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.
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. 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.”
(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