Item 1. Business.
Not applicable.
Item 1A.
Item 1A. Risk Factors.
Not applicable.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties.
Not applicable.
Item 3.
Item 3. Legal Proceedings.
Not applicable.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Not applicable.
Item 6.
Item 6. Selected Financial Data.
Not applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Not applicable.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Not applicable.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 9A.
Item 9A. Controls and Procedures.
Not applicable.
Item 9A(T). Controls and Procedures.
Not applicable.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
Not applicable.
Item 11.
Item 11. Executive Compensation.
Not applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Not applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Not applicable.
Item 14.
Item 14. Principal Accountant Fees and Services.
Not applicable.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligors of Pool Assets (Financial Information).
No single obligor represents 10% or more of the pool assets held by the issuing entity.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information.
No entity or group of affiliated entities provides any external credit enhancement or other support for the certificates within this transaction as described under Item 1114 (a) of Regulation AB.
Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).
No entity or group of affiliated entities provides any derivative instruments or other support for the certificates within this transaction as described under Item 1115 of Regulation AB.
Item 1117 of Regulation AB, Legal Proceedings.
Legal Proceedings Regarding Countrywide Financial Corporation
Pursuant to a Form 10-K filed by Countrywide Financial Corporation ("the Company") on February 29, 2008 (Commission File No. 001-8422; CIK No. 0000025191), the parent of Countrywide Home Loans Servicing LP, one of the servicers, and Countrywide Home Loans, Inc., one of the original loan sellers, the Company stated that various lawsuits alleging claims for derivative relief on behalf of the Company and securities, retirement plan, and other class action suits have recently been brought against us and certain current and former officers, directors and retirement plan administrators in either federal district court in Los Angeles, California, or state superior court in Los Angeles, or state court in Delaware. The Company stated that among other things, these lawsuits allege breach of state law fiduciary duties and violation of the federal securities laws and the Employee Retirement Income Security Act of 1974 ("ERISA"). The Company stated that these cases allege, among other things, that the Company did not disclose complete and accurate information about mortgage lending practices and financial condition. The Company stated that shareholder derivative cases brought in federal court are brought on the Company's behalf and do not seek recovery of damages from the Company.
The Company stated that two consolidated cases alleging claims for derivative relief on behalf of the Company are also pending in federal district court in Delaware, and allege, among other things, that certain of the Company's proxy filings contain incorrect statements relating to the compensation of the Chief Executive Officer.
The Company stated that various class action lawsuits relating to the proposed merger with Bank of America have been filed in the state courts of California and Delaware on behalf of a proposed class of shareholders against the Company, the Company's directors and Bank of America. The Company stated that the class action lawsuits filed in state court in California have been removed to federal court in Los Angeles and that these lawsuits allege that the Company's directors breached their fiduciary duties to the Company's shareholders by entering into the merger agreement with Bank of America and that Bank of America allegedly aided and abetted those alleged breaches. The Company stated that, similarly, the plaintiffs in the shareholder derivative lawsuits brought in California state and federal court recently have amended their complaints to add similar class action allegations relating to the proposed merger with Bank of America.
The Company stated that it is difficult to predict the resulting outcome of these proceedings, particularly where investigations and proceedings are in early stages. The Company stated that given the inherent difficulty in predicting the outcome of legal proceedings, the Company cannot estimate losses or ranges of losses for legal proceedings where there is only a reasonable possibility that a loss may be incurred, such as those discussed in the two immediately preceding paragraphs. The Company stated that it provides for potential losses that may arise out of legal proceedings to the extent such losses are deemed probable and can be estimated. The Company stated that although the ultimate outcome of the legal proceedings discussed above cannot be ascertained at this time, the Company believes that any resulting liability will not materially affect the consolidated financial position; such resolution, however, could be material to operating results for a particular future period depending upon the outcome of the proceedings and the operating results for a particular period. The Company stated that its assessment is based, in part, on the existence of insurance coverage.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.
The information regarding this Item has been previously filed in a 424(b)(5) filed on May 29, 2007 (Commission File No. 333-139817-12).
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessment of compliance with the servicing criteria for asset-backed securities and the related attestation reports on such assessments of compliance are attached hereto under Item 15(a).
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached hereto under Item 15(a).
Part IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules.
(a) Exhibits.
(1) Not Applicable.
(2) Not Applicable.
(3)
(4.1-10.26) Exhibits 4.1-10.26 were filed as part of the Registrant's Current Report on Form 8-K filed on June 8, 2007 (Commission File No.: 333-139817-12) and are incorporated by reference herein.
