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
GREENPOINT MORTGAGE FUNDING,
INC.
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
made this 29 th day of March, 2007 (this “
Assignment Agreement ”), among GreenPoint Mortgage
Funding, Inc., a New York corporation (the “ Servicer
”), Deutsche Bank National Trust Company (“ Deutsche
Bank ”), not in its individual capacity, but solely as
trustee (in such capacity, the “ Trustee ”) on
behalf of GSAA Home Equity Trust 2007-4 (the “
Assignee ”), and GS Mortgage Securities Corp., a
Delaware corporation (the “ Assignor ” or
“ Depositor ”), and as acknowledged by Wells
Fargo Bank, National Association (“ Wells Fargo
”), as master servicer (in such capacity, the “
Master Servicer ”).
WHEREAS, Goldman Sachs Mortgage Company (“
GSMC ”) and the Servicer have entered into (i) the
Amended and Restated Servicing Agreement, dated as of November 1,
2005 (the “ Servicing Agreement ”), and (ii) the
Amended and Restated Master Mortgage Loan Purchase Agreement, dated
as of November 1, 2005 (the “ Sale Agreement ”),
pursuant to which the Servicer sold to GSMC certain mortgage loans
listed on the mortgage loan schedule attached as an exhibit to the
Servicing Agreement;
WHEREAS, GSMC has assigned and conveyed certain
mortgage loans (the “ Mortgage Loans ”), which
Mortgage Loans are subject to the provisions of the Servicing
Agreement and the Sale Agreement, to the Assignor pursuant to an
Assignment, Assumption and Recognition Agreement, dated as of March
29, 2007 (the “ GSMC Assignment Agreement
”);
WHEREAS, the Assignee has agreed on certain
terms and conditions to purchase from the Assignor the Mortgage
Loans acquired by the Assignor pursuant to the GSMC Assignment
Agreement, which Mortgage Loans are listed on the mortgage loan
schedule attached as Exhibit 1 hereto (the “
Mortgage Loan Schedule ”); and
WHEREAS, pursuant to a 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 will
transfer the Mortgage Loans to the Assignee, together with the
Assignor’s rights under the Servicing Agreement and the Sale
Agreement, to the extent relating to the Mortgage Loans (other than
the rights of the Assignor to indemnification
thereunder).
NOW THEREFORE, in consideration of the mutual
promises contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1.
Assignment and
Assumption .
(a)
The Assignor hereby assigns to the
Assignee, as of the date hereof, all of its right, title and
interest in and to the Mortgage Loans and the GSMC Assignment
Agreement (including without limitation the rights of GSMC under
the Servicing Agreement and the Sale Agreement, to the extent
assigned to the Assignor under the GSMC Assignment Agreement) from
and after the date hereof, and the Assignee hereby assumes all of
the Assignor’s obligations under the Servicing Agreement and
the Sale Agreement, to the extent relating to the Mortgage Loans
from and after March 29, 2007, and the Servicer hereby acknowledges
such assignment and assumption and hereby agrees to the release of
the Assignor from any obligations under the Servicing Agreement and
the Sale Agreement from and after March 29, 2007, to the extent
relating to the Mortgage Loans.
(b)
The Assignor represents and
warrants to the Assignee that the Assignor has not taken any action
which would serve to impair or encumber the Assignor’s
ownership interest in the Mortgage Loans since the respective dates
of the Servicing Agreement and the Sale Agreement.
(c)
The Servicer and the Assignor shall
have the right to amend, modify or terminate the Servicing
Agreement or the Sale Agreement without the joinder of the Assignee
with respect to mortgage loans not conveyed to the Assignee
hereunder, provided , however , that such amendment,
modification or termination shall not affect or be binding on the
Assignee.
2.
