GSAA HOME EQUITY TRUST 2007-7 ASSET-BACKED CERTIFICATES SERIES 2007-7 ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GOLDMAN SACHS MORTGAGE COMPANY, as Assignor GS MORTGAGE SECURITIES CORP., as Assignee and WELLS FARGO BANK, NATIONAL...
among
XXXXXXX
XXXXX MORTGAGE COMPANY,
as
Assignor
GS
MORTGAGE SECURITIES CORP.,
as
Assignee
and
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as
Servicer
Dated
as of
June
28, 2007
ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment Agreement”) made
this 28th day of June, 2007, among Xxxxx Fargo Bank, National Association,
a
national banking association (“Xxxxx Fargo” or the “Servicer”), GS
Mortgage Securities Corp., a Delaware corporation (the “Assignee”), and
Xxxxxxx Xxxxx Mortgage Company, a New York limited partnership (the
“Assignor” or “GSMC”).
WHEREAS,
the Assignor and the Servicer have entered into (i) the Second Amended and
Restated Master Seller’s Warranties and Servicing Agreement, dated as of
November 1, 2005, and (ii) the Assignment and Conveyance Agreement (WFHM
0000-XX00, XXXX 0000-XX00, xxx XXXX 0000-XX00), dated as of May 31, 2007
(collectively, the “Servicing Agreement”) pursuant to which the Servicer
sold certain Mortgage Loans (as defined below) to the Assignor;
WHEREAS,
the Assignee has agreed on certain terms and conditions to purchase from the
Assignor certain of the mortgage loans (the “Mortgage Loans”), which are
subject to the provisions of the Servicing Agreement and are listed on the
mortgage loan schedule attached as Exhibit A hereto (the “Mortgage
Loan Schedule”); and
WHEREAS,
pursuant to a Master Servicing and Trust Agreement, dated as of June 1, 2007
(the “Trust Agreement”), among GS Mortgage Securities Corp., as
depositor, U.S. Bank National Association, as trustee (in such capacity, the
“Trustee”) and as a custodian, Deutsche Bank National Trust Company, as a
custodian, The Bank of New York Trust Company, National Association, as a
custodian and Xxxxx Fargo, as master servicer (in such capacity, the “Master
Servicer”), securities administrator and as a custodian, the Assignee will
transfer the Mortgage Loans to the Trustee, together with the Assignee’s rights
under the Servicing Agreement, to the extent relating to the Mortgage Loans
(other than the rights of the Assignor (and if applicable its affiliates,
officers, directors and agents) 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 Servicing
Agreement, to the extent relating to the Mortgage Loans (other than the rights
of the Assignor (and if applicable its affiliates, officers, directors and
agents) to indemnification thereunder) from and after the date hereof, and
the
Assignee hereby assumes all of the Assignor’s obligations under the Servicing
Agreement, to the extent relating to the Mortgage Loans, from and after the
date
hereof, 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 from and after the date hereof, to the extent relating
to
the Mortgage Loans.
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(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 date of the applicable Servicing
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; provided, however,
that such amendment, modification or termination shall not affect or be binding
on the Assignee.
2. Modification
of the Servicing Agreement. Only in so far as it relates to the
Mortgage Loans, the Servicer and the Assignor hereby amend the Servicing
Agreement as follows:
(a) The
second sentence of the first paragraph of Section 4.2 shall be deleted in its
entirety and replaced with the following:
“In
the
event that any payment due under any Mortgage Loan is not postponed pursuant
to
Section 4.1 and remains delinquent for a period of ninety (90) days or any
other
default continues for a period of ninety (90) days beyond the expiration of
any
grace or cure period, the Company shall commence foreclosure
proceedings.”
(b) The
language in Section 4.14 shall be deleted in its entirety and replaced with
the
following:
The
Company or its agent shall inspect the Mortgaged Property as often as
deemed necessary by the Company in accordance with Accepted Servicing Practices
or as may be required by the primary mortgage guaranty insurer, to assure itself
that the value of the Mortgaged Property is being preserved. The
Company shall keep a record of each such inspection and, upon request, shall
provide the Purchaser with an electronic report of each such
inspection.