(4.1) Master Servicing and Trust Agreement dated as of May 1, 2007, among GS Mortgage Securities Corp., as depositor, Wells Fargo Bank, N.A. as securities administrator, master servicer and a custodian and Deutsche Bank National Trust Company, as trustee and a custodian.
(4.2) Standard Terms to Master Servicing and Trust Agreement (May 2007 Edition).
(4.3) Form of Publicly Offered Certificates.
(10.1) Master Mortgage Loan Purchase Agreement dated as of July 1, 2004 between Goldman Sachs Mortgage Company, as purchaser, and Countrywide Home Loans, Inc., as seller.
(10.2) Servicing Agreement dated as of July 1, 2004, between Goldman Sachs Mortgage Company, as purchaser, and Countrywide Home Loans Servicing LP, as servicer.
(10.3) Amendment Reg AB dated as of January 1, 2006, to the Master Mortgage Loan Purchase Agreement and the Servicing Agreement each dated as of July 1, 2004 between Goldman Sachs Mortgage Company, as purchaser, and Countrywide Home Loans, Inc., as seller.
(10.4) Amended and Restated Servicing Agreement dated as of November 1, 2005 between Goldman Sachs Mortgage Company, as purchaser, and IndyMac Bank, F.S.B., as servicer.
(10.5) Amended and Restated Mortgage Loan Purchase Agreement dated as of March 1, 2006, between Goldman Sachs Mortgage Company and IndyMac Bank, F.S.B., as seller.
(10.6) Amendment No. 1 to the Amended and Restated Mortgage Loan Purchase Agreement dated as of June 1, 2006, between Goldman Sachs Mortgage Company and IndyMac Bank, F.S.B., as seller.
(10.7) Second Amended and Restated Mortgage Loan Flow Purchase, Sale & Servicing Agreement dated as of May 1, 2006 between Goldman Sachs Mortgage Company and PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation).
(10.8) Amendment No. 1 to Second Amended and Restated Mortgage Loan Flow Purchase, Sale & Servicing Agreement dated August 1, 2006 between Goldman Sachs Mortgage Company and PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation).
(10.9) Amendment No. 2 to Second Amended and Restated Mortgage Loan Flow Purchase, Sale & Servicing Agreement dated September 1, 2006 between Goldman Sachs Mortgage Company and PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation).
(10.10) Amended and Restated Master Seller's Warranties and Servicing Agreement dated as of March 1, 2006 between Goldman Sachs Mortgage Company and Wells Fargo Bank, N.A.
(10.11) Assignment and Conveyance Agreement (6601-6602) dated September 12, 2006 between GS Mortgage Securities Corp. and Wells Fargo Bank, N.A.
(10.12) Second Amended and Restated Master Mortgage Loan Purchase Agreement dated as of May 1, 2006, between Bank of America, National Association and Wells Fargo Bank, N.A.
(10.13) Second Amended and Restated Master Seller's Warranties and Servicing Agreement dated as of May 1, 2006, between Bank of America, National Association and Wells Fargo Bank, N.A.
(10.14) Assignment and Conveyance Agreement (WFHM 2006-W38) dated June 27, 2006 between Bank of America, National Association and Wells Fargo Bank, N.A.
(10.15) Second Amended and Restated Master Seller's Warranties and Servicing Agreement dated as of November 1, 2005, between Wells Fargo Bank, N.A. and Goldman Sachs Mortgage Company.
(10.16) Assignment, Assumption and Recognition Agreement dated as of May 1, 2007, by and among GS Mortgage Securities Corp., Goldman Sachs Mortgage Company and Countrywide Home Loans Servicing LP, as servicer.
(10.17) Assignment, Assumption and Recognition Agreement dated as of May 1, 2007, by and among GS Mortgage Securities Corp., Goldman Sachs Mortgage Company and Countrywide Home Loans Inc., as seller.
(10.18) Assignment, Assumption and Recognition Agreement dated as of May 1, 2007, by and among GS Mortgage Securities Corp., Deutsche Bank National Trust Company, Countrywide Home Loans, Inc., as seller, and Countrywide Home Loans Servicing LP, as servicer, and as acknowledged by Wells Fargo Bank, N.A.
(10.19) Assignment, Assumption and Recognition Agreement dated as of May 1, 2007, among GS Mortgage Securities Corp., Goldman Sachs Mortgage Company and IndyMac, F.S.B., as servicer.
(10.20) Assignment, Assumption and Recognition Agreement dated as of May 1, 2007, among GS Mortgage Securities Corp., Deutsche Bank National Trust Company and IndyMac, F.S.B., as servicer, and as acknowledged by Wells Fargo Bank, N.A.
