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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Assignment and Assumption Agreement

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT | Document Parties: Avelo Mortgage, LLC | Goldman Sachs Mortgage Company | GOLDMAN SACHS REAL ESTATE | GS MORTGAGE SECURITIES CORP You are currently viewing:
This Assignment and Assumption Agreement involves

Avelo Mortgage, LLC | Goldman Sachs Mortgage Company | GOLDMAN SACHS REAL ESTATE | GS MORTGAGE SECURITIES CORP

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Title: ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Governing Law: New York     Date: 4/13/2007

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, Parties: avelo mortgage  llc , goldman sachs mortgage company , goldman sachs real estate , gs mortgage securities corp
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Execution Copy

 



 

GSAA HOME EQUITY TRUST 2007-4

 

ASSET-BACKED CERTIFICATES

 

SERIES 2007-4

 

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

 

among

 

GOLDMAN SACHS MORTGAGE COMPANY,

as Assignor

 

GS MORTGAGE SECURITIES CORP.,

as Assignee

     

and

 

AVELO MORTGAGE, L.L.C.

as the Company

 

Dated as of

 

March 29, 2007

 



 


 

 

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

 

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated March 29, 2007 (this “ Agreement ”), among Goldman Sachs Mortgage Company (“ Assignor ”), GS Mortgage Securities Corp. (“ Assignee ”) and Avelo Mortgage, L.L.C. ( the “ Company ”) (the “ Step 1 Assignment Agreement ”).

 

For and in consideration of the mutual promises contained herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

 

1.   Assignment, Assumption and Conveyance.

 

The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) certain mortgage loans acquired through the Goldman Sachs Residential Mortgage Conduit Program (the “ Mortgage Loans ”) listed on the schedule (the “ Mortgage Loan Schedule ”) attached hereto as Exhibit A , and (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Servicing Agreement, dated as of January 1, 2006 (the “ Servicing Agreement ”), by and between the Assignor, as owner (the “ Owner ”) and the Company. The Assignor hereby agrees that it will (i) deliver possession of notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Trust Agreement (as defined below).

 

The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any rights and obligations of the Assignor pursuant to the Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Owner under the following sections of the Servicing Agreement: Section 6.02 (relating to the Owner’s right to terminate the Company), Section 5.01 (relating to the Owner’s right to receive information from the Company) and Section 11.16 (relating the Owner’s obligation to execute certain confidentiality agreements).

 

The Assignee hereby assumes all of the Assignor’s obligations under the Mortgage Loans and the Servicing Agreement solely insofar as such obligations relate to the Mortgage Loans, other than the obligations set forth in clauses (ii) and (iii) of the preceding paragraph.

 

The parties hereto agree that with respect to the Mortgage Loans being serviced under the Servicing Agreement the Servicing Fee Rate for the Mortgage Loans shall be as specified on the Mortgage Loan Schedule.

 

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2.   Recognition of the Company.

 

From and after the date hereof (the “ Securitization Closing Date ”), the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Servicing Agreement (solely to the extent set forth herein) and this Agreement to Deutsche Bank National Trust Company (“ Deutsche Bank ”), as trustee (including its successors in interest and any successor trustees under the Trust Agreement, the “ Trustee ”), of the GSAA Home Equity Trust 2007-4 (the “ Trust ”) created pursuant to a Master Servicing and Trust Agreement, dated as of March 1, 2007 (the “ Trust Agreement ”), among the Assignee, the Trustee, U.S. Bank National Association, as a custodian, Deutsche Bank, as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Wells Fargo Bank, National Association, as master servicer (including its successors in interest and any successor servicer under the Trust Agreement, in such capacity, the “ Master Servicer ”), securities administrator and as a custodian.

