ADMINISTRATION AGREEMENT among GSR Trust 2007-HEL1, as Issuing Entity Deutsche Bank National Trust Company, as Indenture Trustee WILMINGTON TRUST COMPANY, as Owner Trustee and GS Mortgage Securities Corp., as Depositor Dated as of April 17, 2007
among
as
Issuing Entity
Deutsche
Bank National Trust Company,
as
Indenture Trustee
WILMINGTON
TRUST COMPANY,
as
Owner
Trustee
and
GS
Mortgage Securities Corp.,
as
Depositor
Dated
as
of April 17, 2007
This
Administration Agreement (the “Agreement”) is entered into as of April 17, 2007,
among GSR TRUST 2007-HEL1, a Delaware statutory trust (the “Issuing Entity”),
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely
as Indenture Trustee (the “Indenture Trustee”), WILMINGTON TRUST COMPANY, not in
its individual capacity but solely as Owner Trustee (the “Owner Trustee”), and
GS Mortgage Securities Corp., as Depositor (the “Depositor”).
Capitalized
terms used but not defined herein shall have the meanings assigned to such
terms
in the Indenture, the Trust Agreement or the Sale and Servicing Agreement (each
as defined herein).
W
I T N E
S S E T H:
WHEREAS,
the Issuing Entity is a statutory trust under the Delaware Statutory Trust
Act
(12 Del.C. § 3801 et seq.) created by a Trust Agreement, dated as of April 5,
2007 between the Depositor and the Owner Trustee, as amended and restated by
the
Amended and Restated Trust Agreement, dated as of April 17, 2007, among the
Depositor, the Owner Trustee, and the Indenture Trustee, Certificate Paying
Agent and Certificate Registrar (collectively, the “Trust
Agreement”);
WHEREAS,
the Issuing Entity will issue under an indenture its GSR Trust 2007-HEL1
Mortgage-Backed Notes, Series 2007-HEL1 (the “Notes”) and, under the Trust
Agreement, its Trust Certificates (the “Certificates” and together with the
Notes, the “Securities”);
WHEREAS,
the Securities will be secured by certain collateral, as more particularly
set
forth in the Indenture, dated as of April 17, 2007 (the “Indenture”), between
the Issuing Entity and the Indenture Trustee;
WHEREAS,
the Issuing Entity has entered into certain agreements in connection with the
issuance of the Securities, including (i) a Sale and Servicing Agreement, dated
as of April 17, 2007 (the “Sale and Servicing Agreement”), among the Issuing
Entity, the Depositor, ▇▇▇▇▇▇▇
▇▇▇▇▇ Mortgage Company,
as
seller and sponsor (the “Sponsor”), the Indenture Trustee and Residential
Funding Company, LLC, as servicer and original loan seller, (ii) the Indenture
and (iii) the Trust Agreement. The Sale and Servicing Agreement, the Indenture
and the Trust Agreement are collectively referred to herein as the “Related
Agreements”;
WHEREAS,
pursuant to the Related Agreements, the Issuing Entity is required to perform
certain duties in connection with (a) the Notes and the collateral therefor
pledged pursuant to the Indenture (the “Collateral”) and (b) the beneficial
ownership interests in the Issuing Entity represented by the Certificates (the
registered holder of such interests being referred to herein as the
“Certificateholder”);
WHEREAS,
the Issuing Entity desires to have the Indenture Trustee and the Depositor,
respectively, perform certain of the duties of the Issuing Entity referred
to in
the preceding clause, and to provide such additional services consistent with
the terms of this Agreement and the Related Agreements as the Issuing Entity
may
from time to time request; and
WHEREAS,
the Indenture Trustee and the Depositor have the capacity to provide the
respective services required hereby and are willing to perform such services
for
the Issuing Entity on the terms set forth herein.
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:
Section
1. Duties
of
the Indenture Trustee.
(a) The
Indenture Trustee agrees to perform the following duties of the Issuing Entity
and the Owner Trustee under the Indenture (references are to sections of the
Indenture):
(i) causing
the preparation of the Notes for execution by the Owner Trustee upon the
registration of any transfer or exchange of the Notes (Sections 4.02
and
4.03);
(ii) causing
the preparation of Definitive Notes in accordance with the instructions of
any
Clearing Agency (including the preparation of any temporary
notes),
(Sections 4.08 and 4.11);
(b) [Reserved]
(c) [Reserved]
(d) In
carrying out the foregoing duties, the Indenture Trustee shall have the same
rights, indemnifications and immunities as provided to the Indenture Trustee
under the Indenture, including, without limitation, the right to compensation,
reimbursement and indemnification.
