Exhibit 99.12
EXECUTION COPY
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GSAA HOME EQUITY TRUST 2007-6
ASSET-BACKED CERTIFICATES
SERIES 2007-6
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
among
GS MORTGAGE SECURITIES CORP.,
as Assignor
DEUTSCHE BANK NATIONAL TRUST COMPANY, AS TRUSTEE
FOR GSAA HOME EQUITY TRUST 2007-6
as Assignee
COUNTRYWIDE HOME LOANS, INC.,
as Countrywide
and
COUNTRYWIDE HOME LOANS SERVICING LP,
as Servicer
and as acknowledged by
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Master Servicer
Dated as of
May 30, 2007
==============================================================================
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made this 30th
day of May, 2007 (this "Assignment Agreement"), among Countrywide Home Loans
Servicing LP, (the "Servicer"), Countrywide Home Loans, Inc. ("Countrywide"),
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 2007-6 (the "Assignee") and GS Mortgage Securities
Corp., a Delaware corporation (the "Assignor" or "Depositor"), and as
acknowledged by Xxxxx Fargo Bank, National Association ("Xxxxx Fargo"), as
master servicer (in such capacity, the "Master Servicer").
WHEREAS, Xxxxxxx Sachs Mortgage Company ("GSMC") and the Servicer
have entered into the Servicing Agreement, dated as of July 1, 2004 (the
"Servicing Agreement") as amended by that certain Amendment Reg AB, dated as
of January 1, 2006 ("Amendment Reg AB" and, together with the Servicing
Agreement, the "Servicing Agreement"), and GSMC and Countrywide have entered
into the Master Mortgage Loan Purchase Agreement, dated as of July 1, 2004 as
amended by that Amendment Reg AB (as amended, the "Sale Agreement"), pursuant
to which Countrywide sold to GSMC certain mortgage loans listed on the
mortgage loan schedule attached to the related Purchase Confirmation (as
defined in the Sale 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 Sale Agreement, to the Assignor pursuant to an
Assignment, Assumption and Recognition Agreement, dated as of May 30, 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 May 1, 2007 (the "Trust Agreement"), among the Depositor, Deutsche Bank,
as Trustee and as a custodian, U.S. Bank National Association, as a custodian,
The Bank of New York Trust Company, National Association, as a custodian, and
Xxxxx Fargo Bank, National Association, as Master Servicer, securities
administrator and a custodian, the Assignor will transfer the Mortgage Loans
to the Assignee, together with the Assignor's rights and obligations 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 and obligations 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 that arise from and after May 30, 2007, and the Servicer hereby
acknowledges such assignment and assumption and hereby agrees to the release
of the Assignor from any obligations that arise under the Servicing Agreement
from and after May 30, 2007, to the extent relating to the Mortgage Loans and
Countrywide hereby acknowledges such assignment and assumption and hereby
agrees to the release of the Assignor from any obligations under the Sale
Agreement that arise from and after May 30, 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 without the joinder of the
Assignee with respect to mortgage loans not conveyed to the Assignee hereunder
to the extent permitted by the Servicing Agreement; provided, however, that
such amendment, modification or termination shall not affect or be binding on
the Assignee.
(d) Countrywide and the Assignor shall have the right to amend,
modify or terminate the Sale Agreement without the joinder of the Assignee
with respect to mortgage loans not conveyed to the Assignee hereunder to the
extent permitted by the Servicing Agreement; 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.
(a) The Assignor represents and warrants to the Assignee that attached hereto
as Exhibit 2 is a true, accurate and complete copy of the Servicing Agreement.
The Servicer and the Assignor represent and warrant to the Assignee that (i)
the Servicing Agreement is in full force and effect as of the date hereof,
(ii) the Servicing Agreement has not been amended or modified in any respect,
except as contemplated herein or as previously disclosed in the GSMC
Assignment Agreement and (iii) no notice of termination has been given to the
Servicer under the Servicing Agreement. The Servicer, in its capacity as
servicer under the Servicing Agreement, further represents and warrants that
the representations and warranties contained in Section 2.1 of the Servicing
Agreement are true and correct in all material respects as of the Closing Date
(as such term is defined in the Servicing Agreement).
