ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT between GS MORTGAGE SECURITIES CORP., as Assignor and U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, as Assignee and as acknowledged by WELLS FARGO BANK, N.A., as Master Servicer Dated as of March 1, 2007
EXECUTION
between
GS
MORTGAGE SECURITIES CORP.,
as
Assignor
and
U.S.
BANK NATIONAL ASSOCIATION, AS TRUSTEE,
as
Assignee
and
as acknowledged by
▇▇▇▇▇
FARGO BANK, N.A.,
as
Master Servicer
Dated
as of
March
1, 2007
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made as of this 1st
day of
March 2007 (this “Assignment
Agreement”),
is
between U.S. Bank National Association, not in its individual capacity, but
solely as trustee on behalf of GSR Mortgage Loan Trust 2007-2F (the
“Assignee”
or
the
“Trustee”),
and
GS Mortgage Securities Corp., a Delaware corporation (the “Assignor”
or
the
“Depositor”),
and is
acknowledged by ▇▇▇▇▇ Fargo Bank, N.A., as master servicer (the “Master
Servicer”).
WHEREAS,
▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company (“GSMC”)
acquired certain of the mortgage loans identified on Schedule
I
hereto
(the “Conduit
Mortgage Loans”)
from
various originators on a servicing released basis through its residential
mortgage loan conduit program pursuant to the Sellers Guide dated May 2006
(the
“Sellers
Guide”),
and
various Master Loan Purchase Agreements (each, a “MLPA,”
and
collectively, together with the Sellers Guide, the “Conduit
Agreements”),
each
between GSMC and the related seller;
WHEREAS,
GSMC acquired certain of the mortgage loans identified on Schedule
I
hereto
(the “Lydian
Mortgage Loans”
and,
together with the Conduit Mortgage Loans, the “Mortgage
Loans”)
from
Lydian Private Bank (“Lydian”)
on a
servicing released basis pursuant to a Flow Mortgage Loan Purchase and
Warranties Agreement (the “Lydian
MLPWA”)
between GSMC and Lydian Private Bank;
WHEREAS,
the Mortgage Loans are currently being subserviced by Avelo Mortgage, L.L.C.
(the “Subservicer”)
pursuant to a Flow Servicing Agreement dated as of January 1, 2006 (the
“Servicing
Agreement,”
and
together with the Conduit Agreements, the “Agreements”),
between GSMC and the Subservicer;
WHEREAS,
GSMC, the Assignor and the Subservicer have entered into the Assignment,
Assumption and Recognition Agreement dated as of March 1, 2007 (the
“Conduit
AAR”),
and
GSMC and the Assignor have entered into a Representations and Warranties
Agreement dated as of March 30, 2007 (together with the AAR, the “GSMC
Assignment Agreement”),
pursuant to which GSMC has sold to the Assignor the Conduit Mortgage Loans,
assigned its rights (absent the servicing rights related thereto) under the
Conduit Mortgage Loans and the Agreements to the Assignor and made certain
representations and warranties to the Assignor;
WHEREAS,
GSMC, the Assignor and Lydian have entered into an Assignment, Assumption and
Recognition Agreement dated as of March 1, 2007, and GSMC, the Assignor, the
Assignee and Lydian have entered into an Assignment, Assumption and Recognition
Agreement dated as of March 1, 2007, pursuant to which GSMC has sold to the
Assignor the Lydian Mortgage Loans and its rights in the Lydian MLPWA insofar
as
they relate to the Lydian Mortgage Loans, and the Assignor has assigned to
the
Assignee the Lydian Mortgage Loans and its rights in the Lydian MLPWA insofar
as
they relate to the Lydian Mortgage Loans; and
WHEREAS,
pursuant to a Master Servicing and Trust Agreement dated as of March 1, 2007
(the “Trust
Agreement”),
among
the Assignor, as depositor, the Assignee, as trustee and as a custodian,
Deutsche Bank National Trust Company, as a custodian (together with U.S. Bank
National Association, the “Custodians”) and ▇▇▇▇▇ Fargo Bank, N.A., as
securities administrator and master servicer (in its master servicing capacity,
the “Master Servicer”), the Assignor will transfer the Mortgage Loans to the
Trustee, together with the Assignor’s rights under the Conduit Agreements and
the Lydian MLPWA, to the extent relating to the Mortgage Loans (other than
the
servicing rights and 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. 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, the GSMC
Assignment Agreement and the Agreements, to the extent relating to the Mortgage
Loans (other than the servicing rights and the rights of the Assignor to
indemnification thereunder), and the Assignee hereby assumes all of the
Assignor’s rights and obligations under the Agreements, to the extent relating
to the Mortgage Loans, from and after March 30, 2007.
