Exhibit 99.11
EXECUTION COPY
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GSAA HOME EQUITY TRUST 2007-6
ASSET-BACKED CERTIFICATES
SERIES 2007-6
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
among
XXXXXXX XXXXX MORTGAGE COMPANY,
as Assignor
GS MORTGAGE SECURITIES CORP.,
as Assignee
COUNTRYWIDE HOME LOANS, INC.,
as Countrywide
and
COUNTRYWIDE HOME LOANS SERVICING LP,
as Servicer
Dated as of
May 30, 2007
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this "Assignment
Agreement") made this 30th day of May, 2007, among Countrywide Home Loans
Servicing LP (the "Servicer"), Countrywide Home Loans, Inc. ("Countrywide"),
GS Mortgage Securities Corp., as assignee (the "Assignee") and Xxxxxxx Sachs
Mortgage Company, as assignor (the "Assignor").
WHEREAS, the Assignor and the Servicer have entered into the
Servicing Agreement, dated as of July 1, 2004, 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 the Assignor and
Countrywide have entered into the Master Mortgage Loan Purchase Agreement,
dated as of July 1, 2004, as amended by that certain Amendment Reg AB (as
amended, the "Sale Agreement") pursuant to which Countrywide sold to the
Assignor certain mortgage loans listed on the mortgage loan schedule attached
to the related Purchase Confirmation (as defined in the Sale Agreement);
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
Sale Agreement and 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 GS Mortgage Securities Corp.,
as depositor, Deutsche Bank National Trust Company, as trustee (in such
capacity, the "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 (in
such capacity, the "Master Servicer"), securities administrator and a
custodian, the Assignee will transfer the Mortgage Loans to the Trustee,
together with the Assignee's rights and obligations 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 all rights and obligations of the Assignor
under the Servicing Agreement and the Sale 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 and the Sale
Agreement, to the extent relating to the Mortgage Loans, 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 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 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 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. 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 definition of "Business Day" in Section 1 shall be
amended by deleting the definition in its entirety and replacing it with the
following:
"Business Day: Any day other than (i) a Saturday or Sunday, or
(ii) a day on which banking or savings and loan institutions in the States of
California, Maryland, Minnesota, Texas or New York are authorized or obligated
by law or executive order to be closed."
(b) Section 3.13(b) shall be amended by deleting the second
paragraph thereof and replacing it with the following:
"The Company shall use its best efforts to dispose of the REO
Property as soon as possible and shall sell such REO Property in any event
within three years after title has been taken to such REO Property, not later
than the end of the third taxable year after the year of its acquisition
unless (i) (A) a REMIC election has not been made with respect to the
arrangement under which the Mortgage Loans and the REO Property are held, (ii)
the Company obtains an extension from the Internal Revenue Service and (iii)
the Company determines, and gives an appropriate notice to the Owner to such
effect, that a longer period is necessary for the orderly liquidation of such
REO Property. If a period longer than three years is permitted under the
foregoing sentence and is necessary to sell any REO Property, (i) the Company
shall report monthly to the Owner as to the progress being made in selling
such REO Property and (ii) if, with the written consent of the Owner, a
purchase money mortgage is taken in connection with such sale, such purchase
money mortgage shall name the Servicer as mortgagee, and such purchase money
mortgage shall not be held pursuant to this Agreement, but instead a separate
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participation agreement among the Company and Owner shall be entered into with
respect to such purchase money mortgage."
(c) Sections 5.4, 5.5 and 5.6 shall be deleted in their
entirety.
