GSR Mortgage Loan Trust 2007-5f Sample Contracts

GOLDMAN SACHS MORTGAGE COMPANY
Custodial Agreement • January 11th, 2008 • GSR Mortgage Loan Trust 2007-5f • Asset-backed securities • New York

Notwithstanding the foregoing, with respect to any power of attorney, mortgage, assignment, intervening assignment, assumption agreement, modification agreement or deed of sale for which a certified copy is delivered in accordance with the foregoing, the copy must be certified as true and complete by the appropriate public recording office, or, if the original has been submitted for recording but has not yet been returned from the applicable recording office, an officer of the Seller must certify the copy as a true copy of the original submitted for recordation. Copies of blanket intervening assignments, however, need not be certified.

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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 LOANS
Flow Servicing Agreement • January 11th, 2008 • GSR Mortgage Loan Trust 2007-5f • 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”).

Contract
Assignment, Assumption and Recognition Agreement • January 11th, 2008 • GSR Mortgage Loan Trust 2007-5f • Asset-backed securities • New York

This ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT dated as of December 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”).

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GS MORTGAGE SECURITIES CORP., as the Assignor as the Assignee and NATIONAL CITY MORTGAGE CO., as the Servicer and as acknowledged by WELLS FARGO BANK, N.A., as Master Servicer Dated as of December...
Assignment, Assumption and Recognition Agreement • January 11th, 2008 • GSR Mortgage Loan Trust 2007-5f • Asset-backed securities • New York

This ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment Agreement”) made this 1st day of December 2007, is among National City Mortgage Co., an Ohio corporation (“National City” or the “Servicer”), U.S. Bank National Association., a national banking association, as trustee (the “Assignee”), and GS Mortgage Securities Corp., a Delaware corporation (the “Assignor”), and as acknowledged by Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”).

STANDARD TERMS TO MASTER SERVICING AND TRUST AGREEMENT GS Mortgage Securities Corp. Depositor GSR Mortgage Loan Trust 2007-5F Mortgage Pass-Through Certificates, Series 2007-5F December 2007 Edition
Servicing and Trust Agreement • January 11th, 2008 • GSR Mortgage Loan Trust 2007-5f • 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.

GSR MORTGAGE LOAN TRUST 2007-5F MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2007-5F MASTER SERVICING and TRUST AGREEMENT among GS MORTGAGE SECURITIES CORP., as Depositor U.S. BANK NATIONAL ASSOCIATION, as Trustee and as a Custodian WELLS FARGO BANK,...
Trust Agreement • January 11th, 2008 • GSR Mortgage Loan Trust 2007-5f • Asset-backed securities • New York

THIS MASTER SERVICING AND TRUST AGREEMENT (this “Trust Agreement”), dated as of December 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”) and as a custodian, DEUTSCHE BANK NATIONAL TRUST COMPANY, as a custodian (together with U.S. Bank National Association in its capacity as a custodian, the “Custodians”) 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 (December 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.

REPRESENTATIONS AND WARRANTIES AGREEMENT
Representations and Warranties Agreement • January 11th, 2008 • GSR Mortgage Loan Trust 2007-5f • Asset-backed securities • New York

This REPRESENTATIONS AND WARRANTIES AGREEMENT (this “Agreement”), dated as of December 28, 2007 (the “Closing Date”), is between GOLDMAN SACHS MORTGAGE COMPANY (“GSMC” or the “Seller”) and GS MORTGAGE SECURITIES CORP. (the “Depositor” or the “Purchaser”).

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 December 1, 2007
Assignment, Assumption and Recognition Agreement • January 11th, 2008 • GSR Mortgage Loan Trust 2007-5f • Asset-backed securities • New York

This ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment Agreement”) made this 1st day of December 2007, is among National City Mortgage Co., an Ohio corporation, as seller and servicer (“National City” or the “Servicer”), GS Mortgage Securities Corp., a Delaware corporation, as assignee (the “Assignee”), and Goldman Sachs Mortgage Company, a New York limited partnership, as assignor (“GSMC” or the “Assignor”).

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