Exhibit 99.2
Execution Copy
GSAA HOME EQUITY TRUST 2007-10
ASSET-BACKED CERTIFICATES
SERIES 2007-10
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
October 30, 2007
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT, dated October 30, 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 and from
the Company d/b/a Senderra Funding (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), Section 11.13 (relating to the
Owner’s right to consent to certain solicitation
activities) and Section 11.16 (relating to 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 Citibank,
N.A. (“ Citibank ”), as trustee (including
its successors in interest and any successor trustees under
the Trust Agreement, the “ Trustee ”), of
the GSAA Home Equity Trust 2007-10 (the “ Trust
”) created pursuant to a Master Servicing and Trust
Agreement, dated as of October 1, 2007 (the “
Trust Agreement ”), among the Assignee, the
Trustee, U.S. Bank National Association, as a custodian,
Deutsche Bank National Trust Company, as a custodian and Wells
Fargo Bank, N.A., 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, the Securities Administrator 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, the Securities Administrator 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
October 30, 2007, among Goldman Sachs Mortgage Company, as
Assignor, GS Mortgage Securities Corp., as Assignee and Avelo
Mortgage, L.L.C., as the Company. ”
(b) a
new definition of “Privacy Laws” will be added in
the appropriate alphabetical order which shall read as
follows:
“
Privacy Laws : Title V of the Gramm-Leach-Bliley Act of
1999, as amended, and all applicable regulations promulgated
thereunder.”
(c) 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.”
(d) 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 in final satisfaction of such
Mortgage Loan, or consent to the postponement of strict
compliance with any such term or otherwise grant indulgence to
any Mortgagor (any and all such waivers, modifications,
variances, forgiveness of principal or interest,
postponements, or indulgences collectively referred to herein
as “Forbearance”). The Servicer’s
analysis supporting any Forbearance and the conclusion that
any Forbearance meets the Accepted Servicing Practices shall
be reflected in writing in the Servicing
File. Notwithstanding the foregoing, a Servicer may
waive, in whole or in part, a prepayment penalty or premium
only under the following circumstances: (i) such waiver
relates to a default or a reasonably foreseeable default and
would, in the reasonable judgment of the Servicer, maximize
recovery of total proceeds taking into account the value of
such prepayment penalty or premium and the related Mortgage
Loan, (ii) such prepayment penalty or premium is not permitted
to be collected by applicable federal, state or local law or
regulation, (iii) the collection of such prepayment penalty or
premium would be considered “predatory” pursuant
to written guidance published or issued by any applicable
federal, state or local regulatory authority acting in its
official capacity and having jurisdiction over such matters,
(iv) the enforceability thereof is limited (1) by bankruptcy,
insolvency,
moratorium,
receivership or other similar laws relating to
creditor’s rights generally or (2) due to acceleration
in connection with a foreclosure or other involuntary payment
or (v) if the Servicer has not been provided with information
sufficient to enable it to collect the prepayment penalty or
premium. If a prepayment penalty or premium is
waived other than as permitted in this Section 2.03, then the
Servicer is required to pay the amount of such waived
prepayment penalty or premium, by depositing such amount into
the Collection Account as soon as possible after the date of
payoff, but in no event later than five (5) Business Days from
such date.”
(e) Section
2.05 shall be amended as follows:
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(i) |
“and”
shall be deleted from the end of subsection (vii); |
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(ii)
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subsection
(viii) shall be amended by deleting the “.” at the end
of subsection (viii) and replacing it with “;
and ”
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(iii)
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a
new subsection (ix) shall be added to Section 2.05 immediately
following subsection (viii) which shall read as
follows:
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“(ix) to
reimburse itself for Monthly Advances of the
Servicer’s funds made pursuant to Section 3.04, the
Servicer’s right to reimburse itself pursuant to this
subclause (ix) being limited to related Liquidation Proceeds,
Condemnation Proceeds, Insurance Proceeds and such other
amounts as may be collected by the Servicer from the Mortgagor
or otherwise relating to the Mortgage Loan, including amounts
received on the related Mortgage Loan which represent late
payments of principal and/or interest respecting which any
such advance was made, it being understood that, in the case
of any such reimbursement, the Servicer’s right thereto
shall be prior to the rights of Owner.”
(f) Section
2.17 shall be deleted and replaced as follows:
“The
Servicer, in its capacity as servicer for each Mortgage Loan,
agrees
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