(d) Section 7.1 shall be amended as follows:
(i) Subsection (ii) of Section 7.1 shall be deleted in its
entirety and replaced with the following:
"failure by the Company duly to observe or perform in any material
respect any of the covenants or agreements on the part of the Company set
forth in this Agreement (other than those listed in subsection (i) and
subsection (ix) of this Section 7.1) which continues unremedied for a period
of 30 days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Company; or"
(ii) Subsection (vii) of Section 7.1 shall be amended by deleting
the "." at the end of subsection (vii) and replacing it with "; or"
(iii) Subsection (viii) of Section 7.1 shall be amended by
deleting the "." at the end of subsection (viii) and replacing it with
"; or"
(iv) A new subsection (ix) shall be added immediately following
subsection (viii) which shall be as follows:
"failure by the Company duly to observe or perform in any material
respect any of the covenants or agreements on the part of the Company set
forth in Section 5.6 of this Agreement which continues unremedied for a period
of 10 days after the date on which written notice of such failure, requiring
the same to be remedied shall have been given to the Company."
(e) Section 9.1(b) shall be amended by deleting it in its
entirety and replacing it with the following:
"The Company shall deliver to the successor (i) the funds in the
Custodial Account and the Escrow Account to which the Owner is entitled
pursuant to the terms of this Agreement, (ii) all other funds to which the
Owner is entitled pursuant to the terms of this Agreement and (iii) all other
amounts which may thereafter be received with respect to the Mortgage Loans
and to which the Company is not entitled pursuant to the terms of this
Agreement within two Business Days of notice of the appointment of such
successor. The Company shall deliver to the successor all Collateral Files and
Servicing Files and related documents and statements held by it hereunder
within thirty calendar days of receipt of notice of the appointment of such
successor. The Company shall account for all funds and shall execute and
deliver such instruments and do such other things as may reasonably be
required to more fully and definitively vest in the successor all such rights,
powers, duties, responsibilities, obligations and liabilities of the Company."
(f) Section 2(c)(iv) of that certain Amendment Reg AB shall be
amended by deleting it in its entirety and replacing it with the following:
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"For the purpose of satisfying its reporting obligation under the
Exchange Act with respect to any class of asset-backed securities, the Company
shall (or shall cause each Subservicer and, if applicable, any Third-Party
Originator to) (a) provide prompt notice to the Purchaser, any Master Servicer
and any Depositor in writing of (1) any merger, consolidation or sale of
substantially all of the assets of the Company, (2) the Company's entry into
an agreement with a Subservicer to perform or assist in the performance of any
of the Company's obligations under the Agreement or any Reconstitution
Agreement that qualifies as an "entry into a material definitive agreement"
under Item 1.01 of the form 8-K, (3) any Event of Default under the terms of
the Agreement or any Reconstitution Agreement to the extent not known by such
Purchaser, Master Servicer or Depositor, and (4) any material litigation or
governmental proceedings involving the Company, any Subservicer or any Third
Party Originator."
(g) A new Section 2(c)(vi) shall be added to that certain
Amendment Reg AB as follows:
"The Company shall provide to the Purchaser and any Depositor a
description of any affiliation or relationship required to be disclosed under
Item 1119 between the Company and any of the parties listed in Items 1119
(a)(1)-(6) of Regulation AB that develops following the closing date of a
Securitization Transaction (other than an affiliation or relationship that the
Purchaser, the Depositor or the issuing entity is required to disclose under
Item 1119 of Regulation AB) no later than 15 calendar days prior to the date
the Depositor is required to file its Form 10-K disclosing such affiliation or
relationship. For purposes of the foregoing, the Company (1) shall be entitled
to assume that the parties to the Securitization Transaction with whom
affiliations or relations must be disclosed are the same as on the closing
date if it provides a written request (which may be by e-mail) to the
Depositor or Master Servicer, as applicable, requesting such confirmation and
either obtains such confirmation or receives no response within three (3)
Business Days, (2) shall not be obligated to disclose any affiliations or
relationships that may develop after the closing date for the Securitization
Transaction with any parties not identified to the Company pursuant to clause
(D) of paragraph (i) of this Section 2(c), and (3) shall be entitled to rely
upon any written identification of parties provided by the Depositor, the
Purchaser or any master servicer."