Section
2. Duties
of
the Depositor With Respect to the Indenture.
(a) The
Depositor shall take all appropriate action that is the duty of the Issuing
Entity or the Owner Trustee to take with respect to the following matters under
the Indenture (references are to sections of the Indenture):
(i) causing
the preparation of the Notes (for execution by the Owner Trustee or the
Indenture Trustee) upon their initial issuance and causing the
preparation
of an Issuing Entity Request (for execution by the Owner Trustee or the
Indenture Trustee) for delivery to the Indenture Trustee regarding the
authentication
of the Notes (Section 2.02)
(ii) causing
the preparation of an Issuing Entity Request and Officer’s Certificate (and
executing the same on behalf of the Issuing Entity) and the
obtaining
of an Opinion of Counsel and Independent Certificates, if necessary, for the
release of the Collateral, as defined in the Indenture (Sections 8.04 and
11.01)
(iii) causing
the preparation of Issuing Entity Requests (and executing the same on behalf
of
the Issuing Entity) and the obtaining of Opinions of Counsel
with
respect to the execution of supplemental indentures (Sections 9.01 and 9.02)
;
(iv) causing
the preparation, obtaining or filing of the instruments, opinions and
certificates and other documents required for the release of collateral
(Sections
8.04 and 11.01);
(v) the
delivery of notice to the Indenture Trustee and the Rating Agency of each Event
of Default under the Indenture (Section 3.16 and 5.01);
(vi) the
annual delivery of Opinions of Counsel, in accordance with Section 3.04 of
the
Indenture, as to the Trust Estate, and the annual delivery and
execution
of the Officers’ Certificate, in accordance with Section 3.07 of the Indenture;
(vii) causing
the preparation of an Officer’s Certificate (and executing the same on behalf of
the Issuing Entity) and the obtaining of the Opinion of
Counsel
and the Independent Certificate relating thereto with respect to any request
by
the Issuing Entity to the Indenture Trustee or the Indenture Trustee
to
take
any action under the Indenture (Section 6.02, 8.02, 8.06 and
11.01);
(viii) the
appointment of a successor Indenture Trustee (Section 6.10); and
(ix) obtaining
and preserving the Issuing Entity’s qualification to do business in each
jurisdiction in which such qualification is or shall be necessary to
protect
the validity and enforceability of the Indenture, the Notes, the Collateral
and
each other instrument and agreement included in the Trust Estate
(Section
3.01).
(b) In
addition to the duties of the Depositor set forth above, the Depositor shall
prepare for execution by the Issuing Entity or the Owner Trustee or shall cause
the preparation by other appropriate persons of all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of
the
Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to
the
Related Agreements, and at the request of the Owner Trustee shall take all
appropriate action that is the duty of the Issuing Entity or Owner Trustee
to
take pursuant to the Related Agreements. The Depositor shall prepare, execute
and deliver all certificates and other documents required to be delivered by
the
Issuing Entity pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the rules and
regulations promulgated thereunder. Subject to Section 5 of this Agreement,
and
in accordance with the directions of the Owner Trustee, the Depositor shall
administer, perform or supervise the performance of such other activities in
connection with the Collateral (including the HELOCs) as are not covered by
any
of the foregoing provisions and as are expressly requested by the Owner Trustee
and are reasonably within the capability of the Depositor.
Section
3. Records.
The
Indenture Trustee shall maintain appropriate books of account, if any, and
records relating to services performed by it hereunder, which books of account
and records shall be accessible, with two (2) Business Days advance notice,
for
inspection by the Issuing Entity and the Depositor at any time during normal
business hours.
Section
4. Compensation.
The
Indenture Trustee will perform the duties and provide the services called for
under Section 1 above for such compensation as shall be agreed upon between
the
Indenture Trustee and the Depositor.
Section
5. Additional
Information to be Furnished to the Issuing Entity.
The
Depositor shall furnish to the Issuing Entity and the Note Insurer from time
to
time such additional information regarding the Collateral as the Issuing Entity
and the Note Insurer shall reasonably request.
Section
6. Independence
of the Indenture Trustee.
For all
purposes of this Agreement, the Indenture Trustee shall be an independent
contractor and shall not be subject to the supervision of the Issuing Entity
or
the Owner Trustee with respect to the manner in which it accomplishes the
performance of its obligations hereunder. Unless expressly authorized by the
Issuing Entity, the Indenture Trustee shall have no authority to act for or
represent the Issuing Entity or the Owner Trustee in any way and shall not
otherwise be deemed an agent of the Issuing Entity or the Owner
Trustee.