(b) Countrywide and the Assignor represent and warrant to the
Assignee that (i) the Sale Agreement is in full force and effect as of the
date hereof, (ii) the Sale Agreement has not been amended or modified in any
respect, except as set forth herein or in the GSMC Assignment Agreement and
(iii) no notice of termination has been given to Countrywide under the Sale
Agreement. Countrywide, in its capacity as seller under the Sale Agreement,
further represents and warrants that the representations and warranties
contained in Section 3.01 of the Sale Agreement are true and correct in all
material respects as of the Closing Date (as such term is defined in the Sale
Agreement).
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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, Countrywide, the Servicer and Assignee that the Sale Agreement and
the Servicing Agreement shall be binding upon and inure to the benefit of
Countrywide, the Servicer and the Assignee and their successors and assigns,
respectively.
(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 right to enforce the rights of the Owner under the Servicing
Agreement which 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. Notwithstanding the
foregoing, it is understood that the Servicer shall not be obligated to defend
and indemnify and hold harmless the Master Servicer, the Assignor and the
Assignee against any losses, damages, penalties, fines, forfeitures, judgments
and any related costs including, without limitation, reasonable and necessary
legal fees, resulting from (i) actions or inactions of the Servicer which were
taken or omitted upon the instruction or direction of the Master Servicer or
(ii) the failure of the Master Servicer to perform the obligations of the
Assignee with respect to the Assignment Agreement or of the "Owner" with
respect to the servicing provisions of the Servicing Agreement as the Master
Servicer is required to perform, as applicable.
(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 on behalf of the Assignee, at the address set forth in
Section 10 hereof. All remittances required to be made to the Assignee, 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:
Xxxxx Fargo Bank, National Association
ABA #: 000000000
For credit to: SAS Clearing
Acct #: 0000000000
FFC to: GSAA 2007-6 Acct # 53154300
(d) Notwithstanding anything to the contrary in the Servicing
Agreement, with respect to the Mortgage Loans, not later than the tenth (10th)
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 as set forth in Exhibit 3 hereto
(or in such other format mutually agreed-upon between the Servicer and the
Master
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Servicer); provided, that the Servicer will not be required to provide
information regarding prepayment penalties to the extent such prepayment
penalties are retained by the Servicer, (b) default loan data as set forth in
Exhibit 4 hereto (or in such other format mutually agreed-upon between the
Servicer and the Master Servicer) and (c) information regarding realized
losses and gains as set forth in Exhibit 5 hereto (or in such other format
mutually agreed-upon between the Servicer and the Master Servicer), in each
case relating to the period beginning on the second day of the month
immediately preceding and ending on the first day of the then current 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 reasonably
necessary and available with respect to the information required pursuant to
clause (i)(c) above.
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, the Servicer
or Countrywide 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
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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, 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 further
understood and agreed that the Assignor shall be deemed not to have made the
representations and warranties in this Section 5 with respect to, and to the
extent of, representations and warranties made, as to the matters covered in
this Section 5, by Countrywide in the Sale Agreement (or any officer's
certificate delivered pursuant thereto).
It is understood and agreed that, with respect to the Mortgage
Loans, 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.
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6. Repurchase of Mortgage Loans. 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 repurchase
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 ninety (90) days of discovery of such Qualification
Defect.
In the event Countrywide has breached a representation or warranty
under the Sale Agreement that is substantially identical to a representation
or warranty breached by the Assignor hereunder, the Assignee shall first
proceed against Countrywide. If Countrywide 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 Countrywide to cure such breach or
repurchase such Mortgage Loan under the terms of the Sale Agreement with
respect to such Mortgage Loan. In the event of a repurchase of any Mortgage
Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or
its designee the related Mortgage File and shall assign to the Assignor all of
the Assignee's rights under the Sale Agreement, but only insofar as the Sale
Agreement relates to such Mortgage Loan.
Except as specifically set forth herein, the Assignee shall have
no responsibility to enforce any provision of this Assignment Agreement, to
oversee compliance hereof, or to take notice of any breach or default thereof.
7. 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 7 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 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 10th day
of the month of the final distribution, such Person shall notify the
Depositor, the Trustee, the Servicer 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.
6
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 a Request for Release
therefor, the Master Servicer shall direct the Custodians to release to the
Master Servicer or its designee the Custodial Files for the Mortgage Loans.
8. Continuing Effect. Except as contemplated hereby, the Servicing Agreement
and the Sale Agreement shall remain in full force and effect in accordance
with their respective terms.
9. Governing Law.
THIS ASSIGNMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF).
EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
ASSIGNMENT AGREEMENT, OR ANY OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN
CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN), OR ACTIONS OF SUCH PARTY. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS ASSIGNMENT AGREEMENT.
10. Notices. Any notices or other communications permitted or
required hereunder or under the Servicing Agreement or the Sale Agreement
shall be in writing and shall be deemed conclusively to have been given if
personally delivered at or mailed by registered mail, postage prepaid, and
return receipt requested or transmitted by telex, telegraph or telecopier and
confirmed by a similar mailed writing, to:
(a) in the case of the Servicer,
Countrywide Home Loans Servicing LP
000 Xxxxxxxxxxx Xxx
Xxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxxx and Xxxxxx Xxxx
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With a copy to:
Countrywide Home Loans, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
or such other address as may hereafter be furnished by the Servicer;
(b) in the case of Countrywide,
Countrywide Home Loans, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxx
With a copy to:
Countrywide Home Loans, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
or such other address as may hereafter be furnished by Countrywide;
(c) in the case of the Master Servicer,
Xxxxx Fargo Bank, National Association
X.X. Xxx 00
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager, GSAA 2007-6
or in the case of overnight deliveries:
Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager, GSAA 2007-6
or such address as may hereafter be furnished by the Master Servicer;
(d) in the case of the Assignee,
Deutsche Bank National Trust Company
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000-0000
Attention: Trust Administration - GS0706
Tel.: (000) 000-0000
or such other address as may hereafter be furnished by the Assignee; and
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(e) in the case of the Assignor,
GS Mortgage Securities Corp.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Tel.: (000) 000-0000
Fax: (000) 000-0000
or such address as may hereafter be furnished by the Assignor.
11. Counterparts. This Assignment Agreement may be executed in
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
instrument.
12. Definitions. Any capitalized term used but not defined in
this Assignment Agreement has the meaning assigned thereto in the Servicing
Agreement.
13. Trustee Capacity. It is expressly understood and agreed by
the parties hereto that (i) this Assignment Agreement is executed and
delivered by Deutsche Bank, not individually or personally but solely on
behalf of GSAA Home Equity Trust 2007-6, as the Assignee, in the exercise of
the powers and authority conferred and vested in it, (ii) each of the
representations, undertakings and agreements by Deutsche Bank is made and
intended for the purpose of binding only the GSAA Home Equity Trust 2007-6,
(iii) nothing herein contained shall be construed as creating any liability
for Deutsche Bank, individually or personally, to perform any covenant (either
express or implied) contained herein, and all such liability, if any, is
hereby expressly waived by the parties hereto, and such waiver shall bind any
third party making a claim by or through one of the parties hereto and (iv)
under no circumstances shall Deutsche Bank be personally liable for the
payment of any indebtedness or expenses of the GSAA Home Equity Trust 2007-6,
or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the GSAA Home Equity Trust 2007-6
under this Assignment Agreement, the Trust Agreement or any related document.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this
Assignment Agreement the day and year first above written.
GS MORTGAGE SECURITIES CORP.
By: /s/ Xxxxxxxx Xxxx
-----------------------------
Name: Xxxxxxxx Xxxx
Title: Vice President
DEUTSCHE BANK NATIONAL TRUST
COMPANY, not in its individual
capacity but solely as Trustee
By: /s/ Xxx Xxxxx
-----------------------------
Name: Xxx Xxxxx
Title: Authorized Signer
COUNTRYWIDE HOME LOANS
SERVICING LP
BY: COUNTRYWIDE GP, INC., ITS
GENERAL PARTNER
By: /s/ Xxxxxx Xxxxxxxxx
-----------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
COUNTRYWIDE HOME LOANS, INC.
By: /s/ Xxxxxx Xxxxxxxxx
-----------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
[SIGNATURES CONTINUE]
CHL Step 2 AAR
Acknowledged and Agreed:
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Master Servicer
By: /s/ Xxxxxx Xxxx
----------------------------
Name: Xxxxxx Xxxx
Title: Vice President
CHL Step 2 AAR
EXHIBIT 1
Mortgage Loan Schedule
----------------------
[On File with the Securities Administrator as provided by the Depositor]
1-1
EXHIBIT 2
Servicing Agreement
-------------------
[On File with the Depositor]
1-1
EXHIBIT 3
Standard File Layout - Master Servicing
--------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
--------------------------------------------------------------------------------------------
SER_INVESTOR_NBR A value assigned by the Text up to 10 digits 20
Servicer to define a group of loans.