(c) The
fifth paragraph of Section 4.17, Title, Management and Disposition of REO
Property, of the Servicing Agreement is hereby amended by deleting the
first sentence in its entirety and replacing it with the following:
The
disposition of REO Property shall be carried out by the Company at such price,
and upon such terms and conditions, as the Company deems to be in the best
interests of the Purchaser.
(d) The
language “(ii)” shall be deleted from Section 6.4(ii) and the language “the
Purchaser and any Depositor” in the second line of such Section
and the language “the Purchaser and such Depositor” in the third line
of such Section shall be replaced with the language “the Master
Servicer”.
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(e) The
language “the Purchaser and any Depositor” and the language “the Purchaser and
such Depositor” occurring throughout Section 6.6 shall be deleted and replaced
with the language “the Master Servicer”.
(f) The
phrase “With respect to any Mortgage Loans that are the subject of a
Securitization Transaction occurring on” in the first sentence of the first
paragraph of Section 6.6 shall be deleted in its entirety and shall be replaced
with “On”.
(g) Section
10.1(ii) shall be deleted in its entirety and replaced with the
following:
“(ii) failure
by the Company duly to observe or perform in any material respect any other
of
the covenants or agreements on the part of the Company set forth in this
Agreement which continues unremedied for a period of thirty (30) days (fifteen
(15) days in the case of Section 6.4 and 6.6) after the date on which written
notice of such failure, requiring the same to be remedied, shall have been
given
to the Company by the Purchaser or by the Custodian; or”
(h) Exhibit
I shall be deleted in its entirety and be replaced with a new “Exhibit I” which
shall be as set forth in Exhibit D attached to this Assignment
Agreement.
(i) The
first paragraph of Section 4.4 shall be deleted in its entirety and replaced
with the following:
The
Company shall segregate and hold all funds collected and received pursuant
to a
Mortgage Loan or a Letter of Credit separate and apart from any of its own
funds
and general assets and shall establish and maintain one or more Custodial
Accounts, in the form of time deposit or demand accounts, titled “Xxxxx Fargo
Bank, N.A., for the benefit of the Purchaser of Residential Mortgage Loans
serviced under the Second Amended and Restated Master Seller’s Warranties and
Servicing Agreement, dated as of November 1, 2005 - P & I”, or as
otherwise directed in writing by the Purchaser or its assigns after the related
Closing Date in connection with any Whole Loan Transfer or Securitization
Transaction. The Custodial Account shall be established with a
Qualified Depository. Upon request of the Purchaser and within
ten (10) days thereof, the Company shall provide the Purchaser with written
confirmation of the existence of such Custodial Account. The
Custodial Account shall at all times be insured to the fullest extent allowed
by
Applicable Law. Funds deposited in the Custodial Account may be drawn
on by the Company in accordance with Section 4.5. If the depository
in which the Custodial Account is held ceases to be a Qualified Depository,
the
Company shall transfer the Custodial Account within thirty (30) days to a
substitute Qualified Depository.
With
respect to each Securitization Transaction, the Company shall establish a
separate Custodial Account for the related securitization and deposit all
amounts that have been or are subsequently received with respect to the Mortgage
Loans included in such Securitization Transaction into the Custodial Account
created for the securitization on the date of the Securitization Transfer,
or as
soon as possible thereafter (but not to exceed 48 hours after such
date). All funds held in such separate Custodial Account shall be for
the benefit of the trust created in connection with such Securitization
Transaction.
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(j) The
definition of “Qualified Depository” set forth in Article I shall be deleted in
its entirety and replaced with the following:
"Qualified
Depository: A depository the accounts of which are insured by the FDIC and
is otherwise acceptable to the Rating Agencies. For the avoidance of
doubt, a depository will be acceptable to Standard & Poor’s if its
short-term unsecured debt obligations are rated “A-2” or above or, if such
depository’s short-term unsecured debt obligations are not rated, its long-term
unsecured debt obligations are rated “BBB+” or above by Standard &
Poor’s.”
3. Accuracy
of Servicing Agreement.
