GOLDMAN SACHS MORTGAGE COMPANY Purchaser and WELLS FARGO BANK, N.A. Company SECOND AMENDED AND RESTATED MASTER SELLER’S WARRANTIES AND SERVICING AGREEMENT Dated as of November 1, 2005 Fixed Rate and Adjustable Rate Residential Mortgage LoansMaster Seller’s Warranties and Servicing Agreement • May 14th, 2007 • GSR Mortgage Loan Trust 2007-3f • Asset-backed securities • New York
This opinion is given to you for your sole benefit, and no other person or entity is entitled to rely hereon except that the purchaser or purchasers to which you initially and directly resell the Mortgage Loans may rely on this opinion as if it were addressed to them as of its date.
SECOND AMENDED AND RESTATED MORTGAGE LOAN FLOW PURCHASE, SALE & SERVICING AGREEMENT dated as of May 1, 2006 between GOLDMAN SACHS MORTGAGE COMPANY, Purchaser and PHH MORTGAGE CORPORATION (formerly known as CENDANT MORTGAGE CORPORATION) and BISHOP’S...Mortgage Loan Flow Purchase, Sale & Servicing Agreement • May 14th, 2007 • GSR Mortgage Loan Trust 2007-3f • Asset-backed securities • New York
This Second Amended and Restated Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of May 1, 2006, is entered into between Goldman Sachs Mortgage Company, as the Purchaser (“Purchaser”), PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation) (“PHH Mortgage”) and Bishop’s Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) (the “Trust,” together with PHH Mortgage, the “Sellers” and individually, each a “Seller”), as the Sellers.
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • May 14th, 2007 • GSR Mortgage Loan Trust 2007-3f • Asset-backed securities • New York
WHEREAS Goldman Sachs Mortgage Company (“GSMC”) and the Seller have entered into a certain Second Amended and Restated Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of May 1, 2006, as amended by Amendment No. 1, dated August 1, 2006 (the “Sale and Servicing Agreement”) and the related Purchase, Price and Terms Letter dated as of February 27, 2007 (the “PPTL”), pursuant to which GSMC has acquired certain Mortgage Loans pursuant to the terms of the Sale and Servicing Agreement and the Servicer has agreed to service such Mortgage Loans;
AMENDMENT NO. 1Mortgage Loan Flow Purchase, Sale & Servicing Agreement • May 14th, 2007 • GSR Mortgage Loan Trust 2007-3f • Asset-backed securities • New York
AMENDMENT NO. 1, dated as of August 1, 2006 (“Amendment”), to the Second Amended and Restated Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of May 1, 2006, and as further amended, modified and supplemented from time to time (the “Purchase Agreement”), between GOLDMAN SACHS MORTGAGE COMPANY (the “Purchaser”) and PHH MORTGAGE CORPORATION (formerly known as CENDANT MORTGAGE CORPORATION) and BISHOP’S GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST) (the “Sellers”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • May 14th, 2007 • GSR Mortgage Loan Trust 2007-3f • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated of April 1, 2007, is entered into among GS Mortgage Securities Corp. (the “Assignee”), Goldman Sachs Mortgage Company (the “Assignor”), and PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation), as the servicer (the “Servicer”) and the seller (the “Seller”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • May 14th, 2007 • GSR Mortgage Loan Trust 2007-3f • Asset-backed securities • New York
WHEREAS, the Assignor and the Seller have entered into a Mortgage Loan Purchase Agreement, dated as of July 1, 2006 (the “Purchase Agreement”), pursuant to which the Seller sold to the Assignor certain mortgage loans (the “Mortgage Loans”), which Mortgage Loans are subject to the provisions of the Purchase Agreement and are listed on the mortgage loan schedule attached as Exhibit 1 hereto (the “Mortgage Loan Schedule”);
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 April 1, 2007Assignment, Assumption and Recognition Agreement • May 14th, 2007 • GSR Mortgage Loan Trust 2007-3f • Asset-backed securities • New York
This ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made this 1st day of April 2007, (this “Assignment Agreement”) is among Wells Fargo Bank, N.A. (“Wells Fargo”), as servicer ( in such capacity, the “Servicer”), GS Mortgage Securities Corp., as assignee (the “Assignee”) and Goldman Sachs Mortgage Company (“GSMSC”), as assignor (the “Assignor”).
