GSAA HOME EQUITY TRUST 2007-9 ASSET-BACKED CERTIFICATES SERIES 2007-9 ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GOLDMAN SACHS MORTGAGE COMPANY, as Assignor GS MORTGAGE SECURITIES CORP., as Assignee BISHOP’S GATE RESIDENTIAL MORTGAGE...
EXHIBIT
99.4
EXECUTION
COPY
ASSET-BACKED
CERTIFICATES
SERIES
2007-9
among
▇▇▇▇▇▇▇
▇▇▇▇▇ MORTGAGE COMPANY,
as
Assignor
GS
MORTGAGE SECURITIES CORP.,
as
Assignee
▇▇▇▇▇▇’▇
GATE RESIDENTIAL MORTGAGE TRUST,
as
a Seller
and
PHH
MORTGAGE CORPORATION
as
a Seller and as Servicer
Dated
as of
September
28, 2007
ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment Agreement”) made
this 28th day
of September 2007, among PHH Mortgage Corporation (formerly known as Cendant
Mortgage Corporation) (the “Servicer”), ▇▇▇▇▇▇’▇ Gate Residential
Mortgage Trust (formerly known as Cendant Residential Mortgage Trust)
(“▇▇▇▇▇▇’▇ Gate” and, together with the Servicer, the “PHH
Parties”), GS Mortgage Securities Corp., as assignee (the “Assignee”)
and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company, as assignor (the
“Assignor”).
WHEREAS,
the Assignor and the PHH Parties have entered into (i) the Second Amended and
Restated Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as
of May 1, 2006 as amended by the Amendment No. 1, dated as of August 1, 2006,
(“Amendment No. 1”) and Amendment No. 2, dated as of September 1, 2006
(“Amendment No. 2” and collectively, the “Sale and Servicing
Agreement”) and (ii) the Purchase Price and Terms Letter, dated as of June
28, 2007, pursuant to which the PHH Parties sold to the Assignor certain
mortgage loans listed on the mortgage loan schedule attached as an exhibit
to
the Sale and Servicing 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 Sale and Servicing 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 September 1,
2007 (the “Trust Agreement”), among GS Mortgage Securities Corp., as
depositor, Citibank, N.A., as trustee (the “Trustee”), U.S. Bank National
Association, as a custodian, Deutsche Bank National Trust Company, as a
custodian and ▇▇▇▇▇ Fargo Bank, N.A., 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 Sale and 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, the Sale and 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 Sale and
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 Sale and Servicing
Agreement from and after the date hereof, 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 date of the Sale and Servicing
Agreement.
(c) The
PHH
Parties and the Assignor shall have the right to amend, modify or terminate
the
Sale and 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 Sale and Servicing Agreement. Only in so far as it relates to
the Mortgage Loans, the PHH Parties and the Assignor hereby amend the Sale
and
Servicing Agreement as follows:
(a) The
following term shall be added after the term “Qualified Correspondent” in
Article I, Section 1.01:
“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.
(b) The
defined term “Repurchase Price” in Article I, Section 1.01 will be deleted in
its entirety and replaced with the following:
“Repurchase
Price”: As to (a) any Defective Mortgage Loan required to be
repurchased hereunder with respect to which a breach occurred or (b) any
Mortgage Loan required to be repurchased pursuant to Section 3.04
and/or Section 7.02, an amount equal to the Unpaid Principal Balance
of such Mortgage Loan at the time of repurchase; plus (2) interest on
such Mortgage Loan at the applicable Note Rate from the last date through which
interest has been paid and distributed to the Purchaser hereunder to the last
day of the month in which the Repurchase occurs; plus (3) with respect to
any Mortgage Loan included in a Securitization Transaction, costs or damages
incurred by the Purchaser or its assignee including the trust in any
securitization in connection with any violation by such Mortgage Loan of any
predatory or abusive lending law; minus (4) any amounts received or
advanced in respect of such Defective Mortgage Loan which are being held in
the
Collection Account for future remittance.
(c) The
following shall be added at the end of the first paragraph of Section
5.04:
The
Collection Account shall be established with a Qualified
Depository. If the depository in which the Collection Account is held
ceases to be a Qualified Depository, the Company shall transfer the Collection
Account within thirty (30) days to a substitute Qualified
Depository.
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(d) Exhibit
13 shall be deleted in its entirety and replaced with Exhibit 3 attached
hereto.
3. Accuracy
of Sale and Servicing Agreement. The PHH Parties and the Assignor
represent and warrant to the Assignee that (i) attached hereto as Exhibit
2 is a true, accurate and complete copy of the Sale and Servicing Agreement,
(ii) the Sale and Servicing Agreement is in full force and effect as of the
date
hereof, (iii) except as provided in Section 1 above, the Sale and Servicing
Agreement has not been amended or modified in any respect and (iv) no notice
of
termination has been given to the Servicer under the Sale and Servicing
Agreement. The PHH Parties, in their respective capacities as seller
and/or servicer under the Sale and Servicing Agreement, further represent and
warrant that the representations and warranties contained in Sections
3.01 and 3.02 of the Sale and Servicing Agreement are true and
correct as of September 28, 2007 and the representations and warranties
regarding the Mortgage Loans contained in Section 3.03 of the Sale and
Servicing Agreement were true and correct as of the Closing Date (as such term
is defined in the Sale and Servicing Agreement).