Section
7. No
Joint Venture.
Nothing
contained in this Agreement (i) shall constitute the Indenture Trustee or the
Depositor, respectively, and either of the Issuing Entity or the Owner Trustee,
as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to
impose any liability as such on any of them or (iii) shall be deemed to confer
on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.
Section
8. Other
Activities of Indenture Trustee and the Depositor.
Nothing
herein shall prevent the Indenture Trustee, the Depositor or their respective
Affiliates from engaging in other businesses or, in its sole discretion, from
acting in a similar capacity as an Indenture Trustee for any other person or
entity even though such person or entity may engage in business activities
similar to those of the Issuing Entity or the Owner Trustee.
Section
9. Term
of Agreement; Resignation and Removal of Indenture Trustee.
(a) This
Agreement shall continue in force until the termination of the Trust Agreement
and the Indenture in accordance with its terms, upon which event this Agreement
shall automatically terminate.
(b) Subject
to Section 9(e) hereof, the Indenture Trustee may resign its duties hereunder
by
providing the Issuing Entity and the Note Insurer with at least 60 days’ prior
written notice.
(c) Subject
to Section 9(e) hereof, the Issuing Entity with the consent of the Note Insurer
(so long as no Note Insurer Default exists) may remove the Indenture Trustee
without cause by providing the Indenture Trustee with at least 60 days’ prior
written notice.
(d) Subject
to Section 9(e) hereof, the Issuing Entity with the consent of the Note Insurer
(so long as no Note Insurer Default exists) may remove the Indenture Trustee
immediately upon written notice of termination from the Issuing Entity to the
Indenture Trustee if any of the following events shall occur:
(i) the
Indenture Trustee shall default in the performance of any of its duties under
this Agreement and, after notice of such default, shall not cure such
default
within ten days (or, if such default cannot be cured in such time, shall not
give within ten days such assurance of cure as shall be reasonably
satisfactory
to the Issuing Entity); or
(ii) a
court
having jurisdiction in the premises shall (x) enter a decree or order for
relief, which decree or order shall not have been vacated within 60 days,
in
respect of the Indenture Trustee in any involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
(y)
appoint
a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official for the Indenture Trustee or any substantial part of its property,
or
(z)
order
the winding-up or liquidation of the Indenture Trustee’s affairs;
or
(iii) the
Indenture Trustee shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect,
shall
consent to the entry of an order for relief in an involuntary case under any
such law, or shall consent to the appointment of a receiver, liquidator,
assignee,
trustee, custodian, sequestrator or similar official for the Indenture Trustee
or any substantial part of its property, shall consent to the taking of
possession
by any such official of any substantial part of its property, shall make any
general assignment for the benefit of creditors or shall fail generally to
pay
its
debts as they become due.
The
Indenture Trustee agrees that if any of the events specified in clauses (ii)
or
(iii) of this Section 9(d) shall occur, it shall give written notice thereof
to
the Issuing Entity, the Note Insurer, the Depositor and the Owner Trustee within
seven days after the occurrence of such event.
(e) No
resignation or removal of the Indenture Trustee pursuant to this Section shall
be effective until (i) a successor Indenture Trustee shall have been appointed
by the Issuing Entity (or the Depositor on its behalf) with the consent of
the
Note Insurer (so long as no Note Insurer Default exists) and (ii) such successor
Indenture Trustee shall have agreed in writing to be bound by the terms of
this
Agreement in the same manner as the Indenture Trustee is bound
hereunder.
If
a
successor Indenture
Trustee
does not
take office within 60 days after the retiring Indenture
Trustee
resigns
or is removed, the resigning or removed Indenture
Trustee
or the
Issuing Entity may petition any court of competent jurisdiction for the
appointment of a successor Indenture
Trustee.
(f) The
appointment of any successor Indenture Trustee shall be effective only if such
successor Indenture Trustee will not cause a downgrading of any class of Notes
without giving effect to the Policy by the Rating Agencies.
Section
10. Action
upon Termination, Resignation or Removal of the Indenture
Trustee.
Promptly upon the effective date of termination of this Agreement pursuant
to
Section 9(a) hereof or the resignation or removal of the Indenture Trustee
pursuant to Section 9(b) or (c) hereof, respectively, the Indenture Trustee
shall be entitled to be paid all fees and reimbursable expenses accruing to
it
to the date of such termination, resignation or removal. The Indenture Trustee
shall forthwith upon such termination pursuant to Section 9(a) deliver to the
successor Indenture Trustee all property and documents of or relating to the
Collateral then in the custody of the Indenture Trustee, or if this Agreement
has been terminated, to the Depositor. In the event of the resignation or
removal of the Indenture Trustee pursuant to Section 9(b), (c) or (d),
respectively, the Indenture Trustee shall cooperate with the Issuing Entity
and
take all reasonable steps requested to assist the Issuing Entity in making
an
orderly transfer of the duties of the Indenture Trustee.