(h) A new section 6 shall be added immediately following section
5 of that certain Amendment Reg AB which shall be as follows:
"6. Xxxxx Fargo Bank, National Association, as master servicer,
securities administrator and a custodian under the Master Servicing and Trust
Agreement, dated as of May 1, 2007, among GS Mortgage Securities Corp., as
depositor, Deutsche Bank National Trust Company, as trustee and as a
custodian, U.S. Bank National Association, as a custodian, and The Bank of New
York Trust Company, National Association, as a custodian, shall be considered
a third-party beneficiary to Sections 2(d), 2(e) and 2(g) of this Amendment
Reg AB (solely with respect to noncompliance under Sections 2(d) and 2(e) of
this Amendment Reg AB), entitled to all the rights and benefits thereof as if
it were a direct party to the Amendment Reg AB."
(i) Exhibit B of that certain Amendment Reg AB shall be deleted
in its entirety and be replaced with a new "Exhibit B" which shall be as set
forth in Exhibit 3 attached to this Assignment Agreement.
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3. 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) except as set forth in this Assignment Agreement, the Servicing Agreement
has not been amended or modified in any respect 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 (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 contemplated herein 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).
4. Recognition of Assignee. From and after the date hereof or
until the Assignee no longer owns the Mortgage Loans, 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 and Assignee that the Sale Agreement
shall be binding upon and inure to the benefit of Countrywide and the Assignee
and their successors and assigns.
5. Representations and Warranties of the Assignee. The Assignee
hereby represents and warrants to the Assignor, Countrywide and the Servicer
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, Countrywide
or the Servicer other than those contained in the Sale Agreement, 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 and
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
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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, Countrywide, and the Servicer
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, the Sale
Agreement and this Assignment Agreement.
(b) Enforceability. This Assignment Agreement has been duly
executed and delivered by the Assignor, and, assuming due authorization,
execution and delivery by each of the other parties hereto, constitutes a
legal, valid, and binding agreement of the Assignor, enforceable against it in
accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium, or other similar laws affecting creditors' rights generally and to
general principles of equity regardless of whether enforcement is sought in a
proceeding in equity or at law.
(c) No Consent. The execution, delivery and performance by the
Assignor of this Assignment Agreement and the consummation of the transactions
contemplated hereby do not require the consent or approval of, the giving of
notice to, the registration with, or the taking of any other action in respect
of, any state, federal or other governmental authority or agency, except such
as has been obtained, given, effected or taken prior to the date hereof.
(d) Authorization; No Breach. The execution and delivery of this
Assignment Agreement have been duly authorized by all necessary corporate
action on the part of the Assignor; neither the execution and delivery by the
Assignor of this Assignment Agreement, nor the consummation by the Assignor of
the transactions herein contemplated, nor compliance by the Assignor with the
provisions hereof, will conflict with or result in a breach of, or constitute
a default under, any of the provisions of the governing documents of the
Assignor or any law, governmental rule or regulation or any material judgment,
decree or order binding on the Assignor or any of its properties, or any of
the provisions of any material indenture, mortgage, deed of trust, contract or
other instrument to which the Assignor is a party or by which it is bound.
(e) Actions; Proceedings. There are no actions, suits or
proceedings pending or, to the knowledge of the Assignor, threatened, before
or by any court, administrative agency, arbitrator or governmental body (A)
with respect to any of the transactions contemplated by this Assignment
Agreement or (B) with respect to any other matter that in the judgment of the
Assignor will be determined adversely to the Assignor and will, if determined
adversely to the Assignor, materially adversely affect its ability to perform
its obligations under this Assignment Agreement.
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:
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(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(R) Version 5.7, Appendix E, as revised from time to time and in effect
as of the Original Purchase 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) Arbitration. With respect to any Mortgage Loan originated on
or after August 1, 2004, neither the related Mortgage nor the related Mortgage
Note requires the Mortgagor to submit to arbitration to resolve any dispute
arising out of or relating in any way to the mortgage loan transactions.
(h) Prepayment Penalty. No Mortgage Loan originated prior to
October 1, 2002 will impose prepayment penalties for a term in excess of five
years after origination.