(b) The
Assignor represents and warrants to the Assignee that the Assignor has not
taken
any action that would serve to impair or encumber the Assignor’s ownership
interest in the Mortgage Loans since the date of the related MLPA.
(c) The
Assignor shall have the right to amend, modify or terminate the Agreements
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 Agreements.
The
Assignor represents and warrants to the Assignee that (i) attached hereto as
Exhibit
1
are
true, accurate and complete copies of the Agreements, (ii) the Agreements are
in
full force and effect as of the date hereof, (iii) other than as provided
herein, the Agreements have not been amended or modified in any respect and
(iv)
no notice of termination has been given to the Subservicer under the Servicing
Agreement.
3. [Reserved]
4. Representations
and Warranties of the Assignee.
The
Assignee hereby represents and warrants to the Assignor as follows:
(a) 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 Agreements.
(b) 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).
2
5. Representations
and Warranties of the Assignor.
The
Assignor hereby represents and warrants to the Assignee as of the date hereof,
unless otherwise stated below, as follows:
(a) Organization.
The
Assignor has been duly organized and is validly existing as a corporation in
good standing under the laws of the State of Delaware with full power and
authority (corporate and other) to enter into and perform its obligations under
the Agreements 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 giving of notice to, the registration with or the
taking of any other action in respect of, any state, federal or other
governmental authority or agency, except such as has been obtained, given,
effected or taken prior to the date hereof.
(d) Authorization;
No Breach.
The
execution and delivery of this Assignment Agreement have been duly authorized
by
all necessary corporate action on the part of the Assignor; neither the
execution and delivery by the Assignor of this Assignment Agreement, nor the
consummation by the Assignor of the transactions herein contemplated, nor
compliance by the Assignor with the provisions hereof will conflict with or
result in a breach of, or constitute a default under, any of the provisions
of
the governing documents of the Assignor or any law, governmental rule or
regulation or any material judgment, decree or order binding on the Assignor
or
any of its properties, or any of the provisions of any material indenture,
mortgage, deed of trust, contract or other instrument to which the Assignor
is a
party or by which it is bound.
(e) Actions;
Proceedings.
There
are no actions, suits or proceedings pending or, to the knowledge of the
Assignor, threatened, before or by any court, administrative agency, arbitrator
or governmental body (i) with respect to any of the transactions
contemplated by this Assignment Agreement or (ii) with respect to any other
matter that in the judgment of the Assignor will be determined adversely to
the
Assignor and will, if determined adversely to the Assignor, materially adversely
affect its ability to perform its obligations under this Assignment
Agreement.
3
(f) Prior
Assignments; Pledges.
As of
March 30, 2007, except for the sale to the Assignee, the Assignor has not
assigned or pledged any Mortgage Note or the related Mortgage or any interest
or
participation therein.
(g) Releases.
As of
March 30, 2007, the Assignor has not satisfied, canceled or subordinated in
whole or in part, or rescinded any Mortgage, and the Assignor has not released
the related Mortgaged Property from the lien of any Mortgage, in whole or in
part, nor has the Assignor executed an instrument that would effect any such
release, cancellation, subordination, or rescission. The Assignor has not
released any Mortgagor, in whole or in part, except in connection with an
assumption agreement or other agreement approved by the related federal insurer,
to the extent such approval was required.