Section
11. Notices.
Any
notice, report or other communication given hereunder shall be in writing,
delivered by mail, overnight courier or facsimile and addressed as
follows:
(a) if
to the
Issuing Entity, to:
c/o
Wilmington Trust Company
▇▇▇▇▇▇
Square North
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:
Corporate Trust Administration
fax:
(▇▇▇) ▇▇▇-▇▇▇▇
(b) if
to the
Indenture Trustee, to:
Deutsche
Bank National Trust Company
▇▇▇▇
▇▇▇▇
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇, ▇▇ ▇▇▇▇▇
Attention:
Trust Administration - GS07H1
fax:
(▇▇▇) ▇▇▇-▇▇▇▇
(c) if
to the
Owner Trustee, to:
c/o
Wilmington Trust Company
▇▇▇▇▇▇
Square North
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
fax:
(▇▇▇) ▇▇▇-▇▇▇▇
(d) if
to the
Depositor, to:
GS
Mortgage Securities Corp.
▇▇
▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
GSR Trust 2007-HEL1
(e) if
to the
Note Insurer, to:
MBIA
Insurance Corporation
▇▇▇
▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
IPM -SF, Re: GSR Trust 2007-HEL1
Telecopy
No.: (▇▇▇) ▇▇▇-▇▇▇▇
or
to
such other address as any party shall have provided to the other parties in
writing. Any notice required to be in writing hereunder shall be deemed given
if
such notice is mailed by certified mail, postage prepaid, hand delivered or
faxed to the address of such party as provided above.
Section
12. Amendments.
(a) This
Agreement may be amended from time to time by the parties hereto as specified
in
this Section, provided that any amendment be accompanied by the written consent
of the Indenture Trustee and the Note Insurer (so long as no Note Insurer
Default exists) and an Opinion of Counsel shall be furnished to the Indenture
Trustee and the Note Insurer (which Opinion of Counsel shall not be at the
expense of the Indenture Trustee) stating that such amendment complies with
the
provisions of this Section and that such amendment does not materially and
adversely affect the holders of the Securities.
(b) If
the
purpose of the amendment is to prevent the imposition of any federal or state
taxes at any time that any Notes are outstanding (i.e. technical in nature),
it
shall not be necessary to obtain the consent of any holder of the Securities,
but the Indenture Trustee and the Note Insurer shall be furnished with an
Opinion of Counsel (which opinion shall not be at the expense of the Indenture
Trustee) that such amendment is necessary or helpful to prevent the imposition
of such taxes and is not materially adverse to any holder of the Securities
or
the Note Insurer.
(c) If
the
purpose of the amendment is to add or eliminate or change any provision of
this
Agreement, it shall not be necessary to obtain the consent of any holder of
the
Securities, but written consent of the Note Insurer will be required (so long
as
no Note Insurer Default exists) and the Indenture Trustee and the Note Insurer
shall be furnished, other than as contemplated in clause (b) above, with either
(i) a letter from each of the Rating Agencies confirming that such amendment
will not cause the Rating Agency to qualify, downgrade or withdraw their
then-current rating of the Notes without giving effect to the Policy or (ii)
an
Opinion of Counsel, from the party requesting such amendment, stating that
such
amendment will not materially and adversely affect any of the Noteholders or
the
Note Insurer.
(d) Promptly
after the execution of any such amendment, the Indenture Trustee shall furnish
a
copy of such amendment to each Holder, the Depositor, the Note Insurer and
to
the Rating Agencies.
Section
13. Successors
and Assigns.
This
Agreement may not be assigned by the Indenture Trustee unless such assignment
is
previously consented to in writing by the Owner Truste, the Note Insurer (so
long as no Note Insurer Default exists) and the Depositor. An assignment with
such consent and satisfaction, if accepted by the assignee, shall bind the
assignee hereunder in the same manner as the Indenture Trustee is bound
hereunder. Notwithstanding the foregoing, this Agreement may be assigned by
the
Indenture Trustee without the consent of the Owner Trustee, the Note Insurer
(so
long as no Note Insurer Default exists) or the Depositor to a corporation or
other organization that is a successor (by merger, consolidation or purchase
of
assets) to the Indenture Trustee, provided that such successor organization
executes and delivers to the Issuing Entity, the Owner Trustee, the Note Insurer
and the Depositor an agreement in which such corporation or other organization
agrees to be bound hereunder by the terms of said assignment in the same manner
as the Indenture Trustee is bound hereunder. Subject to the foregoing, this
Agreement shall bind any successors or assigns of the parties
hereto.