Accuracy of the Servicing
Agreement and the Sale Agreement . The Servicer and the Assignor represent and
warrant to the Assignee that (i) attached hereto as
Exhibit 2 is a true, accurate and complete copy of the
Servicing Agreement, (ii) attached hereto as
Exhibit 3 is a true, accurate and complete copy of the
Sale Agreement, (iii) each of the Servicing Agreement and the
Sale Agreement is in full force and effect as of the date hereof,
(iv) neither the Servicing Agreement nor the Sale Agreement
has been amended or modified in any respect, except as contemplated
herein or pursuant to the GSMC Assignment Agreement and (v) no
notice of termination has been given to the Servicer under the
Servicing Agreement or the Sale Agreement. The Servicer, in its
capacity as seller and/or servicer under each of the Servicing
Agreement and the Sale Agreement, as applicable, further represents
and warrants that the representations and warranties contained in
Section 2.1 of the Servicing Agreement are true and correct as of
the Closing Date (as such term is defined in the Servicing
Agreement), and the representations and warranties regarding the
Mortgage Loans contained in Section 3.02 of the Sale Agreement were
true and correct as of the Closing Date (as such term is defined in
the Sale Agreement).
3.
Recognition of
Assignee .
(a) 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.
(b) 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 and that the Master Servicer, acting on behalf of
the Assignee as the owner of the Mortgage Loans, shall have the
same rights as were assigned by GSMC, in its capacity as the
original “Owner” under the Servicing Agreement, to the
Assignor under the GSMC Assignment Agreement, and further assigned
hereunder by the Assignor to the Assignee. Such rights that Master
Servicer may enforce on behalf of the Assignee will include,
without limitation, the right to terminate the Servicer under the
Servicing Agreement upon the occurrence of an event of default
thereunder, the right to receive all remittances required to be
made by the Servicer under the Servicing Agreement, the right to
receive all monthly reports and other data required to be delivered
by the Servicer under the Servicing Agreement and the right to
exercise certain rights of consent and approval relating to actions
taken by the Servicer.
(c) All reports and other data required to be
delivered by the Servicer to the “Owner” under the
Servicing Agreement shall be delivered to the Master Servicer at
the address set forth in Section 10 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 (10 th ) calendar day of each month (or
if such tenth (10 th ) 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 4 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 5 hereto (or in such other format mutually
agreed-upon between the Servicer and the Master Servicer) and (c)
information regarding realized losses and gains in the format set
forth in Exhibit 6 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.
4.
Representations and Warranties of
the Assignee . The
Assignee hereby represents and warrants to the Assignor as
follows:
(a)
Decision to Purchase
. The Assignee represents and
warrants that 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 Servicer other than those
contained in the Servicing Agreement, the Sale Agreement or this
Assignment Agreement.
(b)
Authority
. The Assignee hereto represents and
warrants that it is duly and legally authorized to enter into this
Assignment Agreement and to perform its obligations hereunder and
under the Servicing Agreement and the Sale Agreement.
(c)
Enforceability
. The Assignee hereto represents and
warrants that 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).
5.
Representations and Warranties of
the Assignor . The
Assignor hereby represents and warrants to the Assignee as
follows:
(a)
Organization
. The Assignor has been duly
organized and is validly existing as a corporation in good standing
under the laws of the State of Delaware with full power and
authority (corporate and other) to enter into and perform its
obligations under the Servicing Agreement, the Sale Agreement and
this Assignment Agreement.
(b)
Enforceability
. This Assignment Agreement has been
duly executed and delivered by the Assignor, and, assuming due
authorization, execution and delivery by each of the other parties
hereto, constitutes a legal, valid, and binding agreement of the
Assignor, enforceable against it in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium, or
other similar laws affecting creditors’ rights generally and
to general principles of equity regardless of whether enforcement
is sought in a proceeding in equity or at law.
(c)
No Consent
. The execution, delivery and
performance by the Assignor of this Assignment Agreement and the
consummation of the transactions contemplated hereby do not require
the consent or approval of, the giving of notice to, the
registration with, or the taking of any other action in respect of,
any state, federal or other governmental authority or agency,
except such as has been obtained, given, effected or taken prior to
the date hereof.
(d)
Authorization; No
Breach . The execution
and delivery of this Assignment Agreement have been duly authorized
by all necessary corporate action on the part of the Assignor;
neither the execution and delivery by the Assignor of this
Assignment Agreement, nor the consummation by the Assignor of the
transactions herein contemplated, nor compliance by the Assignor
with the provisions hereof, will conflict with or result in a
breach of, or constitute a default under, any of the provisions of
the governing documents of the Assignor or any law, governmental
rule or regulation or any material judgment, decree or order
binding on the Assignor or any of its properties, or any of the
provisions of any material indenture, mortgage, deed of trust,
contract or other instrument to which the Assignor is a party or by
which it is bound.