The
Servicer and the Assignor represent and warrant to the Assignee that (i)
attached hereto as Exhibit B is a true, accurate and complete copy of the
Servicing Agreement, (ii) the Servicing Agreement is in full force and effect
as
of the date hereof, (iii) the Servicing Agreement has not been amended or
modified in any respect (other than as set forth herein) and (iv) no notice
of
termination has been given to the Servicer under the Servicing
Agreement. The Servicer, in its capacity as seller and/or servicer
under the Servicing Agreement, further represents and warrants that the
representations and warranties contained in Section 3.1 of the Servicing
Agreement are true and correct as of the date hereof, and the representations
and warranties regarding the Mortgage Loans contained in Section 3.2 of the
Servicing Agreement were true and correct as of the respective Closing
Date.
4. Recognition
of Assignee.
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 or in
the
Servicing Agreement to the contrary, shall service all of the Mortgage Loans
for
the benefit of the Assignee pursuant to the terms of the Servicing
Agreement. 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.
5. 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 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.
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(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).
6. 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 limited
partnership in good standing under the laws of the State of New York with full
power and authority (corporate and other) to enter into and perform its
obligations under the Servicing 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 has been
duly authorized by all necessary 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 (i) with respect to
any
of the transactions contemplated by this Assignment Agreement or (ii) 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.
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7. Additional
Representations and Warranties of the Assignor with Respect to the Mortgage
Loans. The Assignor hereby represents and warrants to the
Assignee as follows:
(a) Prior
Assignments; Pledges. Except for the sale to the Assignee, the
Assignor has not assigned or pledged any Mortgage Note or the related Mortgage
or any interest or participation therein.
(b) Releases. The
Assignor has not satisfied, canceled, or subordinated in whole or in part,
or
rescinded any Mortgage, and the Assignor has not released the related Mortgaged
Property from the lien of any Mortgage, in whole or in part, nor has the
Assignor executed an instrument that would effect any such release,
cancellation, subordination, or rescission. The Assignor has not
released any Mortgagor, in whole or in part, except in connection with an
assumption agreement or other agreement approved by the related federal insurer,
to the extent such approval was required.
(c) Compliance
with Applicable Laws. With respect to each Mortgage Loan, 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, predatory and abusive lending
or
disclosure laws applicable to such Mortgage Loan, including without limitation,
any provisions relating to prepayment charges, have been complied
with.
(d) High
Cost. No Mortgage Loan is categorized as “High Cost” pursuant to
the then-current Standard & Poor’s Glossary for File Format for LEVELS®
Version 6.0, Appendix E, as revised from time to time and in effect as of the
respective closing date. Furthermore, none of the Mortgage Loans sold
by the Seller are classified as (a) a “high cost mortgage” loan under the Home
Ownership and Equity Protection Act of 1994 or (b) a “high cost home,”
“covered,” “high-cost,” “high-risk home,” or “predatory” loan under any other
applicable state, federal or local law.
(e) Georgia
Fair Lending Act. No Mortgage Loan is secured by a property in
the state of Georgia and originated between October 1, 2002 and March 7,
2003.
(f) Credit
Reporting. The Assignor will cause to be fully furnished, in
accordance with the Fair Credit Reporting Act and its implementing regulations,
accurate and complete information (i.e., favorable and unfavorable) on Mortgagor
credit files to Equifax, Experian and Trans Union Credit Information Company
(three of the credit repositories), on a monthly basis.
(g) Bring
Down. To the Assignor’s knowledge, with respect to each Mortgage
Loan, no event has occurred from and after the closing date set forth in the
Servicing Agreement to the date hereof that would cause any of the
representations and warranties relating to such Mortgage Loan set forth in
Section 3.2 of the Servicing Agreement to be untrue in any material respect
as
of the date hereof as if made on the date hereof. With respect to
those representations and warranties which are made to the best of the
Assignor’s knowledge, if it is discovered by the Assignor that the substance of
such representation and warranty is inaccurate, notwithstanding the Assignor’s
lack of knowledge with respect to the substance of such representation and
warranty, such inaccuracy shall be deemed a breach of the applicable
representation and warranty.
6
It
is
understood and agreed that the representations and warranties set forth in
Sections 6 and 7 shall survive delivery of the 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 9 to
repurchase, or in limited circumstances, substitute 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 Sections
6 and 7. It is further understood and agreed that, except as
specifically set forth in Sections 6 and 7, the Assignor shall be deemed not
to
have made the representations and warranties in Section 7(g) with respect to,
and to the extent of, representations and warranties made, as to the matters
covered in Section 7(g), by the Servicer in the Servicing 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 Sections 6 and 7, and no other affiliate of the Assignor has made any
representations or warranties of any kind to the Assignee.
