Execution
Copy
GSAA HOME EQUITY TRUST
2007-4
ASSET-BACKED
CERTIFICATES
SERIES
2007-4
ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT
among
GS MORTGAGE SECURITIES
CORP.,
as
Assignor
DEUTSCHE BANK NATIONAL TRUST
COMPANY,
AS TRUSTEE FOR GSAA HOME
EQUITY TRUST 2007-4
as
Assignee
and
AVELO MORTGAGE,
L.L.C.
as
Servicer
and as acknowledged
by
WELLS FARGO BANK, NATIONAL
ASSOCIATION
as Master
Servicer
Dated as
of
March 29,
2007
ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT, dated March 29 (this “ Agreement ”),
among GS Mortgage Securities Corp. (the “ Assignor
” or “ Depositor ”), Deutsche Bank
National Trust Company (“ Deutsche Bank ”), not
in its individual capacity, but solely as trustee (the “
Trustee ”) on behalf of GSAA Home Equity Trust 2007-4
(the “ Assignee ”), Avelo Mortgage, L.L.C. (the
“ Servicer ”) and as acknowledged by Wells Fargo
Bank, National Association (“ Wells Fargo ”), as
master servicer (in such capacity, the “ Master
Servicer ”).
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 , (b) the Representations and Warranties
Agreement, dated as of March 1, 2007, between Goldman Sachs
Mortgage Company (“ GSMC ”) and the Assignor
(the “ Representations and Warranties Agreement
”), and (c) 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 Goldman Sachs Mortgage Company as predecessor to the
Assignor (in such capacity, the “ Owner ”) and
the Servicer, as amended by the Step 1 Assignment Agreement. 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 Master
Servicing and Trust Agreement, dated as of March 1, 2007 (the
“ Trust Agreement ”), among the Depositor, U.S.
Bank National Association, as a custodian, Deutsche Bank, as
Trustee and as a custodian, The Bank of New York Trust Company,
National Association, as a custodian and Wells Fargo, as Master
Servicer, securities administrator and as a custodian.
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 Servicer), Section 5.01 (relating to the
Owner’s right to receive information from the Servicer) 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 the rate set
forth on the Mortgage Loan Schedule.
2. Recognition of the Assignee.
(a) The Servicer hereby acknowledges and agrees
that from and after the date hereof (i) the Trust will be the owner
of the Mortgage Loans and the Servicer will be the servicer of the
Mortgage Loans on or after the applicable Transfer Date pursuant to
the terms set forth in the Trust Agreement, (ii) the Servicer 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 Servicer 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 Servicer acting on the
Trust’s behalf) and (v) the Mortgage Loans will be part of a
REMIC, and the Servicer 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 Servicer nor the Assignor
shall amend or agree to amend, modify, waiver, 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 Servicer’s performance
under the Servicing Agreement with respect to the Mortgage Loans
without the prior written consent of the Master
Servicer.
(b) From and after the date hereof, the Servicer
shall note the transfer of the Mortgage Loans to the Assignee in
its books and records, shall recognize the Assignee as the owner of
the Mortgage Loans and, notwithstanding anything herein to the
contrary, shall service all of the Mortgage Loans for the benefit
of the Assignee pursuant to the Servicing Agreement the terms of
which are incorporated herein by reference. It is the intention of
the Assignor, Servicer and Assignee that the Servicing Agreement
shall be binding upon and inure to the benefit of the Servicer and
the Assignee and their successors and assigns.
(c) The Servicer further acknowledges that, from
and after the date hereof, it (and any of its successors under the
Servicing Agreement) will be subject to the supervision of the
Master Servicer with respect to the Mortgage Loans and that the
Master Servicer, acting on behalf of the Trustee as the owner of
the Mortgage Loans, shall have the same rights with respect to the
Mortgage Loans as were assigned by GSMC, in its capacity as the
original “Owner” under the Servicing Agreement, to the
Assignor under the Step 1 Assignment Agreement, and further
assigned hereunder by the Assignor to the Trustee, on behalf of the
trust formed pursuant to the Trust Agreement. Such rights that
Master Servicer may enforce on behalf of the Trustee will include,
without limitation, the right to terminate the Servicer under the
Servicing Agreement with respect to the Mortgage Loans upon the
occurrence of an event of default thereunder, the right to receive
all remittances required to be made by the Servicer with respect to
the Mortgage Loans under the Servicing Agreement, the right to
receive all monthly reports and other data required to be delivered
by the Servicer with respect to the Mortgage Loans under the
Servicing Agreement and the right to exercise certain rights of
consent and approval relating to actions taken by the Servicer with
respect to the Mortgage Loans.
(d) All reports and other data required to be
delivered by the Servicer to the “Owner” under the
Servicing Agreement with respect to the Mortgage Loans shall be
delivered to the Master Servicer at the address set forth in
Section 8 hereof. All remittances required to be made to the
Trustee, as the successor in interest to the Assignor under the
Servicing Agreement, shall be made instead to the Master Servicer
by wire transfer to the following account:
Wells Fargo
Bank, National Association
For credit to:
SAS Clearing
FFC to: GSAA
2007-4 Acct # 50996300
Notwithstanding
anything to the contrary in the Servicing Agreement, with respect
to the Mortgage Loans, not later than the tenth calendar day of
each month (or if such tenth calendar day is not a Business Day,
the immediately succeeding Business Day), the Servicer shall
furnish to the Master Servicer (i)(a) monthly loan data in the
format set forth in Exhibit B hereto (or in such other
format mutually agreed upon between the Servicer and the Master
Servicer), (b) default loan data in the format set forth in
Exhibit C hereto (or in such other format mutually agreed
upon between the Servicer and the Master Servicer and (c)
information regarding the realized losses and gains in the format
set forth in Exhibit D hereto (or in such other format
mutually agreed upon between the Servicer and the Master Servicer),
in each case relating to the period ending on the last day of the
preceding calendar month, (ii) all such information required
pursuant to clause (i)(a) above on a magnetic tape, electronic
mail, or other similar media reasonably acceptable to the Master
Servicer, and (iii) all supporting documentation with respect to
the information required under the preceding paragraph.