(10.21) Assignment, Assumption and Recognition Agreement dated as of May 1, 2007, among GS Mortgage Securities Corp., Goldman Sachs Mortgage Company and PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation), as seller and servicer.
(10.22) Assignment, Assumption and Recognition Agreement dated as of May 1, 2007, among GS Mortgage Securities Corp., Deutsche Bank National Trust Company and PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation), as servicer, and as acknowledged by Wells Fargo Bank, N.A.
(10.23) Assignment, Assumption and Recognition Agreement dated as of May 1, 2007, among GS Mortgage Securities Corp., Goldman Sachs Mortgage Company and Wells Fargo Bank, N.A., as servicer.
(10.24) Assignment, Assumption and Recognition Agreement dated as of May 1, 2007, among GS Mortgage Securities Corp., Deutsche Bank National Trust Company and Wells Fargo Bank, N.A., as servicer, and as acknowledged by Wells Fargo Bank, N.A.
(10.25) Assignment, Assumption and Recognition Agreement dated May 1, 2007, among Goldman Sachs Mortgage Company, Deutsche Bank National Trust Company and Wells Fargo Bank, N.A., as servicer, regarding the Bank of America, National Association loans.
(10.26) Assignment, Assumption and Recognition Agreement dated May 1, 2007, among the GS Mortgage Securities Corp., Goldman Sachs Mortgage Company and Wells Fargo Bank, N.A., as servicer, regarding the Bank of America, National Association loans.
(10.27) Exhibit 10.27 was filed as part of the Registrant's Current Report on Form 8-K/A filed on June 13, 2007 (Commission File No.: 333-139817-12) and is incorporated by reference herein.
(10.27) Assignment and Conveyance Agreement (WFHM 2006-W36), dated May 25, 2006 between Bank of America, National Association and Wells Fargo Bank, N.A.
(31) Rule 13a-14(d)/15d-14(d) Certification.
(33) Reports on assessment of compliance with servicing criteria for asset-backed securities.
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
(35) Servicer compliance statement.
(b) See (a) above
(c) Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GS Mortgage Securities Corp. (Depositor)
/s/ Michelle Gill Michelle Gill, Vice President (senior officer in charge of securitization of the depositor)
Date: March 31, 2008
Exhibit Index
Exhibit No.
(4.1-10.26) Exhibits 4.1-10.26 were filed as part of the Registrant's Current Report on Form 8-K filed on June 8, 2007 (Commission File No.: 333-139817-12) and are incorporated by reference herein.
(4.1) Master Servicing and Trust Agreement dated as of May 1, 2007, among GS Mortgage Securities Corp., as depositor, Wells Fargo Bank, N.A. as securities administrator, master servicer and a custodian and Deutsche Bank National Trust Company, as trustee and a custodian.
(4.2) Standard Terms to Master Servicing and Trust Agreement (May 2007 Edition).
(4.3) Form of Publicly Offered Certificates.
(10.1) Master Mortgage Loan Purchase Agreement dated as of July 1, 2004 between Goldman Sachs Mortgage Company, as purchaser, and Countrywide Home Loans, Inc., as seller.
(10.2) Servicing Agreement dated as of July 1, 2004, between Goldman Sachs Mortgage Company, as purchaser, and Countrywide Home Loans Servicing LP, as servicer.
(10.3) Amendment Reg AB dated as of January 1, 2006, to the Master Mortgage Loan Purchase Agreement and the Servicing Agreement each dated as of July 1, 2004 between Goldman Sachs Mortgage Company, as purchaser, and Countrywide Home Loans, Inc., as seller.
(10.4) Amended and Restated Servicing Agreement dated as of November 1, 2005 between Goldman Sachs Mortgage Company, as purchaser, and IndyMac Bank, F.S.B., as servicer.
(10.5) Amended and Restated Mortgage Loan Purchase Agreement dated as of March 1, 2006, between Goldman Sachs Mortgage Company and IndyMac Bank, F.S.B., as seller.
(10.6) Amendment No. 1 to the Amended and Restated Mortgage Loan Purchase Agreement dated as of June 1, 2006, between Goldman Sachs Mortgage Company and IndyMac Bank, F.S.B., as seller.
(10.7) Second Amended and Restated Mortgage Loan Flow Purchase, Sale & Servicing Agreement dated as of May 1, 2006 between Goldman Sachs Mortgage Company and PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation).
(10.8) Amendment No. 1 to Second Amended and Restated Mortgage Loan Flow Purchase, Sale & Servicing Agreement dated August 1, 2006 between Goldman Sachs Mortgage Company and PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation).
