GOLDMAN SACHS MORTGAGE COMPANY Purchaser and NATIONAL CITY MORTGAGE CO. Company SECOND AMENDED AND RESTATED FLOW SELLER’S WARRANTIES AND SERVICING AGREEMENT Dated as of January 1, 2006 Adjustable Rate PoolsFlow Seller’s Warranties and Servicing Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
This is an Second Amended and Restated Flow Seller’s Warranties and Servicing Agreement for various residential first mortgage loans, dated and effective as of January 1, 2006, and is executed between Goldman Sachs Mortgage Company, as purchaser (the “Purchaser”), and National City Mortgage Co., as seller and servicer (the “Company”).
STANDARD TERMS TOMaster Servicing and Trust Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities
GS Mortgage Securities Corp. (the “Depositor”), a trustee (together with its successors and assigns, the “Trustee”), a securities administrator (together with its successors and assigns, the “Securities Administrator”), custodians (together with their successors and assigns, the “Custodians”), and a master servicer (together with its successors and assigns, the “Master Servicer”) identified in the Trust Agreement (as defined below) have entered into the Trust Agreement that provides for the issuance of mortgage pass-through certificates (the “Certificates”) that in the aggregate evidence the entire interest in Mortgage Loans or certificates or securities evidencing an interest therein and other property owned by the Trust created by such Trust Agreement. These Standard Terms are a part of, and are incorporated by reference into, the Trust Agreement.
GOLDMAN SACHS MORTGAGE COMPANY Purchaser and WELLS FARGO BANK, N.A. CompanyMaster Seller’s Warranties and Servicing Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
This is an Amended and Restated Master Seller’s Warranties and Servicing Agreement for various residential first and second lien mortgage loans, dated and effective as of March 1, 2006 and is executed between Goldman Sachs Mortgage Company, as purchaser (the “Purchaser”), and Wells Fargo Bank, N.A., as seller and servicer (the “Company”).
AMENDMENT REG AB TO THE MASTER MORTGAGE LOAN PURCHASEAND SERVICING AGREEMENTMaster Mortgage Loan Purchase and Servicing Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities
This is Amendment Reg AB (“Amendment Reg AB”), dated as of January 1, 2006 by and between Goldman Sachs Mortgage Company (the “Purchaser”), and Countrywide Home Loans, Inc. (the “Company”) to that certain Master Mortgage Loan Purchase Agreement dated as of July 1, 2004 by and between the Company and the Purchaser and that certain Servicing Agreement dated as of July 1, 2004 by and between Countrywide Home Loans Servicing, LP and the Purchaser (as amended, modified or supplemented, the “Existing Agreement”).
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 • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • 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 AGREEMENT among GOLDMAN SACHS MORTGAGE COMPANY, as Assignor GS MORTGAGE SECURITIES CORP. as Assignee and COUNTRYWIDE HOME LOANS, INC., as Seller Dated as of January 1, 2007Assignment, Assumption and Recognition Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
This Assignment, Assumption and Recognition Agreement (this “Assignment Agreement”) dated as of January 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”):
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GOLDMAN SACHS MORTGAGE COMPANY, as Assignor GS MORTGAGE SECURITIES CORP. as Assignee and COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer Dated as of January 1, 2007Assignment, Assumption and Recognition Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
This Assignment, Assumption and Recognition Agreement (this “Assignment Agreement”) dated as of January 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 Servicing LP, as servicer (the “Servicer”):
SERVICING AGREEMENT between COUNTRYWIDE HOME LOANS SERVICING LP (Servicer) and GOLDMAN SACHS MORTGAGE COMPANY (Owner) Dated as of July 1, 2004 Fixed & Adjustable-Rate First Lien Residential Mortgage LoansServicing Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
THIS SERVICING AGREEMENT (this “Agreement”) dated as of July 1, 2004, is by and between COUNTRYWIDE HOME LOANS SERVICING LP, in its capacity as servicer (the “Servicer”), and GOLDMAN SACHS MORTGAGE COMPANY, and its successors and assigns, as owner (the “Owner”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GS MORTGAGE SECURITIES CORP., as Assignor DEUTSCHE BANK NATIONAL TRUST COMPANY, AS TRUSTEE, as Assignee COUNTRYWIDE HOME LOANS, INC., as Seller, and COUNTRYWIDE HOME LOANS SERVICING LP, as...Assignment, Assumption and Recognition Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
To provide the Servicer with a form for the calculation of any Realized Loss (or gain) as a result of a Mortgage Loan having been foreclosed and Liquidated.