(i) Bring Down. To the Assignor's knowledge, as of the date of
this document, with respect to each Mortgage Loan, no event has occurred from
and after the Original Purchase Date to the date hereof that would cause any
of the representations and warranties
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relating to such Mortgage Loan set forth in Section 3.02 of the Sale 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.
It is understood and agreed that the representations and
warranties set forth in Sections 6 and 7 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 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(i)
with respect to, and to the extent of, representations and warranties made, as
to the matters covered in Section 7(i), by Countrywide in the Sale Agreement
(or any officer's certificate delivered pursuant thereto, if any).
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. Covenants of the Servicer. The Servicer hereby covenants 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) after the
date hereof 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).
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
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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 or, in limited circumstances (as set
forth below), substitute such mortgage loan for a Substitute Mortgage Loan (as
defined below). Notwithstanding the foregoing, however, if such breach is a
Qualification Defect as defined in the Sale Agreement, such cure, repurchase
or substitution must take place within ninety (90) days of discovery of such
Qualification Defect.
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 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 to cure such breach or purchase such mortgage loan
from the Trust. 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 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 Countrywide has breached a representation and warranty and is
obligated to repurchase such Mortgage Loan under the Sale 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 Countrywide to cure any 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 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 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.
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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 rate 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 3.02 of the Sale 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 and Sale Agreement shall remain in full force and effect
in accordance with their respective 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.
12. Notices. Any notices or other communications permitted or
required hereunder or under the Servicing Agreement or Sale Agreement shall be
in writing and shall be deemed conclusively to have been given if personally
delivered at or mailed by registered mail,
10
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
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 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:
11
GS Mortgage Securities Corp.
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 Assignee, and
(d) in the case of the Assignor,
Xxxxxxx Xxxxx 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
is intended to be, and shall have the rights of, a third party beneficiary of
this Assignment Agreement.
[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.
XXXXXXX XXXXX MORTGAGE
COMPANY
By: Xxxxxxx Sachs Real Estate Funding
Corp., its General Partner
By: /s/ Xxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
GS MORTGAGE SECURITIES CORP.
By: /s/ Xxxxxxxx Xxxx
--------------------------------
Name: Xxxxxxxx Xxxx
Title: Vice President
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
CHL Step 1 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]
3-1
EXHIBIT 3
EXHIBIT B
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of
Subservicer] shall address, at a minimum, the applicable criteria identified
below as "Applicable Servicing Criteria":
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Applicable
Servicing Criteria Servicing Criteria
-----------------------------------------------------------------------------------------------------------------------------------
Reference Criteria
-----------------------------------------------------------------------------------------------------------------------------------
General Servicing Considerations
-----------------------------------------------------------------------------------------------------------------------------------
Policies and procedures are instituted to monitor any X
performance or other triggers and events of default in
1122(d)(1)(i) accordance with the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
1122(d)(1)(ii) activities.
-----------------------------------------------------------------------------------------------------------------------------------
Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii) back-up servicer for the mortgage loans are maintained.
-----------------------------------------------------------------------------------------------------------------------------------
A fidelity bond and errors and omissions policy is in effect X
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
1122(d)(1)(iv) transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
Cash Collection and Administration
-----------------------------------------------------------------------------------------------------------------------------------
Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no
more than two business days following receipt, or such other
1122(d)(2)(i) number of days specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
Disbursements made via wire transfer on behalf of an obligor X
1122(d)(2)(ii) or to an investor are made only by authorized personnel.
-----------------------------------------------------------------------------------------------------------------------------------
Advances of funds or guarantees regarding collections, cash X
flows or distributions, and any interest or other fees charged
for such advances, are made, reviewed and approved as
1122(d)(2)(iii) specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
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 X
respect to commingling of cash) as set forth in the
1122(d)(2)(iv) transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
Each custodial account is maintained at a federally insured X
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
1122(d)(2)(v) Exchange Act.