(10.9) Amendment No. 2 to Second Amended and Restated Mortgage Loan Flow Purchase, Sale & Servicing Agreement dated September 1, 2006 between Goldman Sachs Mortgage Company and PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation).
(10.10) Amended and Restated Master Seller's Warranties and Servicing Agreement dated as of March 1, 2006 between Goldman Sachs Mortgage Company and Wells Fargo Bank, N.A.
(10.11) Assignment and Conveyance Agreement (6601-6602) dated September 12, 2006 between GS Mortgage Securities Corp. and Wells Fargo Bank, N.A.
(10.12) Second Amended and Restated Master Mortgage Loan Purchase Agreement dated as of May 1, 2006, between Bank of America, National Association and Wells Fargo Bank, N.A.
(10.13) Second Amended and Restated Master Seller's Warranties and Servicing Agreement dated as of May 1, 2006, between Bank of America, National Association and Wells Fargo Bank, N.A.
(10.14) Assignment and Conveyance Agreement (WFHM 2006-W38) dated June 27, 2006 between Bank of America, National Association and Wells Fargo Bank, N.A.
(10.15) Second Amended and Restated Master Seller's Warranties and Servicing Agreement dated as of November 1, 2005, between Wells Fargo Bank, N.A. and Goldman Sachs Mortgage Company.
(10.16) Assignment, Assumption and Recognition Agreement dated as of May 1, 2007, by and among GS Mortgage Securities Corp., Goldman Sachs Mortgage Company and Countrywide Home Loans Servicing LP, as servicer.
(10.17) Assignment, Assumption and Recognition Agreement dated as of May 1, 2007, by and among GS Mortgage Securities Corp., Goldman Sachs Mortgage Company and Countrywide Home Loans Inc., as seller.
(10.18) Assignment, Assumption and Recognition Agreement dated as of May 1, 2007, by and among GS Mortgage Securities Corp., Deutsche Bank National Trust Company, Countrywide Home Loans, Inc., as seller, and Countrywide Home Loans Servicing LP, as servicer, and as acknowledged by Wells Fargo Bank, N.A.
(10.19) Assignment, Assumption and Recognition Agreement dated as of May 1, 2007, among GS Mortgage Securities Corp., Goldman Sachs Mortgage Company and IndyMac, F.S.B., as servicer.
(10.20) Assignment, Assumption and Recognition Agreement dated as of May 1, 2007, among GS Mortgage Securities Corp., Deutsche Bank National Trust Company and IndyMac, F.S.B., as servicer, and as acknowledged by Wells Fargo Bank, N.A.
(10.21) Assignment, Assumption and Recognition Agreement dated as of May 1, 2007, among GS Mortgage Securities Corp., Goldman Sachs Mortgage Company and PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation), as seller and servicer.
(10.22) Assignment, Assumption and Recognition Agreement dated as of May 1, 2007, among GS Mortgage Securities Corp., Deutsche Bank National Trust Company and PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation), as servicer, and as acknowledged by Wells Fargo Bank, N.A.
(10.23) Assignment, Assumption and Recognition Agreement dated as of May 1, 2007, among GS Mortgage Securities Corp., Goldman Sachs Mortgage Company and Wells Fargo Bank, N.A., as servicer.
(10.24) Assignment, Assumption and Recognition Agreement dated as of May 1, 2007, among GS Mortgage Securities Corp., Deutsche Bank National Trust Company and Wells Fargo Bank, N.A., as servicer, and as acknowledged by Wells Fargo Bank, N.A.
(10.25) Assignment, Assumption and Recognition Agreement dated May 1, 2007, among Goldman Sachs Mortgage Company, Deutsche Bank National Trust Company and Wells Fargo Bank, N.A., as servicer, regarding the Bank of America, National Association loans.
(10.26) Assignment, Assumption and Recognition Agreement dated May 1, 2007, among the GS Mortgage Securities Corp., Goldman Sachs Mortgage Company and Wells Fargo Bank, N.A., as servicer, regarding the Bank of America, National Association loans.
(10.27) Exhibit 10.27 was filed as part of the Registrant's Current Report on Form 8-K/A filed on June 13, 2007 (Commission File No.: 333-139817-12) and is incorporated by reference herein.
(10.27) Assignment and Conveyance Agreement (WFHM 2006-W36), dated May 25, 2006 between Bank of America, National Association and Wells Fargo Bank, N. A.
(31) Rule 13a-14(d)/15d-14(d) Certification.
(33) Reports on assessment of compliance with servicing criteria for asset-backed securities.
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
(35) Servicer compliance statement.