3. Representations and Warranties of the
Assignee.
The Assignee
warrants and represents to and covenants with, the Assignor, the
Servicer and the Trust as of the date hereof that:
(a) it is a sophisticated investor able to evaluate
the risks and merits of the transactions contemplated hereby, and
that it has not relied in connection therewith upon any statements
or representations of the Assignor or the Responsible Party other
than those contained in the Sale and Servicing Agreement or this
Assignment Agreement.
(b) it is duly and legally authorized to enter into
this Assignment Agreement and to perform its obligations hereunder
and under the Sale and Servicing Agreement.
(c) this Assignment Agreement has been duly
authorized, executed and delivered by it and (assuming due
authorization, execution and delivery thereof by each of the other
parties hereto) constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms, except as
such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of
creditors’ rights generally and by general equitable
principles (regardless of whether such enforcement is considered in
a proceeding in equity or at law).
4. Representations and Warranties of the
Assignor.
The Assignor warrants and represents to the
Assignee and the Trust as of date hereof that:
(a) The Assignor is the sole owner of record and
holder of the Mortgage Loans and the indebtedness evidenced by each
Mortgage Note. The Mortgage Loans are not assigned or pledged, and
the Assignor has good, indefeasible and marketable title thereto,
and has full right to transfer and sell the Mortgage Loans to the
Assignee free and clear of any encumbrance, equity, participation
interest, lien, pledge, charge, claim or security interest, and has
full right and authority subject to no interest or participation
of, or agreement with, any other party, to sell and assign each
Mortgage Loan pursuant to this Agreement and following the sale of
each Mortgage Loan, the Assignee will own such Mortgage Loan free
and clear of any encumbrance, equity, participation interest, lien,
pledge, charge, claim or security interest. The Assignor intends to
relinquish all rights to possess, control and monitor the Mortgage
Loans;
(b) The Assignor has not waived the performance by
any Mortgagor of any action, if such Mortgagor’s failure to
perform such action would cause the Mortgage Loan to be in default,
nor has the Servicer waived any default resulting from any action
or inaction by such Mortgagor;
(c) With respect to the Mortgage Loans, any and all
requirements of any federal, state or local law including, without
limitation, usury, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity
and disclosure laws, all applicable predatory and abusive lending
laws or unfair and deceptive practices laws applicable to the
Mortgage Loans, including, without limitation, any provisions
related to Prepayment Premiums, have been complied with, the
consummation of the transactions contemplated hereby will not
involve the violation of any such laws or regulations;
and
(d) With respect to the Mortgage Loans, none of the
Mortgage Loans are (a) subject to the Home Ownership and Equity
Protection Act of 1994 or (b) classified as “high
cost,” “threshold,” “covered” or
“predatory” loans under any other applicable federal,
state or local law (or a similarly classified loan using different
terminology under a law imposing heightened regulatory scrutiny or
additional legal liability for residential mortgage loans having
high interest rates, points and/or fees).
5. Remedies for Breach of Representations and
Warranties of the Assignor.
With respect to the Mortgage Loans, the Assignor
hereby acknowledges and agrees that in the event of any breach of
the representations and warranties made by the Assignor set forth
in Section 4 hereof or in Section 2 of the Representations and
Warranties Agreement that materially and adversely affects the
value of the Mortgage Loans or the interest of the Assignee or the
Trust therein, within sixty (60) days of the earlier of either
discovery by or notice to the Assignor of such breach of a
representation or warranty, it shall cure, purchase, cause the
purchase of, or substitute for the applicable Mortgage Loan in the
same manner and subject to the conditions set forth in Section 3 of
the Representations and Warranties Agreement.
6. Termination; Optional Clean-Up Call
.
In connection with the Trust Agreement, the
Master Servicer hereby agrees to the following obligations
described below. For purposes of this Section 6 only, any
capitalized term used but not defined in this Assignment Agreement
has the same meaning assigned thereto in the Trust
Agreement.
In the event that a Person or Persons specified
in Section 11.01 of the Trust Agreement chooses to exercise its
option set forth therein to purchase the Mortgage Loans and REO
Properties or to conduct an Auction Call for such property of the
Trust Fund, as the case may be, by no later than the 10
th day of the month of the final distribution, such
Person shall notify the Depositor, the Trustee and the Securities
Administrator of the final Distribution Date and of the applicable
purchase or sale price of the Mortgage Loans and REO Properties
determined and in the manner as provided in the Trust
Agreement.
In the event the Mortgage Loans and REO
Properties are purchased or sold pursuant to Section 11.01 of the
Trust Agreement, the Master Servicer shall remit to the Securities
Administrator the applicable Termination Price on the Remittance
Date immediately preceding the applicable final Distribution Date.
Upon such final deposit with respect to the Trust Fund and the
receipt by the Securities Administrator and the Custodians
of