 

The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of the Mortgage Loans and the Company will be the servicer of the Mortgage Loans on or after the applicable Transfer Date pursuant to the terms set forth in the Servicing Agreement as modified hereby, (ii) the Company shall look solely to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) for performance of any obligations of the Assignor under the Mortgage Loans and the Servicing Agreement (solely insofar as it relates to the Mortgage Loans) (except for such obligations of the Assignor retained by the Assignor hereunder), (iii) the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to (A) the Mortgage Loans, under the applicable purchase agreement pursuant to which the Owner purchased the related Mortgage Loans from the related Seller, including, without limitation, the enforcement of the document delivery requirements set forth in Section 5(b) of the related purchase agreement and (B) the Servicing Agreement and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, including without limitation, the remedies for breaches of representations and warranties set forth in Article IX of the Servicing Agreement (except for the rights and remedies retained by the Assignor hereunder), (iv) all references to the Owner under the Servicing Agreement insofar as they relate to the Mortgage Loans shall be deemed to refer to the Trust (except to the extent of the rights and obligations retained by the Assignor hereunder) (including the Trustee and the Company acting on the Trust’s behalf) and (v) the Mortgage Loans will be part of a REMIC, and the Company shall service the Mortgage Loans and any real property acquired upon default thereof (including, without limitation, making or permitting any modification, waiver or amendment of any term of any Mortgage Loan) after the applicable Transfer Date in accordance with the Servicing Agreement but in no event in a manner that would (A) cause the REMIC to fail to qualify as a REMIC or (B) result in the imposition of a tax upon the REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code, the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, and the tax on “net income from foreclosure property” as set forth in Section 860G(c) of the Code). Neither the Company nor the Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of the terms or provisions of the Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Servicing Agreement with respect to the Mortgage Loans without the prior written consent of the Master Servicer.

 

3


 

3.   Modification of the Servicing Agreement . Only in so far as it relates to the Mortgage Loans, the Company and the Assignor hereby amend the Servicing Agreement as follows:

 

(a)   The definition of “Servicing Fee Rate” set forth in Article I shall be deleted in its entirety and replaced with the following:

 

Servicing Fee Rate : As set forth on the Mortgage Loan Schedule attached as Exhibit A to the Assignment, Assumption and Recognition Agreement, dated as of March 29, 2007, among Goldman Sachs Mortgage Company, as Assignor, GS Mortgage Securities Corp., as Assignee and Avelo Mortgage, L.L.C., as the Company. ”

 

(b)   the second paragraph of Section 2.01 shall be deleted and replaced as follows:

 

“Subject only to the Accepted Servicing Practices and the terms of this Agreement and of the respective Mortgage Loans, the Servicer shall have full power and authority to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer in its own name or in the name of the Owner, is hereby authorized and empowered by the Owner when the Servicer believes it appropriate in its best judgment in accordance with Accepted Servicing Practices, to execute and deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed in lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, in the name of the Servicer on behalf of the Owner and without reference to the Owner except as otherwise required by law. The Owner shall execute, at the written request of the Servicer, and furnish to the Servicer such documents as are necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and the Owner hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on, in the name of the Servicer on behalf of the Owner and without reference to the Owner except as otherwise required by law. Except as otherwise provided herein, the Owner shall not be liable for the actions of the Servicer under such powers of attorney.

 

Notwithstanding anything in this Agreement to the contrary, the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for (A) a reduction of interest or principal payments resulting from the application of the Servicemembers Civil Relief Act or any similar state statutes or (B) as provided in Section 2.03, if the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) or (ii) except as provided in Section 2.03, waive any prepayment penalty or premium.”

 

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(c)   Section 2.03 shall be deleted and replaced as follows:

 

“The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any applicable insurance policies insuring the Mortgage Loan or the related Mortgaged Property, follow such collection procedures as it would follow with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Consistent with the foregoing and Accepted Servicing Practices, the Servicer may (i) waive any late payment charge or, if applicable, any penalty interest, or (ii) extend the Due Dates for the Monthly Payments due on a Mortgage Note for a period of not greater than 180 days; provided, that any extension pursuant to clause (ii) above shall not affect the amortization schedule of any Mortgage Loan for purposes of any computation hereunder, except as provided below. In the event of any such arrangement pursuant to clause (ii) above, the Servicer shall make Monthly Advances on such Mortgage Loan during such extension pursuant to Section 3.04 and in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements; provided that the Servicer shall not be obligated to make Monthly Advances which the Servicer determines to be Nonrecoverable Advances. Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or, in the judgment of the Servicer, such default is reasonably foreseeable, the Servicer, consistent with the Accepted Servicing Practices, may also waive, modify or vary any term of such Mortgage Loan (including modifications that would change the Mortgage Interest Rate, forgive the payment of principal or interest, extend the final maturity date of such Mortgage Loan or waive, in whole or in part, a prepayment penalty or premium), accept payment from the related Mortgagor of an amount less than the outstanding principal balance


 
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