8. Representations
and Warranties of the Servicer. The Servicer hereby represents
and warrants to the Assignee that, to the extent the Mortgage Loans will be
part
of a REMIC, 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) 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).
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9. 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 ninety (90) 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 Servicing Agreement) or, in limited
circumstances (as set forth below), substitute such mortgage loan for a
Substitute Mortgage Loan (as defined below).
The
Assignor shall have the option, but is not obligated, to substitute a Substitute
Mortgage Loan for a Mortgage Loan, rather than repurchase the Mortgage Loan
as
provided above, by removing such Mortgage Loan and substituting in its place
a
Substitute Mortgage Loan or Loans and providing the Substitution Adjustment
Amount, if any, provided that any such substitution shall be effected not later
than ninety (90) days from the date on which it is notified of the
breach.
In
the
event the Servicer has breached a representation or warranty under the Servicing
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 to cure such breach or
purchase such mortgage loan from the Trust. 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 Servicing
Agreement) or purchase the Mortgage Loan, the Trustee shall be entitled to
enforce the obligations of the Assignor hereunder to cure such breach or to
purchase or substitute for the Mortgage Loan from the Trust.
In
addition, the Assignor shall have the option, but is not obligated, to
substitute a Substitute Mortgage Loan for a Mortgage Loan with respect to which
the Servicer has breached a representation and warranty and is obligated to
repurchase such Mortgage Loan under the Servicing Agreement, by removing such
Mortgage Loan and substituting in its place a Substitute Mortgage Loan or Loans,
provided that any such substitution shall be effected not later than ninety
(90)
days from the date on which it is notified of the breach.
In
the
event of any repurchase or substitution of any Mortgage Loan by the Assignor
hereunder, the Assignor shall succeed to the rights of the Assignee to enforce
the obligations of the Servicer to cure any breach or repurchase such Mortgage
Loan under the terms of the Servicing Agreement with respect to such Mortgage
Loan. In the event of a repurchase or substitution 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 Servicing Agreement, but only insofar as such
Servicing Agreement relates to such Mortgage Loan.
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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.
For
purposes of this Section, “Deleted Mortgage Loan” and “Substitute Mortgage Loan”
shall be defined as set forth below.
“Deleted
Mortgage Loan” A Mortgage Loan which is to be, pursuant to this
Section 9, replaced or to be replaced by the Assignor with a Substitute Mortgage
Loan.
“Substitute
Mortgage Loan” A mortgage loan substituted by the Assignor for a
Deleted Mortgage Loan which must, on the date of such substitution, (i) have
an
outstanding principal balance, after deduction of all scheduled payments due
in
the month of substitution (or in the case of a substitution of more than one
mortgage loan for a Deleted Mortgage Loan, an aggregate principal balance),
not
in excess of the Stated Principal Balance of the Deleted Mortgage Loan, (ii)
be
accruing interest at a rate no lower than and not more than 2% per
annum higher than that of the Deleted Mortgage Loan, (iii) have a remaining
term to maturity not greater than and not more than one year less than that
of
the Deleted Mortgage Loan, (iv) be of the same type as the Deleted Mortgage
Loan
(i.e., fixed- or adjustable-rate with same periodic rate cap, lifetime rate
cap,
and index); and (v) comply with each representation and warranty set forth
in
Section 3.2 of the Servicing Agreement.
“Substitution
Adjustment Amount” means with respect to any Mortgage Loan, the
amount remitted by GSMC on the applicable Distribution Date which is the
difference between the outstanding principal balance of a Substitute Mortgage
Loan as of the date of substitution and the outstanding principal balance of
the
Deleted Mortgage Loan as of the date of substitution.
10. Continuing
Effect.
Except
as
contemplated hereby, the Servicing Agreement shall remain in full force and
effect in accordance with its terms.
11. 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.