ContractAssignment, Assumption and Recognition Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
This ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT dated as of January 1, 2007 (this “Agreement”), is among Goldman Sachs Mortgage Company (the “Assignor”), GS Mortgage Securities Corp. (the “Assignee”) and Avelo Mortgage, L.L.C. (the “Company” or the “Servicer”).
COUNTRYWIDE HOME LOANS, INC., as Seller and GOLDMAN SACHS MORTGAGE COMPANY, as Purchaser MASTER MORTGAGE LOAN PURCHASE AGREEMENT dated as of July 1, 2004 Fixed and Adjustable Rate Residential Mortgage Loans (SERVICING RETAINED)Master Mortgage Loan Purchase Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
This Master Mortgage Loan Purchase Agreement is made and entered into as of July 1, 2004 (the “Agreement”), between Countrywide Home Loans, Inc., having an address at 4500 Park Granada, Calabasas, California 91302 (“Countrywide”), and Goldman Sachs Mortgage Company, having an address at 85 Broad Street, New York, New York 10004 the “Purchaser”).
RESIDENTIAL FUNDING CORPORATION, the Company and GOLDMAN SACHS MORTGAGE COMPANY, the Initial Owner STANDARD TERMS AND PROVISIONS OF SALE AND SERVICING AGREEMENT Dated as of September 29, 2005 Residential Mortgage LoansSale and Servicing Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
This is a STANDARD TERMS AND PROVISIONS OF SALE AND SERVICING AGREEMENT, dated and effective as of September 29, 2005, by and between RESIDENTIAL FUNDING CORPORATION, as seller and master servicer (the “Company”) and GOLDMAN SACHS MORTGAGE COMPANY, as the initial owner (the “Initial Owner”), together with all amendments hereof and supplements hereto (as it pertains to the Mortgage Pool and as incorporated by reference in and made a part of the Reference Agreement (as defined below), the “Agreement”.
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GS MORTGAGE SECURITIES CORP., as the Assignor DEUTSCHE BANK NATIONAL TRUST COMPANY, AS TRUSTEE, as the Assignee and NATIONAL CITY MORTGAGE CO., as the Servicer and as acknowledged by WELLS FARGO...Assignment, Assumption and Recognition Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
WHEREAS, Nat City sold to Goldman Sachs Mortgage Company (“GSMC”), on a servicing retained basis, certain mortgage loans pursuant to (i) the Second Amended and Restated Flow Seller’s Warranties and Servicing Agreement dated as of January 1, 2006, as amended by Amendment No. 1 dated as of July 24, 2006 and Amendment No. 2, dated as of August 9, 2006 (the “Flow SWSA”), (ii) the related Warranty Bill of Sale, dated August 16, 2006 (the “Warranty Bill of Sale”) and (iii) the related Trade Confirmation dated as of June 8, 2006 (the “Trade Confirmation”), each by and between GSMC, as purchaser, and Nat City, as seller and servicer;
AMENDMENT NO. 1Mortgage Loan Flow Purchase, Sale & Servicing Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • 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 • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
This ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated of January 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 AGREEMENT between GS MORTGAGE SECURITIES CORP., as Assignor and DEUTSCHE BANK NATIONAL TRUST COMPANY, AS TRUSTEE, as Assignee and as acknowledged by WELLS FARGO BANK, N.A., as Master Servicer Dated as of January...Assignment, Assumption and Recognition Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GOLDMAN SACHS MORTGAGE COMPANY, as the Assignor GS MORTGAGE SECURITIES CORP., as the Assignee and NATIONAL CITY MORTGAGE CO., as the Servicer Dated as of January 1, 2007Assignment, Assumption and Recognition Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
WHEREAS, Nat City sold to the Assignor, on a servicing retained basis, certain mortgage loans pursuant to (i) Amendment No. 2, dated as of August 9, 2006 to the Second Amended and Restated Flow Seller’s Warranties and Servicing Agreement dated as of January 1, 2006, as amended by Amendment No. 1 dated as of July 24, 2006 and as further amended, modified and supplemented from time to time between the Purchaser and the Seller (the “Flow SWSA”), (ii) the related Warranty Bill of Sale, dated August 16, 2006 (the “Warranty Bill of Sale”) and (iii) the related Trade Confirmation dated as of June 8, 2006, each by and between the Assignor, as purchaser, and Nat City, as seller and servicer;
AMENDMENT NO. 1Flow Seller’s Warranties and Servicing Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
