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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