SERVICING AGREEMENT By and Between WASHINGTON MUTUAL BANK, FA (Servicer) and GOLDMAN SACHS MORTGAGE COMPANY (Owner) Dated as of December 1, 2003 Residential First Lien Mortgage Loans Schedule/Schedule Flow Delivery ProgramServicing Agreement • May 14th, 2007 • GSR Mortgage Loan Trust 2007-3f • Asset-backed securities • New York
This SERVICING AGREEMENT (this “Agreement”) dated as of December 1, 2003, is between Washington Mutual Bank, FA, a savings association organized under the laws of the United States, in its capacity as servicer (the “Servicer”), and Goldman Sachs Mortgage Company, a New York limited partnership, and its successors and assigns, in its capacity as owner (the “Owner”).
MORTGAGE LOAN PURCHASE AND SALE AGREEMENT Among WASHINGTON MUTUAL BANK, FA WASHINGTON MUTUAL BANK fsb WASHINGTON MUTUAL BANK (Sellers) and GOLDMAN SACHS MORTGAGE COMPANY (Purchaser) Dated as of December 1, 2003 Residential First Lien Mortgage Loans...Mortgage Loan Purchase and Sale Agreement • May 14th, 2007 • GSR Mortgage Loan Trust 2007-3f • Asset-backed securities • New York
THIS MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of December 1, 2003 is among Goldman Sachs Mortgage Company, a New York limited partnership, as purchaser (the “Purchaser”), and Washington Mutual Bank, FA, a savings association organized under the laws of the United States, Washington Mutual Bank fsb, a savings bank organized under the laws of the United States and Washington Mutual Bank, a Washington state chartered stock savings bank, as sellers (each, a “Seller” and, collectively, the “Sellers”).
REGULATION AB AMENDMENT TO SERVICING AGREEMENTServicing Agreement • May 14th, 2007 • GSR Mortgage Loan Trust 2007-3f • Asset-backed securities • New York
This REGULATION AB AMENDMENT TO SERVICING AGREEMENT dated as of April 1, 2006 (the "Amendment") between WASHINGTON MUTUAL BANK, a savings bank organized under the laws of the United States, as servicer (the "Servicer"), and GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership as owner (the "Owner"), is made with respect to the Servicing Agreement dated as of December 1, 2003, as amended by the First Amendment to Servicing Agreement dated as of October 1, 2004 (as so amended, the "Original Servicing Agreement") between the Servicer and the Owner. Capitalized terms used in this Amendment without definition have the meanings assigned to them in the Original Servicing Agreement.
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GOLDMAN SACHS MORTGAGE COMPANY, as Assignor, GS MORTGAGE SECURITIES CORP., as Assignee, and WASHINGTON MUTUAL BANK, as Seller and Servicer Dated as of April 1, 2007Assignment, Assumption and Recognition Agreement • May 14th, 2007 • GSR Mortgage Loan Trust 2007-3f • Asset-backed securities • New York
WHEREAS, the Assignor and the Servicer have entered into the Servicing Agreement dated as of December 1, 2003, as amended by the First Amendment to Servicing Agreement dated as of October 1, 2004, and as further amended by the Regulation AB Amendment to Servicing Agreement dated as of April 1, 2006, (the “Servicing Agreement”) and the Assignor and the Seller are parties to (i) the Mortgage Loan Purchase and Sale Agreement dated as of December 1, 2003, as amended by the First Amendment to Mortgage Loan Purchase Agreement dated as of October 1, 2004, and as further amended by the Regulation AB Amendment to Mortgage Loan Purchase and Sale Agreement dated as of April 1, 2006 (the “Purchase Agreement”) and (ii) the Commitment Letter dated as of March 2, 2007 (the “Commitment Letter”);
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • May 14th, 2007 • GSR Mortgage Loan Trust 2007-3f • Asset-backed securities • New York
This MORTGAGE LOAN PURCHASE AGREEMENT (this “Agreement”), dated as of July 1, 2006, is by and between DLJ MORTGAGE CAPITAL, INC., as seller (“Seller”), and BANK OF AMERICA, NATIONAL ASSOCIATION, as purchaser (“Purchaser”).
