHEREAS,
the Assignor and the Servicer have entered into the Amended
and Restated Master Seller’s Warranties and Servicing
Agreement dated as of March 1, 2006, as modified by the
Assignment and Conveyance Agreement (6601-6602) dated
September 12, 2006 (the “
Servicing Agreement ”);
WHEREAS,
the Assignee has agreed on certain terms and conditions to
purchase from the Assignor certain of the mortgage loans (the
“
Mortgage Loans ”),
which 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 ”);
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 (the “Trustee”), Wells Fargo Bank, N.A.
(“Wells Fargo”), as securities administrator and
master servicer (the “Master Servicer”), and each
of Wells Fargo Bank, N.A. (in such capacity, the “WFB
Custodian”) and Deutsche Bank National Trust Company as
custodians, the Assignee will transfer the Mortgage Loans to
the Trustee, together with the Assignee’s rights under
the Servicing Agreement, to the extent relating to the
Mortgage Loans(other than the rights of the Assignor to
indemnification thereunder); and
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.
Servicing .
The Servicer agrees, with respect to the Mortgage Loans, to perform
and observe the duties, responsibilities and obligations that are
to be performed and observed under the provisions of the Servicing
Agreement, except as otherwise provided herein, and that the
provisions of the Servicing Agreement, as modified herein, are and
shall be a part of this Assignment Agreement to the same extent as
if set forth herein in full.
1.1.
Assignment and Assumption .
(a) The Assignor hereby assigns to the Assignee, as of the date
hereof, all of its right, title and interest in and to the Mortgage
Loans 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 Servicing Agreement, to
the extent relating to the Mortgage Loans, from and after May 24,
2007; the Servicer hereby acknowledges such assignment and
assumption and hereby agrees to the release of the Assignor from
any obligations under the Servicing Agreement from and after May
24, 2007, to the extent relating to the Mortgage
Loans.
(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.
(c)
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;
provided, however ,
that such amendment, modification or termination shall not affect
or be binding on the Assignee.
2.
Accuracy of Servicing Agreement .
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 further amended
or modified in any respect and (iv) no notice of termination has
been given to the Servicer under the Servicing Agreement. The
Servicer, in its capacity as seller and/or servicer under the
Servicing Agreement, further represents and warrants that the
representations and warranties contained in Section 3.01 of the
Servicing Agreement are true and correct as of May 24,
2007.
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, notwithstanding anything herein or in the Servicing
Agreement to the contrary, shall service all of the Mortgage Loans
for the benefit of the Assignee pursuant to the Servicing
Agreement, the terms of which are incorporated herein by reference,
whether or not such Mortgage Loans have been serviced pursuant to
such agreement prior to the date hereof. 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.
4.
Representations and Warranties of the Assignee
.
The Assignee hereby represents and warrants to the Assignor 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 statement or
representations of the Assignor or the Servicer other than
those contained in 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
Servicing Agreement.
(c)
Enforceability.
The Assignee hereto represents and warrants that this
Assignment Agreement 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 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 the Assignor
.
The Assignor hereby represents and warrants to the Assignee as
follows:
(a)
Organization .
The Assignor has been duly organized and is validly existing as a
limited partnership in good standing under the laws of the State of
New York with full power and authority to enter into and perform
its obligations under the Servicing Agreement and this Assignment
Agreement.
(b)
Enforceability .
This Assignment Agreement has been duly executed and delivered by
the Assignor, and, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a legal,
valid, and binding agreement of the Assignor, enforceable against
it in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium, or other similar laws affecting
creditors’ rights generally and to general principles of
equity regardless of whether enforcement is sought in a proceeding
in equity or at law.
(c)
No Consent .
The execution, delivery and performance by the Assignor of this
Assignment Agreement and the consummation of the transactions
contemplated hereby do not require the consent or approval of,
the
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