EXECUTION
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
among
GOLDMAN SACHS MORTGAGE COMPANY,
as Assignor
GS MORTGAGE SECURITIES CORP.
as Assignee
and
COUNTRYWIDE HOME LOANS, INC.,
as Seller
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, Inc., as seller (the “
Seller ”):
WHEREAS,
the Assignor and Countrywide Home Loans Servicing, LP (the
“
Servicer ”)
have entered into that certain Servicing Agreement, dated as of
July 1, 2004, (the “
Countrywide Servicing 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 Servicing Agreement, 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 purchased from the Assignor, the
Assignor’s rights, with respect to the Mortgage Loans
(as defined below), under the Servicing Agreement pursuant to
that certain Assignment, Assumption and Recognition Agreement,
dated as of May 1, 2007, among the Assignor, the Assignee and
the Servicer;
WHEREAS,
the Assignor and the Seller have entered into that certain
Master Mortgage Loan Purchase Agreement, dated as of July 1,
2004, as amended by Amendment Reg AB, dated as of January 1,
2006 (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 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
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 (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
Purchaser, in, to and under the Mortgage Loans and the Sale
Agreement, but only to the extent relating to the Mortgage
Loans (other than the rights of the Assignor to
indemnification thereunder).
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
Seller and the Assignor shall have the right to amend, modify
or terminate the Sale Agreement without the joinder of the
Assignee with respect to mortgage loans not conveyed to the
Assignee hereunder to the extent permitted by such Sale
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 Seller shall note the transfer
of the Mortgage Loans to the Assignee in its books and
records, and shall recognize the Assignee as the owner of the
Mortgage Loans. It is the intention of the Assignor, Seller
and Assignee that the Sale Agreement shall be binding upon and
inure to the benefit of the Seller and the Assignee and their
permitted successors and assigns.
The
Seller represents and warrants to the Assignee that
(a) the Sale Agreement is in full force and effect
as of the date hereof and (b) the provisions thereof have
not been waived, amended or modified in any respect, except as
modified or amended herein, nor have any notices of
termination been given thereunder.
3.
The
Assignee warrants and represents to, and covenants with, the
Assignor and the Seller 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, or result in a breach of, any of the terms,
conditions or provisions of the Assignee’s
organizational documents, or any legal restriction, or any
material agreement or instrument to which the Assignee is now
a party or by which it is bound, or result in the violation of
any law, rule, regulation, order, judgment or decree to which
the Assignee or its property is subject. The execution,
delivery and performance by the Assignee of this Assignment
Agreement, and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all
necessary corporate action of the Assignee. This Assignment
Agreement has been duly executed and delivered by the Assignee
and constitutes the valid and legally binding obligation of
the Assignee enforceable against the Assignee in accordance
with its respective terms except as enforceability thereof may
be limited by bankruptcy, insolvency, or reorganization or
other similar laws now or hereinafter in effect relating to
creditor’s rights generally and by general principles of
equity, regardless of whether such enforceability is
considered in a proceeding in equity or in law;
(c)
No
material consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental
entity is required to be obtained or made by the Assignee in
connection with the execution, delivery or performance by the
Assignee of this Assignment Agreement, or the consummation by
it of the transactions contemplated hereby; and
(d)
The
Assignee agrees to be bound, as Purchaser, by all of the
terms, covenants and conditions of the Sale Agreement and the
Mortgage Loans, and from and after the date hereof, the
Assignee assumes for the benefit of each of the Seller and the
Assignor all of the Assignor’s obligations as Purchaser
thereunder, with respect to the Mortgage Loans.
4.
The
Seller warrants and represents to, and covenants with, the
Assignee that:
(a)
The
Seller is not a natural person or a general partnership and is
duly organized, validly existing and in good standing under
the laws of the jurisdiction of its formation;
(b)
The
Seller 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 Seller’s business and will
not conflict with, or result in a breach of, any of the terms,
conditions or provisions of the Seller’s charter or
by-laws, or any legal restriction, or any material agreement
or instrument to which the Seller is now a party or by which
it is bound, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Seller or
its property is subject. The execution, delivery and
performance by the Seller of this Assignment Agreement, and
the consummation by it of the transactions contemplated
hereby, have been duly authorized by all necessary corporate
action of the Seller. This Assignment Agreement has been duly
executed and delivered by the Seller and constitutes the valid
and legally binding obligation of the Seller enforceable
against the Seller in accordance with its respective terms
except as enforceability thereof may be limited by bankruptcy,
insolvency, or reorganization or other similar laws now or
hereinafter in effect relating to creditors’ rights
generally and by general principles of equity, regardless of
whether such enforceability is considered in a proceeding in
equity or in law; and
(c)
No
material consent, approval, order or authorization of, or
declaration, filing or registration with,
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