--------------------------------------------------------------------------------------------
LOAN_NBR A unique identifier assigned Text up to 10 digits 10
to each loan by the investor.
--------------------------------------------------------------------------------------------
SERVICER_LOAN_NBR A unique number assigned to a Text up to 10 digits 10
loan by the Servicer. This
may be different than the
LOAN_NBR.
--------------------------------------------------------------------------------------------
BORROWER_NAME The borrower name as received Maximum length of 30 30
in the file. It is not (Last, First)
separated by first and last
name.
--------------------------------------------------------------------------------------------
SCHED_PAY_AMT Scheduled monthly principal 2 No commas(,) 11
and scheduled interest payment or dollar signs ($)
that a borrower is expected to
pay, P&I constant.
--------------------------------------------------------------------------------------------
NOTE_INT_RATE The loan interest rate as 4 Max length of 6 6
reported by the Servicer.
--------------------------------------------------------------------------------------------
NET_INT_RATE The loan gross interest rate 4 Max length of 6 6
less the service fee rate as
reported by the Servicer.
--------------------------------------------------------------------------------------------
SERV_FEE_RATE The servicer's fee rate for a 4 Max length of 6 6
loan as reported by the
Servicer.
--------------------------------------------------------------------------------------------
SERV_FEE_AMT The servicer's fee amount for 2 No commas(,) 11
a loan as reported by the or dollar signs ($)
Servicer.
--------------------------------------------------------------------------------------------
NEW_PAY_AMT The new loan payment amount as 2 No commas(,) 11
reported by the Servicer. or dollar signs ($)
--------------------------------------------------------------------------------------------
NEW_LOAN_RATE The new loan rate as reported 4 Max length of 6 6
by the Servicer.
--------------------------------------------------------------------------------------------
ARM_INDEX_RATE The index the Servicer is 4 Max length of 6 6
using to calculate a
forecasted rate.
--------------------------------------------------------------------------------------------
ACTL_BEG_PRIN_BAL The borrower's actual 2 No commas(,) 11
principal balance at the or dollar signs ($)
beginning of the processing
cycle.
--------------------------------------------------------------------------------------------
ACTL_END_PRIN_BAL The borrower's actual 2 No commas(,) 11
principal balance at the end or dollar signs ($)
of the processing cycle.
--------------------------------------------------------------------------------------------
BORR_NEXT_PAY_DUE The date at the end of MM/DD/YYYY 10
E_DATE processing cycle that the
borrower's next payment is due
to the Servicer, as reported
by Servicer.
--------------------------------------------------------------------------------------------
SERV_CURT_AMT_1 The first curtailment amount 2 No commas(,) 11
to be applied. or dollar signs ($)
--------------------------------------------------------------------------------------------
SERV_CURT_DATE_1 The curtailment date MM/DD/YYYY 10
associated with the first
curtailment amount.
--------------------------------------------------------------------------------------------
CURT_ADJ_ AMT_1 The curtailment interest on 2 No commas(,) 11
the first curtailment amount, or dollar signs ($)
if applicable.
--------------------------------------------------------------------------------------------
SERV_CURT_AMT_2 The second curtailment amount 2 No commas(,) 11
to be applied. or dollar signs ($)
--------------------------------------------------------------------------------------------
SERV_CURT_DATE_2 The curtailment date MM/DD/YYYY 10
associated with the second
curtailment amount.
--------------------------------------------------------------------------------------------
CURT_ADJ_ AMT_2 The curtailment interest on 2 No commas(,) 11
the second curtailment amount, or dollar signs ($)
if applicable.
--------------------------------------------------------------------------------------------
SERV_CURT_AMT_3 The third curtailment amount 2 No commas(,) 11
to be applied. or dollar signs ($)
--------------------------------------------------------------------------------------------
SERV_CURT_DATE_3 The curtailment date MM/DD/YYYY 10
associated with the third
curtailment amount.
--------------------------------------------------------------------------------------------
CURT_ADJ_AMT_3 The curtailment interest on 2 No commas(,) 11
the third curtailment amount, or dollar signs ($)
if applicable.
--------------------------------------------------------------------------------------------
PIF_AMT The loan "paid in full" amount 2 No commas(,) 11
as reported by the Servicer. or dollar signs ($)
--------------------------------------------------------------------------------------------
PIF_DATE The paid in full date as MM/DD/YYYY 10
reported by the Servicer.
