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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Assignment and Assumption Agreement

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

Goldman Sachs Mortgage Company | GOLDMAN SACHS REAL ESTATE FUNDING CORP | GS MORTGAGE SECURITIES CORP | Wachovia Mortgage Company | WACHOVIA MORTGAGE CORPORATION

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

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, Parties: goldman sachs mortgage company , goldman sachs real estate funding corp , gs mortgage securities corp , wachovia mortgage company , wachovia mortgage corporation
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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

 

WACHOVIA MORTGAGE CORPORATION,

as Servicer

 

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 Wachovia Mortgage Company (the “ Company ”).

 

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 those 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 Seller’s Purchase, Warranties and Servicing Agreement, dated as of April 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 Servicing Agreement relating to the Owner’s right to terminate the Company and the Owner’s right to receive information from the Servicer.

 

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 an amount equal to 0.25% of the aggregate principal balance of the Mortgage Loans.

 


 

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 Securitization Closing 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 and (B) the Servicing Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Article II of 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 III 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 Servicer 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 Securitization Closing 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.

 


 

Notwithstanding anything to the contrary in the Servicing Agreement, on or before March 15 of each calendar year, commencing in 2007, the Servicer shall deliver to the Purchaser, the Master Servicer and the Depositor a report (in form and substance reasonably satisfactory to the Purchase, the Master Servicer and the Depositor) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address the “Applicable Servicing Criteria” set forth on Exhibit C attached hereto as applicable.

 

3.    Accuracy of Servicing Agreement . The Servicer and the Assignor represent and warrant to the Assignee that (i) attached hereto as Exhibit B is a true, accurate and complete copy of the Servicing Agreement, (ii) the Servicing Agreement is in full force and effect as of the date hereof, (iii) the Servicing Agreement has not been amended or modified in any respect as to the Mortgage Loans and (iv) no notice of termination has been given to the Servicer under the Servicing Agreement.

 

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

 

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

 

Business Day : Any day other than (i) a Saturday or a Sunday, or (ii) a legal holiday in the States of New York, North Carolina, Maryland or Minnesota, or (iii) a day on which banks in the States of New York or North Carolina are authorized or obligated by law or executive order to be closed.

 

(b)   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 : With respect to each Mortgage Loan, 0.25% per annum .”

 

(c)   The fourth paragraph of Section 4.13 shall be deleted in its entirety and replaced with the following:

 

“The Servicer shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Servicer determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property; provided however, that the Servicer agrees not to sell or dispose of any such REO Property to a person who acquires such REO Property using a purchase money mortgage. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, the Servicer shall report monthly to the Purchaser as to the progress being made in selling such REO Property, and provided further, that if the Servicer is unable to sell such REO Property within three years of acquisition, the Servicer shall obtain an extension from the Internal Revenue Service. If as of the date title to any REO Property was acquired by the Seller there were outstanding unreimbursed Servicing Advances with respect to the REO Property, the Seller shall be entitled to immediate reimbursement from the Purchaser for any related unreimbursed Servicing Advances. The disposition of REO Property shall be carried out by the Seller at such price, and upon such terms and conditions, as the Seller deems to be in the best interests of the Purchaser.”

 


 

 

(d)   A new paragraph shall be added to the end of Section 4.04 which shall read as follows:

 

“With respect to any remittance received by the Owner after the Business Day on which such payment was due, the Servicer shall pay to the Owner interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus two (2) percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall be deposited in the Custodial Account by the Servicer on the date such late payment is made and shall cover the period commencing with the day immediately following the day the payment was due and ending with the Business Day on which such payment is made, both inclusive. Such interest shall be remitted along with the distribution payable on the next succeeding Remittance Date. The payment by the Servicer of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the Servicer.”

 

(e)   a new section, Section 11.19 shall be added immediately following Section 11.18 which shall read as follows:

 

“Section 11.19   Third-Party Beneficiary . Wells Fargo Bank, National Association, as master servicer, securities administrator and as a custodian under the Master Servicing and Trust Agreement, dated as of March 1, 2007, among GS Mortgage Securities Corp., as depositor, U.S. Bank National Association, as a custodian, Deutsche Bank National Trust Company, as trustee and as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Wells Fargo Bank, National Association, as master servicer, securities administrator and as a custodian shall be considered a third-party beneficiary to this Agreement entitled to all of the rights and benefits accruing to it as if it were a direct party to this Agreement.”

 

5.    Representations and Warranties of the Company.

 

(a)   The Company warrants and represents to and covenants with, the Assignor, the Assignee and the Trust as of the date hereof that:

 

(b)   The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;

 

(c)   The Company has full power and authority to execute, deliver and perform its obliga


 
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