Section
14. Governing
Law.
THIS
AGREEMENT SHALL BE GOVERNED BY AND, CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS
(OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAWS,
WHICH SHALL APPLY HERETO), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section
15. Headings.
The
section headings hereof have been inserted for convenience of reference only
and
shall not be construed to affect the meaning, construction or effect of this
Agreement.
Section
16. Counterparts.
This
Agreement may be executed in counterparts, each of which when so executed shall
together constitute one and the same agreement.
Section
17. Severability.
Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or
render unenforceable such provision in any other jurisdiction.
Section
18. Not
Applicable to Deutsche Bank National Trust Company in Other
Capacities.
Nothing
in this Agreement shall affect any obligation Deutsche Bank National Trust
Company may have in any other capacity.
Section
19. Limitation
of Liability of Owner Trustee.
Notwithstanding anything contained herein to the contrary, this Agreement has
been countersigned by Wilmington Trust Company not in its individual capacity
but solely in its capacity as Owner Trustee of the Issuing Entity and in no
event shall Wilmington Trust Company in its individual capacity or any
beneficial owner of the Issuing Entity have any liability for the
representations, warranties, covenants, agreements or other obligations of
the
Issuing Entity hereunder, as to all of which recourse shall be had solely to
the
assets of the Issuing Entity. For all purposes of this Agreement, in the
performance of any duties or obligations of the Issuing Entity hereunder, the
Owner Trustee shall be subject to, and entitled to the benefits of, the terms
and provisions of Articles VI, VII and VIII of the Trust Agreement.
Section
20. Limitation
of Liability of the Indenture Trustee; Indemnification.
Notwithstanding anything herein to the contrary, this Agreement has been signed
by Deutsche Bank National Trust Company not in its individual capacity but
solely in its capacity as Indenture Trustee and in no event shall the Indenture
Trustee in its individual capacity have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuing Entity
hereunder, as to all of which recourse shall be had solely to the assets of
the
Issuing Entity. The Indenture Trustee shall not have any duties or obligations
other than those expressly set forth in this Agreement, and no implied duties
on
its part shall be read into this Agreement.
Section
21. Benefit
of Agreement.
It is
expressly agreed that, in performing its duties under this Agreement, the
Indenture Trustee will act for the benefit of holders of the Securities and
the
Note Insurer.
Section
22. Bankruptcy
Matters.
No
party to this Agreement shall take any action to cause the Depositor or the
Issuing Entity to dissolve in whole or in part or file a voluntary petition
or
otherwise initiate proceedings to have the Depositor or the Issuing Entity
adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy
or insolvency proceedings against the Depositor or the Issuing Entity, or file
a
petition seeking or consenting to reorganization or relief of the Depositor
or
the Issuing Entity as debtor under any applicable federal or state law relating
to bankruptcy, insolvency, or other relief for debtors with respect to the
Depositor or the Issuing Entity; or seek or consent to the appointment of any
trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator
(or other similar official) of the Depositor or the Issuing Entity or of all
or
any substantial part of the properties and assets of the Depositor or the
Issuing Entity, or cause the Issuing Entity to make any general assignment
for
the benefit of creditors of the Depositor or the Issuing Entity, or take any
action in furtherance of any of the above actions; provided however, the
Indenture Trustee shall not be prohibited from filing proofs of
claim.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and
delivered as of the day and year first above written.
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GSR
TRUST 2007-HEL1, as Issuing Entity
By:
Wilmington Trust Company, not in its individual capacity but solely
as
Owner Trustee
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By:
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/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
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Title:
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Financial
Services Officer
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DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely
as
Indenture Trustee
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By:
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/s/
▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇
▇▇▇▇▇
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Title:
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Authorized
Signer
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By:
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/s/
▇▇▇ ▇▇▇▇▇
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||||||||||||
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Name:
▇▇▇ ▇▇▇▇▇
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Title: Authorized
Signer
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WILMINGTON
TRUST COMPANY, not in its capacity but solely as Owner
Trustee
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By:
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/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
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Title:
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Financial
Services Officer
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GS
MORTGAGE SECURITIES CORP., as Depositor
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By:
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/s/
▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇
▇▇▇▇
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Title:
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Vice
President
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