--------------------------------------------------------------------------------------------
Action Code Key: 2
15=Bankruptcy,
30=Foreclosure, ,
60=PIF,
63=Substitution,
65=Repurchase,70=REO
------------------------------------------
ACTION_CODE The standard FNMA numeric code used to
indicate the default/delinquent status
of a particular loan.
--------------------------------------------------------------------------------------------
INT_ADJ_AMT The amount of the interest 2 No commas(,) 11
adjustment as reported by the or dollar signs ($)
Servicer.
--------------------------------------------------------------------------------------------
SOLDIER_SAILOR_ The Soldier and Sailor 2 No commas(,) 11
ADJ_AMT Adjustment amount, if or dollar signs ($)
applicable.
--------------------------------------------------------------------------------------------
NON_ADV_LOAN_AMT The Non Recoverable Loan 2 No commas(,) 11
Amount, if applicable. or dollar signs ($)
--------------------------------------------------------------------------------------------
LOAN_LOSS_AMT The amount the Servicer is 2 No commas(,) 11
passing as a loss, if or dollar signs ($)
applicable.
--------------------------------------------------------------------------------------------
SCHED_BEG_PRIN_ The scheduled outstanding 2 No commas(,) 11
BAL principal amount due at the or dollar signs ($)
beginning of the cycle date to
be passed through to investors.
--------------------------------------------------------------------------------------------
SCHED_END_PRIN_ The scheduled principal 2 No commas(,) 11
BAL balance due to investors at or dollar signs ($)
the end of a processing cycle.
--------------------------------------------------------------------------------------------
SCHED_PRIN_AMT The scheduled principal amount 2 No commas(,) 11
as reported by the Servicer or dollar signs ($)
for the current cycle -- only
applicable for
Scheduled/Scheduled Loans.
--------------------------------------------------------------------------------------------
SCHED_NET_INT The scheduled gross interest 2 No commas(,) 11
amount less the service fee signs or dollar signs
($) amount for the current
cycle as reported by the Servicer --
only applicable for Scheduled/
Scheduled Loans.
--------------------------------------------------------------------------------------------
ACTL_PRIN_AMT The actual principal amount 2 No commas(,) 11
collected by the Servicer for or dollar signs ($)
the current reporting cycle --
only applicable for
Actual/Actual Loans.
--------------------------------------------------------------------------------------------
ACTL_NET_INT The actual gross interest 2 No commas(,) 11
amount less the service fee or dollar signs ($)
amount for the current
reporting cycle as reported by
the Servicer -- only
applicable for Actual/Actual
Loans.
--------------------------------------------------------------------------------------------
PREPAY_PENALTY_ The penalty amount received 2 No commas(,) 11
AMT when a borrower prepays on his or dollar signs ($)
loan as reported by the
Servicer.
--------------------------------------------------------------------------------------------
PREPAY_PENALTY_ The prepayment penalty amount 2 No commas(,) 11
WAIVED for the loan waived by the or dollar signs ($)
servicer.
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
MOD_DATE The Effective Payment Date of MM/DD/YYYY 10
the Modification for the loan.
--------------------------------------------------------------------------------------------
MOD_TYPE The Modification Type. Varchar - value can 30
be alpha or numeric
--------------------------------------------------------------------------------------------
DELINQ_P&I_ The current outstanding 2 No commas(,) 11
ADVANCE_AMT principal and interest or dollar signs ($)
advances made by Servicer.
--------------------------------------------------------------------------------------------
EXHIBIT 4
REPORTING DATA FOR DEFAULTED LOANS
Data must be submitted to Xxxxx Fargo Bank in an Excel spreadsheet format with
fixed field names and data type. The Excel spreadsheet should be used as a
template consistently every month when submitting data.