REGULATION AB AMENDMENT TO MORTGAGE LOAN PURCHASE AND SALE AGREEMENTMortgage Loan Purchase and Sale Agreement • May 14th, 2007 • GSR Mortgage Loan Trust 2007-3f • Asset-backed securities • New York
This REGULATION AB AMENDMENT TO MORTGAGE LOAN PURCHASE AND SALE AGREEMENT dated as of April 1, 2006 (the "Amendment") between WASHINGTON MUTUAL BANK, (formerly known as Washington Mutual Bank, FA), a savings bank organized under the laws of the United States and WASHINGTON MUTUAL BANK, FSB, a savings bank organized under the laws of the United States (each, "Seller" and, collectively, the "Sellers"), and GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership, as purchaser (the "Purchaser"), is made with respect to the Mortgage Loan Purchase and Sale Agreement dated as of December 1, 2003, as amended by the First Amendment to Mortgage Loan Purchase Agreement dated as of October 1, 2004 (as so amended, the "Original Purchase Agreement") among the Sellers, Washington Mutual Bank and the Purchaser. Capitalized terms used in this Amendment without definition have the meanings assigned to them in the Original Purchase Agreement.
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GS MORTGAGE SECURITIES CORP., as Assignor as Assignee and WELLS FARGO BANK, N.A. as Servicer and as acknowledged by WELLS FARGO BANK, N.A., as Master Servicer Dated as of April 1, 2007Assignment, Assumption and Recognition Agreement • May 14th, 2007 • GSR Mortgage Loan Trust 2007-3f • Asset-backed securities • New York
This ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made this 1st day of April 2007 (this “Assignment Agreement”), is among Wells Fargo Bank, N.A., a national banking association (“Wells Fargo”), as servicer (in such capacity, the “Servicer”), U.S. Bank National Association (“U.S. Bank”), not in its individual capacity, but solely as trustee on behalf of GSR Mortgage Loan Trust 2007-3F (the “Assignee” or the “Trustee”) and GS Mortgage Securities Corp., a Delaware corporation (the “Assignor” or the “Depositor”), and is acknowledged by Wells Fargo, as master servicer (in such capacity, the “Master Servicer”).
GSR MORTGAGE LOAN TRUST 2007-3F MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2007-3F MASTER SERVICING and TRUST AGREEMENT among GS MORTGAGE SECURITIES CORP., as Depositor U.S. BANK NATIONAL ASSOCIATION, as Trustee WELLS FARGO BANK, NATIONAL ASSOCIATION,...Trust Agreement • May 14th, 2007 • GSR Mortgage Loan Trust 2007-3f • Asset-backed securities • New York
THIS MASTER SERVICING AND TRUST AGREEMENT (this “Trust Agreement”), dated as of April 1, 2007, is hereby executed by and among GS MORTGAGE SECURITIES CORP., a Delaware corporation (the “Depositor”), U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”), DEUTSCHE BANK NATIONAL TRUST COMPANY, as a custodian (a “Custodian”) and WELLS FARGO BANK, N.A., as securities administrator (in such capacity, the “Securities Administrator”) and master servicer (in such capacity, the “Master Servicer”). All of the provisions of the Standard Terms to Master Servicing and Trust Agreement (April 2007 Edition) (the “Standard Terms”), unless otherwise specified herein, are hereby incorporated herein by reference and shall be a part of this Trust Agreement as if set forth herein in full.