AMENDMENT NO. 1, dated as of July 24, 2006 (“Amendment”), to the Second Amended and Restated Flow Seller’s Warranties and Servicing Agreement, dated as of January 1, 2006, and as further amended, modified and supplemented from time to time (the “Purchase and Servicing Agreement”), between GOLDMAN SACHS MORTGAGE COMPANY (the “Purchaser”) and NATIONAL CITY MORTGAGE CO. (the “Company”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • 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 July 26, 2006 (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;
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GS MORTGAGE SECURITIES CORP., as Assignor DEUTSCHE BANK NATIONAL TRUST COMPANY, AS TRUSTEE as Assignee and WELLS FARGO BANK, N.A. as Servicer and as acknowledged by WELLS FARGO BANK, N.A., as...Assignment, Assumption and Recognition Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
This ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made this 1st day of January, 2007 (this “Assignment Agreement”), is among Wells Fargo Bank, N.A. (“Wells Fargo”), a national banking association (the “Servicer”), Deutsche Bank National Trust Company (“Deutsche Bank”), not in its individual capacity, but solely as trustee on behalf of GSR Mortgage Loan Trust 2007-AR1 (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”).
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 January 1, 2007Assignment, Assumption and Recognition Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
This ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment Agreement”) made this 1st day of January, 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”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
This ASSIGNMENT AND ASSUMPTION AGREEMENT dated January 1, 2007 (this “Assignment Agreement”), is among Goldman Sachs Mortgage Company, a New York limited partnership (the “Assignor”), GS Mortgage Securities Corp., a Delaware corporation (the “Assignee”) and Residential Funding Company, LLC, a Delaware limited liability company (the “Company” or the “Servicer”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
This ASSIGNMENT AND ASSUMPTION AGREEMENT dated January 1, 2007 (this “Assignment Agreement”), is among GS Mortgage Securities Corp., a Delaware corporation (the “Assignor”), Deutsche Bank National Trust Company, not in its individual capacity, but solely as trustee on behalf of GSR Mortgage Loan Trust 2007-AR1 (the “Assignee” or the “Trustee”) and Residential Funding Company, LLC, a Delaware limited liability company (the “Company” or the “Servicer”), and is acknowledged by Wells Fargo Bank, N.A. (“Wells Fargo”), as master servicer (in such capacity, the “Master Servicer”).
ContractFlow Seller’s Warranties and Servicing Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
FLOW SERVICING AGREEMENT between GOLDMAN SACHS MORTGAGE COMPANY, Owner and AVELO MORTGAGE, L.L.C., Servicer Dated as of January 1, 2006 CONVENTIONAL FIXED AND ADJUSTABLE RATE RESIDENTIAL MORTGAGE LOANSFlow Servicing Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
This Flow Servicing Agreement (the “Agreement”) is entered into as of the 1st day of January 2006, by and between AVELO MORTGAGE, L.L.C. (the “Servicer”), a Delaware limited liability company and GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (the “Owner”).
GSR MORTGAGE LOAN TRUST 2007-AR1 MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2007-AR1 MASTER SERVICING and TRUST AGREEMENT among GS MORTGAGE SECURITIES CORP., as Depositor, DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and a Custodian, U.S. BANK...Master Servicing and Trust Agreement • February 15th, 2007 • GSR Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York
THIS MASTER SERVICING AND TRUST AGREEMENT dated as of January 1, 2007 (this “Trust Agreement”), is hereby executed by and among GS MORTGAGE SECURITIES CORP., a Delaware corporation (the “Depositor”), DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (in such capacity, the “Trustee”) and as a custodian (in such capacity, the “DB Custodian”), U.S. BANK NATIONAL ASSOCIATION, as a custodian (the “USB Custodian”), and WELLS FARGO BANK, N.A., as securities administrator (in such capacity, the “Securities Administrator”), master servicer (in such capacity, the “Master Servicer”) and a custodian (in such capacity, the “WFB Custodian” and together with the DB Custodian and the USB Custodian, the “Custodians” and each a “Custodian”).