(h) Compliance
with Applicable Laws.
As of
March 30, 2007, any and all requirements of any federal, state or local law
including, without limitation, usury, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity, predatory
and
abusive lending or disclosure laws applicable to the Mortgage Loans have been
complied with. All inspections, licenses and certificates required to be made
or
issued with respect to all occupied portions of the Mortgaged Properties and,
with respect to the use and occupancy of the same, including but not limited
to
certificates of occupancy and fire underwriting certificates, have been made
or
obtained from the appropriate authorities.
(i) HOEPA.
As of
March 30, 2007, no Mortgage Loan is classified as a “high cost” mortgage loan
under Section 32 of the Home Ownership and Equity Protection Act of 1994, as
amended, and no Mortgage Loan is considered a “high cost” mortgage loan under
any applicable federal, state or local laws.
No
High Cost or Covered Loans.
No
Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such
terms are defined in the then current Standard & Poor’s LEVELSâ
Glossary. In addition, no Mortgage Loan is a “high-cost,” “high-cost home,”
“covered,” “high-risk home,” or “predatory” loan under any applicable federal,
state or local predatory or abusive lending law (or a similarly classified
loan
using different terminology under a law imposing heightened regulatory scrutiny
or additional legal liability for residential mortgage loans having high
interest rates, points and/or fees), and no Mortgage Loan originated on or
after
October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending
Act.
(j) Bring
Down.
With
respect to the Sellers Guide, nothing has occurred or failed to occur from
and
after the closing date set forth in the related MLPA to March 30, 2007, that
would cause any of the representations and warranties relating to the Mortgage
Loans set forth in Section II.B.2. of the Sellers Guide, as such may be amended
by the related MLPA, to be incorrect in any material respects as of the date
hereof as if made on the date hereof.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 5 shall survive delivery of the respective Mortgage Loan Documents
to the Custodians and shall inure to the benefit of the Assignee and its assigns
notwithstanding any restrictive or qualified endorsement or assignment. Upon
the
discovery by the Assignor or the Assignee and its assigns of a breach of the
foregoing representations and warranties, the party discovering such breach
shall give prompt written notice to the other parties to this Assignment
Agreement, and in no event later than two (2) Business Days from the date
of such discovery. It is understood and agreed that the obligations of the
Assignor set forth in Section 6 hereof to repurchase a Mortgage Loan
constitute the sole remedies available to the Assignee and its assigns on their
behalf respecting a breach of the representations and warranties contained
in
this Section 5.
4
It
is
understood and agreed that the Assignor has made no representations or
warranties to the Assignee other than those contained in this Section 5,
and no other affiliate of the Assignor has made any representations or
warranties of any kind to the Assignee.
6. Repurchase
of Mortgage Loans.
Upon
discovery or notice of any breach by the Assignor of any representation,
warranty or covenant under this Assignment Agreement that materially and
adversely affects the value of any Mortgage Loan or the interest of the Assignee
therein (it being understood that any such defect or breach shall be deemed
to
have materially and adversely affected the value of the related Mortgage Loan
or
the interest of the Assignee therein if the Assignee incurs a loss as a result
of such defect or breach), the Assignee promptly shall request that the Assignor
cure such breach and, if the Assignor does not cure such breach in all material
respects within sixty (60) days from the date on which it is notified of the
breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase
such Mortgage Loan from the Assignee at the Purchase Price (as defined in the
Trust Agreement). Notwithstanding the foregoing, however, if such breach is
a
Qualification Defect, such cure or repurchase must take place within
seventy-five (75) days of discovery of such Qualification Defect.
In
the
event of a repurchase of any Mortgage Loan by the Assignor, the Trustee shall
promptly deliver to the Assignor or its designee the related Mortgage File
and
shall assign to the Assignor all of the Assignee’s rights under the Agreements,
but only insofar as the Agreements relate to such Mortgage Loan.