9
12. Notices.
Any
notices or other communications permitted or required hereunder or under the
Servicing 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,
Xxxxx
Fargo Bank, National
Association
1
Home
Campus, MAC #X2302-033
Xxx
Xxxxxx, Xxxx 00000-0000
Attention: Xxxx
X. Xxxxx
Tel: (000)
000-0000
Fax: (000)
000-0000
with
a
copy to,
Xxxxx
Fargo Bank, National
Association
1
Home
Campus, MAC #X2401-06T
Xxx
Xxxxxx, Xxxx 00000-0000
Attention: General
Counsel
Tel: (000)
000-0000
Fax: (000)
000-0000
or
such
other address as may hereafter be furnished by the Servicer;
(b) in
the case of the Assignee,
GS
Mortgage Securities
Corp.
00
Xxxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention: Xxxxx
Xxxxxxx
Tel.:
(000) 000-0000
Fax: (000)
000-0000
with
a
copy to:
GS
Mortgage Securities
Corp.
00
Xxxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention: Xxxxxxx
Xxxxxxx
Tel: (000)
000-0000
Fax: (000)
000-0000
10
or
such
other address as may hereafter be furnished by the Assignee,
and
(c) 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
with
a copy to:
Xxxxxxx
Sachs Mortgage
Company
00
Xxxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention: Xxxxxxx
Xxxxxxx
Tel: (000)
000-0000
Fax: (000)
000-0000
or
such
other address as may hereafter be furnished by the Assignor.
13. 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.
14. Definitions.
Any
capitalized term used but not defined in this Assignment Agreement has the
meaning assigned thereto in the Servicing Agreement or the Trust Agreement,
as
applicable.
15. Third-Party
Beneficiary.
The
parties agree that the Trustee and Master Servicer are intended to be, and
shall
have the rights of, a third party beneficiary of this Assignment
Agreement.
[SIGNATURE
PAGE FOLLOWS]
11
IN
WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement
the
day and year first above written.
XXXXXXX
SACHS MORTGAGE COMPANY,
a
New
York limited partnership, as Assignor
By: Xxxxxxx
Xxxxx Real Estate Funding Corp.,
its
general
partner
By: /s/
Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
GS
MORTGAGE SECURITIES CORP., as Assignee
By:
/s/ Xxxx X. Xxxxx
Name:
Xxxx X. Xxxxx Title:
Vice President
XXXXX
FARGO BANK, NATIONAL ASSOCIATION, as Servicer
By:
/s/ Xxxx Xxxxxx
Name:
Xxxx Xxxxxx Title:
Assistant Vice President
Xxxxx
Fargo Step 1 AAR
Exhibit
A
Mortgage
Loan Schedule
[On
File
with the Securities Administrator as provided by the Depositor]
Exhibit
B
Second
Amended and Restated Master Seller’s Warranties and Servicing
Agreement
[On
File
with the Depositor]
Exhibit
C
Exhibit
I to the Servicing Agreement
EXHIBIT
I
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by Xxxxx Fargo Bank, National
Association shall address, at a minimum, the criteria identified as below as
“Applicable Servicing Criteria”:
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
|
General
Servicing Considerations
|
||
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1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
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1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
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X
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
|
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1122(d)(1)(iv)
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A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance with
the
terms of the transaction agreements.
|
X
|
|
Cash
Collection and Administration
|
||
|
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
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1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
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1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
|
Investor
Remittances and Reporting
|
||
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1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of mortgage loans serviced by the
Servicer.
|
X
|
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
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1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
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1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
|
Pool
Asset Administration
|
||
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1122(d)(4)(i)
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Collateral
or security on mortgage loans is maintained as required by the transaction
agreements or related mortgage loan documents.
|
X
|
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1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements
|
X
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements in
the
transaction agreements.
|
X
|
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance with
the
related mortgage loan documents are posted to the Servicer’s obligor
records maintained no more than two business days after receipt,
or such
other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow) in
accordance with the related mortgage loan documents.
|
X
|
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1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor’s mortgage loans (e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period a
mortgage
loan is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent mortgage loans including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
X
|
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1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
|
X
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s mortgage loan
documents, on at least an annual basis, or such other period specified
in
the transaction agreements; (B) interest on such funds is paid, or
credited, to obligors in accordance with applicable mortgage loan
documents and state laws; and (C) such funds are returned to the
obligor
within 30 calendar days of full repayment of the related mortgage
loans,
or such other number of days specified in the transaction
agreements.
|
X
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
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1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
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1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth
in
the transaction agreements.
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