-----------------------------------------------------------------------------------------------------------------------------------
Unissued checks are safeguarded so as to prevent unauthorized X
1122(d)(2)(vi) access.
-----------------------------------------------------------------------------------------------------------------------------------
3
-----------------------------------------------------------------------------------------------------------------------------------
Applicable
Servicing Criteria Servicing Criteria
-----------------------------------------------------------------------------------------------------------------------------------
Reference Criteria
-----------------------------------------------------------------------------------------------------------------------------------
Reconciliations are prepared on a monthly basis for all X
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
1122(d)(2)(vii) transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
Investor Remittances and Reporting
-----------------------------------------------------------------------------------------------------------------------------------
Reports to investors, including those to be filed with the X
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
1122(d)(3)(i) mortgage loans serviced by the Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
Amounts due to investors are allocated and remitted in X
accordance with timeframes, distribution priority and other
1122(d)(3)(ii) terms set forth in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
Disbursements made to an investor are posted within two
business days to the Servicer's investor records, or such X
1122(d)(3)(iii) other number of days specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
Amounts remitted to investors per the investor reports agree
with cancelled checks, or other form of payment, or custodial X
1122(d)(3)(iv) bank statements.
-----------------------------------------------------------------------------------------------------------------------------------
Pool Asset Administration
-----------------------------------------------------------------------------------------------------------------------------------
Collateral or security on mortgage loans is maintained as X
required by the transaction agreements or related mortgage
1122(d)(4)(i) loan documents.
-----------------------------------------------------------------------------------------------------------------------------------
Mortgage loan and related documents are safeguarded as X
1122(d)(4)(ii) required by the transaction agreements
-----------------------------------------------------------------------------------------------------------------------------------
Any additions, removals or substitutions to the asset pool are X
made, reviewed and approved in accordance with any conditions
1122(d)(4)(iii) or requirements in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
Payments on mortgage loans, including any payoffs, made in X
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
1122(d)(4)(iv) accordance with the related mortgage loan documents.
-----------------------------------------------------------------------------------------------------------------------------------
The Servicer's records regarding the mortgage loans agree with X
the Servicer's records with respect to an obligor's unpaid
1122(d)(4)(v) principal balance.
-----------------------------------------------------------------------------------------------------------------------------------
4
-----------------------------------------------------------------------------------------------------------------------------------
Applicable
Servicing Criteria Servicing Criteria
-----------------------------------------------------------------------------------------------------------------------------------
Reference Criteria
-----------------------------------------------------------------------------------------------------------------------------------
Changes with respect to the terms or status of an obligor's X
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
1122(d)(4)(vi) asset documents.
-----------------------------------------------------------------------------------------------------------------------------------
Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures
and repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other
1122(d)(4)(vii) requirements established by the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
Records documenting collection efforts are maintained during X
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
1122(d)(4)(viii) or unemployment).
-----------------------------------------------------------------------------------------------------------------------------------
Adjustments to interest rates or rates of return for mortgage X
loans with variable rates are computed based on the related
1122(d)(4)(ix) mortgage loan documents.
-----------------------------------------------------------------------------------------------------------------------------------
Regarding any funds held in trust for an obligor (such as X
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
1122(d)(4)(x) specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
Payments made on behalf of an obligor (such as tax or X
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
1122(d)(4)(xi) transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
Any late payment penalties in connection with any payment to X
be made on behalf of an obligor are paid from the servicer's
funds and not charged to the obligor, unless the late payment
1122(d)(4)(xii) was due to the obligor's error or omission.
-----------------------------------------------------------------------------------------------------------------------------------
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 X
1122(d)(4)(xiii) transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
5
-----------------------------------------------------------------------------------------------------------------------------------
Delinquencies, charge-offs and uncollectible accounts are X
recognized and recorded in accordance with the transaction
1122(d)(4)(xiv) agreements.
-----------------------------------------------------------------------------------------------------------------------------------
Any external enhancement or other support, identified in
Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is
1122(d)(4)(xv) maintained as set forth in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date: ____________________________________
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
6