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GS MORTGAGE SECURITIES CORP., as Assignor as Assignee WASHINGTON MUTUAL BANK, as Seller and Servicer and as acknowledged by WELLS FARGO BANK, N.A., as Master Servicer Dated as of April 1, 2007Assignment, Assumption and Recognition Agreement • May 14th, 2007 • GSR Mortgage Loan Trust 2007-3f • Asset-backed securities • New York
WHEREAS, Servicer sold to Goldman Sachs Mortgage Company (“GSMC”) certain mortgage loans listed on the mortgage loan schedule attached as Exhibit 1 hereto (the “Mortgage Loans”) pursuant to (i) the Mortgage Loan Purchase and Sale Agreement dated as of December 1, 2003, as amended by the First Amendment to Mortgage Loan Purchase Agreement dated as of October 1, 2004, and as further amended by the Regulation AB Amendment to Mortgage Loan Purchase and Sale Agreement dated as of April 1, 2006 (the “Purchase Agreement”) and (ii) the Commitment Letter dated as of March 2, 2007 (the “Commitment Letter”);
FIRST AMENDMENT TO SERVICING AGREEMENTServicing Agreement • May 14th, 2007 • GSR Mortgage Loan Trust 2007-3f • Asset-backed securities • New York
This First Amendment to Servicing Agreement (the “Amendment”) is made and entered into as of October 1, 2004 by and among Goldman Sachs Mortgage Company, a New York limited partnership, as purchaser (the “Purchaser”), and Washington Mutual Bank, FA, a savings association organized under the laws of the United States, as servicer (the “Servicer”).
FIRST AMENDMENT TO MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • May 14th, 2007 • GSR Mortgage Loan Trust 2007-3f • Asset-backed securities • New York
This First Amendment to Mortgage Loan Purchase Agreement (the “Amendment”) is made and entered into as of October 1, 2004 by and among Goldman Sachs Mortgage Company, a New York limited partnership, as purchaser (the “Purchaser”), and Washington Mutual Bank, FA, a savings association organized under the laws of the United States, Washington Mutual Bank fsb, a savings bank organized under the laws of the United States and Washington Mutual Bank, a Washington state chartered stock savings bank, as sellers (each, a “Seller” and, collectively, the “Sellers”).
THIS TRUST AGREEMENT (this “Trust Agreement”) dated as of April 1, 2007, is executed by and among GS MORTGAGE SECURITIES CORP., as depositor (the “Depositor”), U.S. BANK NATIONAL ASSOCIATION, solely in its capacity as trustee pursuant to the...Trust Agreement • May 14th, 2007 • GSR Mortgage Loan Trust 2007-3f • Asset-backed securities • New York
Pursuant to the terms of that certain Trust Agreement dated as of April 1, 2007 (the “Trust Agreement”), by and among GS Mortgage Securities Corp., as depositor, U.S. Bank National Association, as trustee (the “Trustee”) and as a custodian, Deutsche Bank National Trust Company, as a custodian, and Wells Fargo Bank, N.A., as master servicer and securities administrator (in such capacity, the “Securities Administrator”), we hereby present and surrender the Exchange Certificates specified on Schedule I attached hereto (the “Exchange Certificates”) and transfer, assign, set over and otherwise convey to the Securities Administrator, all of our right, title and interest in and to the Exchangeable REMIC Certificates, including all payments of interest thereon received after [________, 20___], in exchange for the Exchangeable REMIC Certificates specified on Schedule I attached hereto (the “Exchangeable REMIC Certificates”).
EX-35.2 WASHINGTON MUTUAL BANK OFFICER'S CERTIFICATE ANNUAL STATEMENT OF COMPLIANCE Re: The Servicing Agreement dated as of December 1, 2003 (as amended, the "Agreement"), between Washington Mutual Bank (formerly known as Washington Mutual Bank, FA),...Servicing Agreement • March 31st, 2008 • GSR Mortgage Loan Trust 2007-3f • Asset-backed securities