Except
as
specifically set forth herein, the Assignee shall have no responsibility to
enforce any provision of this Assignment Agreement, to oversee compliance
hereof, or to take notice of any breach or default thereof.
7. Continuing
Effect.
Except
as contemplated hereby, the Agreements shall remain in full force and effect
in
accordance with their terms.
8. Governing
Law.
THIS
ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND
THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN
ACCORDANCE WITH SUCH LAWS.
5
9. Notices.
Any
notices or other communications permitted or required hereunder or under the
Agreements shall be in writing and shall be deemed conclusively to have been
given if personally delivered at or mailed by registered mail, postage prepaid,
and return receipt requested or transmitted by telex, telegraph or telecopier
and confirmed by a similar mailed writing, to:
| (a) |
in
the case of the Subservicer,
|
prior
to
April 13, 2007:
Avelo
Mortgage, L.L.C.
▇▇▇
▇.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇. ▇▇▇
▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇
on
and
after April 13, 2007:
Avelo
Mortgage, L.L.C.
▇▇▇
▇.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇. ▇▇▇
▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇
or
such
address as may hereafter be furnished by the Subservicer;
| (b) |
in
the case of the Assignee,
|
U.S.
Bank
National Association
▇▇▇
▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
Structured Finance Department - GSR 2007-2F
or
such
other address as may hereafter be furnished by the Assignee; and
| (c) |
in
the case of the Assignor,
|
GS
Mortgage Securities Corp.,
▇▇
▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
or
such
other address as may hereafter be furnished by the Assignor.
| (d) |
in
the case of the Master Servicer,
|
▇▇▇▇▇
Fargo Bank, N.A.
▇.▇.
▇▇▇
▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
Client
Manager GSR 2007-2F
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
(or
in
the case of overnight deliveries,
▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
Client Manager GSR 2007-2F)
or
such
other address as may hereafter be furnished by the Master Servicer;
6
10. Counterparts.
This
Assignment Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same instrument.
11. Definitions.
Any
capitalized term used but not defined in this Assignment Agreement has the
meaning assigned thereto in the Agreements or the Trust Agreement, as
applicable.
12. Trustee
Capacity.
It is
expressly understood and agreed by the parties hereto that insofar as this
Assignment Agreement is executed by the Trustee: (i) this Assignment Agreement
is executed and delivered by U.S. Bank National Association, not individually
or
personally but solely on behalf of the Trust, in the exercise of the powers
and
authority conferred and vested in it, (ii) each of the representations,
undertakings and agreements by U.S. Bank National Association is made and
intended for the purpose of binding only the Trust, (iii) nothing herein shall
be construed as creating any liability on the part of U.S. Bank National
Association, individually or personally, to perform any covenant either
expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties hereto and such waiver shall bind any third
party making a claim by or through one of the parties hereto, and (iv) under
no
circumstances shall U.S. Bank National Association in its individual capacity
be
personally liable for the payment of any indebtedness or expenses undertaken
under this Assignment Agreement.
7
IN
WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement
the
day and year first above written.
|
ASSIGNOR:
GS MORTGAGE SECURITIES CORP.
|
||
| |
|
|
| By: | /s/ ▇. ▇▇▇▇ | |
|
Name: ▇. ▇▇▇▇ |
||
| Title: Vice President | ||
|
ASSIGNEE:
U.S.
BANK NATIONAL ASSOCIATION, not in its individual capacity but solely
as
Trustee
|
||
| |
|
|
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇▇▇ ▇’▇▇▇▇▇ |
||
| Title: Vice President | ||
Acknowledged
by:
MASTER
SERVICER:
▇▇▇▇▇
FARGO BANK, N.A.
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇ | |||
|
Name: ▇▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇ |
||||
| Title: Vice President |
SCHEDULE 1
Mortgage
Loan Schedule
I-1
EXHIBIT 1
Servicing
Agreement, Sellers Guide and applicable MLPAs