Table: Delinquency
Name Type Size
------------------------------------------------------------------------
Servicer Loan # Number 8
(Double)
Investor Loan # Number 8
(Double)
Borrower Name Text 20
Address Text 30
State Text 2
Due Date Date/Time 8
Action Code Text 2
FC Received Date/Time 8
File Referred to Atty Date/Time 8
NOD Date/Time 8
Complaint Filed Date/Time 8
Sale Published Date/Time 8
Target Sale Date Date/Time 8
Actual Sale Date Date/Time 8
Loss Mit Approval Date Date/Time 8
Loss Mit Type Text 5
Loss Mit Estimated Completion Date/Time 8
Date
Loss Mit Actual Completion Date Date/Time 8
Loss Mit Broken Plan Date Date/Time 8
BK Chapter Text 6
BK Filed Date Date/Time 8
Post Petition Due Date/Time 8
Motion for Relief Date/Time 8
Lift of Stay Date/Time 8
RFD Text 10
Occupant Code Text 10
Eviction Start Date Date/Time 8
Eviction Completed Date Date/Time 8
List Price Currency 8
List Date Date/Time 8
Accepted Offer Price Currency 8
Accepted Offer Date Date/Time 8
Page 1 of 23
Please be advised that failure to comply with ANY or all of the guidelines
entailed herein may result in issuance of late reporting fees.
(C) Copyright Xxxxx Fargo Bank, Corporate Trust Services
Contact us with Reporting Questions: XXXXxxxxxxXXX@XxxxxXxxxx.xxx
Estimated REO Closing Date Date/Time 8
Actual REO Sale Date Date/Time 8
o Items in bold are MANDATORY FIELDS. We must receive information in those
fields every month in order for your file to be accepted.
The Action Code Field should show the applicable numeric code to indicate that
a special action is being taken. The Action Codes are the following:
12-Relief Provisions
15-Bankruptcy/Litigation
20-Referred for Deed-in-Lieu
30-Referred fore Foreclosure
00-Xxxxxx
00-Xxxxxxxxxx
00-XXX-Xxxx for Sale
71-Third Party Sale/Condemnation
72-REO-Pending Conveyance-Pool Insurance claim filed
Xxxxx Fargo Bank will accept alternative Action Codes to those above, provided
that the Codes are consistent with industry standards. If Action Codes other
than those above are used, the Servicer must supply Xxxxx Fargo Bank with a
description of each of the Action Codes prior to sending the file.
Description of Action Codes:
----------------------------
Action Code 12 - To report a Mortgage Loan for which the Borrower has been
granted relief for curing a delinquency. The Action Date is the date the
relief is expected to end. For military indulgence, it will be three months
after the Borrower's discharge from military service.
Action Code 15 - To report the Borrower's filing for bankruptcy or instituting
some other type of litigation that will prevent or delay liquidation of the
Mortgage Loan. The Action Date will be either the date that any repayment plan
(or forbearance) instituted by the bankruptcy court will expire or an
additional date by which the litigation should be resolved.
Action Code 20 - To report that the Borrower has agreed to a deed-in-lieu or
an assignment of the property. The Action Date is the date the Servicer
decided to pursue a deed-in-lieu or the assignment.
Action Code 30 - To report that the decision has been made to foreclose the
Mortgage Loan. The Action Date is the date the Servicer referred the case to
the foreclosure attorney.
Action Code 60 - To report that a Mortgage Loan has been paid in full either
at, or prior to, maturity. The Action Date is the date the pay-off funds were
remitted to the Master Servicer.
Action Code 65 - To report that the Servicer is repurchasing the Mortgage
Loan. The Action Date is the date
the repurchase proceeds were remitted to the Master Servicer.
Action Code 70 - To report that a Mortgage Loan has been foreclosed or a
deed-in-lieu of foreclosure has been accepted, and the Servicer, on behalf of
the owner of the Mortgage Loan, has acquired the property and may dispose of
it. The Action Date is the date of the foreclosure sale or, for deeds-in-lieu,
the date the deed is recorded on behalf of the owner of the Mortgage Loan.
Action Code 71 - To report that a Mortgage Loan has been foreclosed and a
third party acquired the property, or a total condemnation of the property has
occurred. The Action Date is the date of the foreclosure sale or the date the
condemnation award was received.
Action Code 72 - To report that a Mortgage Loan has been foreclosed, or a
deed-in-lieu has been accepted, and the property may be conveyed to the
mortgage insurer and the pool insurance claim has been filed. The Action Date
is the date of the foreclosure sale, or, for deeds-in-lieu, the date of the
deed for conventional mortgages.
The Loss Mit Type field should show the approved Loss Mitigation arrangement.