(e)
Actions; Proceedings
. There are no actions, suits or
proceedings pending or, to the knowledge of the Assignor,
threatened, before or by any court, administrative agency,
arbitrator or governmental body (A) with respect to any of the
transactions contemplated by this Assignment Agreement or (B) with
respect to any other matter that in the judgment of the Assignor
will be determined adversely to the Assignor and will, if
determined adversely to the Assignor, materially adversely affect
its ability to perform its obligations under this Assignment
Agreement.
It is understood and agreed that the
representations and warranties set forth in this Section 5 shall
survive delivery of the respective mortgage loan documents to the
Assignee or its designee and shall inure to the benefit of the
Assignee and its assigns notwithstanding any restrictive or
qualified endorsement or assignment. Upon the discovery by the
Assignor or the Assignee and its assigns of a breach of the
foregoing representations and warranties, the party discovering
such breach shall give prompt written notice to the other parties
to this Assignment Agreement, and in no event later than two (2)
Business Days from the date of such discovery. It is understood and
agreed that the obligations of the Assignor set forth in Section 6
to repurchase a Mortgage Loan constitute the sole remedies
available to the Assignee and its assigns on their behalf
respecting a breach of the representations and warranties contained
in this Section 5.
It is understood and agreed that the Assignor
has made no representations or warranties to the Assignee other
than those contained in this Section 5, and no other affiliate of
the Assignor has made any representations or warranties of any kind
to the Assignee.
6.
Repurchase of Mortgage
Loans . (a) To the extent
that GreenPoint is required under the Sale Agreement or any related
agreement to which GreenPoint and Assignor are parties to
repurchase any Mortgage Loan on account of an Early Payment
Default, the Assignee shall be entitled as a result of the
assignments hereunder to enforce such obligation directly against
GreenPoint as required by and in accordance with the Sale Agreement
or such related agreement, as applicable. For purposes of this
Section, “Early Payment Default” shall mean any
provision of the Sale Agreement or any related agreement to which
GreenPoint and Assignor are parties that is designated as an
“early payment default” provision of otherwise provides
for the repurchase of any Mortgage Loan in the event of a default
in the first (of such other number as may be specified in such
provision) scheduled payment due under such Mortgage Loan after the
closing or other date specified in such agreement.
(b)
Upon discovery or notice of any
breach by the Assignor of any representation, warranty or covenant
under this Assignment Agreement that materially and adversely
affects the value of any Mortgage Loan or the interest of the
Assignee therein (it being understood that any such defect or
breach shall be deemed to have materially and adversely affected
the value of the related Mortgage Loan or the interest of the
Assignee therein if the Assignee incurs a loss as a result of such
defect or breach), the Assignee promptly shall request that the
Assignor cure such breach and, if the Assignor does not cure such
breach in all material respects within sixty (60) days from the
date on which it is notified of the breach, the Assignee may
enforce the Assignor’s obligation hereunder to purchase such
Mortgage Loan from the Assignee at the Repurchase Price as defined
in the Sale Agreement. Notwithstanding the foregoing, however, if
such breach is a Qualification Defect as defined in the Sale
Agreement, such cure or repurchase must take place within sixty
(60) days of discovery of such Qualification
Defect.
In the event the Servicer has breached a
representation or warranty under the Sale Agreement that is
substantially identical to, or covers the same matters as, a
representation or warranty breached by the Assignor hereunder, the
Assignee shall first proceed against the Servicer. If the Servicer
does not within ninety (90) days after notification of the breach,
take steps to cure such breach (which may include certifying to
progress made and requesting an extension of the time to cure such
breach, as permitted under the Sale Agreement) or purchase the
Mortgage Loan, the Assignee shall be entitled to enforce the
obligations of the Assignor hereunder to cure such breach or to
purchase the Mortgage Loan from the Trust. In such event, the
Assignor shall succeed to the rights of the Assignee to enforce the
obligations of the Servicer to cure such breach or
repurcha