The following are acceptable:
ASUM-Approved Assumption BAP-Borrower Assistance Program CO-Charge Off
DIL-Deed-in-Lieu FFA-Formal Forbearance Agreement MOD-Loan Modification
PRE-Pre-Sale SS-Short Sale
MISC-Anything else approved by the PMI or Pool Insurer
Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those above,
provided that they are consistent with industry standards. If Loss Mitigation
Types other than those above are used, the Servicer must supply Xxxxx Fargo
Bank with a description of each of the Loss Mitigation Types prior to sending
the file.
The Occupant Code field should show the current status of the property. The
acceptable codes are:
Mortgagor
Tenant
Unknown
Vacant
EXHIBIT 5
REALIZED LOSS CALCULATION INFORMATION
XXXXX FARGO BANK, N.A. Form 332
Calculation of Realized Loss
----------------------------
Purpose
-------
To provide the Servicer with a form for the calculation of any Realized Loss
(or gain) as a result of a Mortgage Loan having been foreclosed and
Liquidated.
Distribution
------------
The Servicer will prepare the form in duplicate and send the original together
with evidence of conveyance of title and appropriate supporting documentation
to the Master Servicer with the Monthly Accounting Reports which supports the
Mortgage Loan's removal from the Mortgage Loan Activity Report. The Servicer
will retain the duplicate for its own records.
Due Date
--------
With respect to any liquidated Mortgage Loan, the form will be submitted to
the Master Servicer no later than the date on which statements are due to the
Master Servicer under Section 4.02 of this Agreement (the "Statement Date") in
the month following receipt of final liquidation proceeds and supporting
documentation relating to such liquidated Mortgage Loan; provided, that if
such Statement Date is not at least 30 days after receipt of final liquidation
proceeds and supporting documentation relating to such liquidated Mortgage
Loan, then the form will be submitted on the first Statement Date occurring
after the 30th day following receipt of final liquidation proceeds and
supporting documentation.
Preparation Instructions
------------------------
The numbers on the form correspond with the numbers listed below.
1. The actual Unpaid Principal Balance of the Mortgage Loan.
2. The Total Interest Due less the aggregate amount of servicing fee
that would have been earned if all delinquent payments had been made as
agreed.
3-7. Complete as necessary. All line entries must be supported by copies
of appropriate statements, vouchers, receipts, canceled checks, etc., to
document the expense. Entries not properly documented will not be reimbursed
to the Servicer.
8. Accrued Servicing Fees based upon the Scheduled Principal Balance of
the Mortgage Loan as calculated on a monthly basis.
10. The total of lines 1 through 9.
Credits
-------
11-17. Complete as necessary. All line entries must be supported by
copies of the appropriate claims forms, statements, payment checks, etc. to
document the credit. If the Mortgage Loan is subject to a Bankruptcy
Deficiency, the difference between the Unpaid Principal Balance of the Note
prior to the Bankruptcy Deficiency and the Unpaid Principal Balance as reduced
by the Bankruptcy Deficiency should be input on line 16.
18. The total of lines 11 through 17.
Total Realized Loss (or Amount of Any Gain)
-------------------------------------------
19. The total derived from subtracting line 18 from 10. If the amount
represents a realized gain, show the amount in parenthesis ( ).
XXXXX FARGO BANK, N.A.
CALCULATION OF REALIZED LOSS
XXXXX FARGO BANK, N.A. Trust: ___________________________
Prepared by: __________________ Date: _______________
Phone: ______________________
Servicer Loan No. Servicer Name Servicer Address
XXXXX FARGO BANK, N.A.
Loan No._____________________________
Borrower's Name:________________________________________________________
Property
Address:________________________________________________________________
Liquidation and Acquisition Expenses:
Actual Unpaid Principal Balance of Mortgage $ _______________(1)
Loan
Interest accrued at Net Rate ________________(2)
Attorney's Fees ________________(3)
Taxes ________________(4)
Property Maintenance ________________(5)
MI/Hazard Insurance Premiums ________________(6)
Hazard Loss Expenses ________________(7)
Accrued Servicing Fees ________________(8)
Other (itemize) ________________(9)
$___________________
Total Expenses $______________(10)
Credits:
Escrow Balance $______________(11)
HIP Refund _______________(12)
Rental Receipts _______________(13)
Hazard Loss Proceeds _______________(14)
Primary Mortgage Insurance Proceeds _______________(15)
Proceeds from Sale of Acquired Property _______________(16)
Other (itemize) _______________(17)
Total Credits
_______________
_______________
$_______________(18)
Total Realized Loss (or Amount of Gain) $________________