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 to the contrary, shall service all of the
Mortgage Loans for the benefit of the Assignee pursuant to the Sale and
Servicing Agreement the terms of which are incorporated herein by
reference. It is the intention of the Assignor, the PHH Parties and
Assignee that the Sale and Servicing Agreement shall be binding upon and inure
to the benefit of the PHH Parties 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 PHH Parties other than
those contained in the Sale and Servicing Agreement, the Sale and 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 Sale and Servicing Agreement.
(c) Enforceability. The
Assignee hereto represents and warrants that this Assignment Agreement has
been
duly authorized, executed and delivered by it and (assuming due authorization,
execution and delivery thereof by each of the other parties hereto) constitutes
its legal, valid and binding obligation, enforceable in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles (regardless of whether
such
enforcement is considered in a proceeding in equity or at law).
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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 Sale and 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 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:
(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.
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(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 5.7, Appendix E, as revised from time to time and in
effect as of the 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 such
Sale and Servicing Agreement to the date hereof that would cause any of the
representations and warranties relating to such Mortgage Loan set forth in
Section 3.03 of the Sale and 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.
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
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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 8 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 PHH Parties in the Sale and 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. Repurchase
of Mortgage Loans. (a) To the extent any PHH Party is
required under the Sale and Servicing Agreement or any related agreement to
which such PHH Party and the Assignor are parties to repurchase any Mortgage
Loan on account of an Early Payment Default, the Assignee shall be entitled
as a
result of the assignments hereunder to enforce such obligation directly against
such PHH Party as required by and in accordance with the Sale and Servicing
Agreement or such related agreement, as applicable. For purposes of
this Section, “Early Payment Default” shall mean any provision of the Sale and
Servicing Agreement or any related agreement to which any PHH Party and the
Assignor are parties that is designated as an “early payment default” provision
or otherwise provides for the repurchase of any Mortgage Loan in the event
of a
default in the first (of such other number as may be specified in such
provision) scheduled payment due under such Mortgage Loan after the closing
or
other date specified in such agreement.
(b) Upon
discovery or notice of any breach by the Assignor of any representation,
warranty or covenant under this Assignment Agreement that materially and
adversely affects the value of any Mortgage Loan or the interest of the Assignee
therein (it being understood that any such defect or breach shall be deemed
to
have materially and adversely affected the value of the related Mortgage Loan
or
the interest of the Assignee therein if the Assignee incurs a loss as a result
of such defect or breach), the Assignee promptly shall request that the Assignor
cure such breach and, if the Assignor does not cure such breach in all material
respects within sixty (60) days from the date on which it is notified of the
breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase
such Mortgage Loan from the Assignee at the Repurchase Price as defined in
the
Sale and 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
6
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 a PHH Party has breached a representation or warranty under the Sale
and
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 such PHH Party to cure such breach or
purchase such mortgage loan from the Trust. If such PHH Party 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 and
Servicing Agreement) or purchase the Mortgage Loan, the Trustee shall be
entitled to enforce the obligations of the Assignor or the Servicer, as
applicable, 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 Sale and 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 Sale and 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 Sale and Servicing Agreement,
but only insofar as such Sale and Servicing 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.
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 8, 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
7
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 3.03 of the Sale and 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.
9. 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).
10. Continuing
Effect. Except as contemplated hereby, the Sale and 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.
12. Notices. Any
notices or other communications permitted or required hereunder or under the
Sale and 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:
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(a) in
the
case of the PHH Parties,
PHH
Mortgage Corporation
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇.
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Vice
President of Servicing
or
such
other address as may hereafter be furnished by the PHH Parties;
(b) in
the
case of the Assignee,
GS
Mortgage Securities Corp.
▇▇
▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇
▇▇▇▇▇▇▇
Tel.:
(▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇)
▇▇▇-▇▇▇▇
With
a
copy to:
GS
Mortgage Securities Corp.
▇▇
▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Tel.: (▇▇▇)
▇▇▇-▇▇▇▇
Fax: (▇▇▇)
▇▇▇-▇▇▇▇
or
such
other address as may hereafter be furnished by the Assignee, and
(c) in
the
case of the Assignor,
▇▇▇▇▇▇▇
▇▇▇▇▇ Mortgage Company
▇▇
▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Tel.: (▇▇▇)
▇▇▇-▇▇▇▇
Fax: (▇▇▇)
▇▇▇-▇▇▇▇
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 Sale and Servicing Agreement.
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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.
▇▇▇▇▇▇▇
▇▇▇▇▇ MORTGAGE
COMPANY
By:
▇▇▇▇▇▇▇ Sachs Real Estate Funding
Corp.,
its General Partner
By:
/s/ ▇▇▇▇
▇▇▇▇▇
Name:
▇▇▇▇ ▇▇▇▇▇
Title:
Vice President
GS
MORTGAGE SECURITIES CORP.
By:
/s/ ▇▇▇▇▇▇▇▇
▇▇▇▇
Name:
▇▇▇▇▇▇▇▇ ▇▇▇▇
Title:
Vice President
PHH
MORTGAGE CORPORATION
(formerly
known as CENDANT MORTGAGE CORPORATION)
By:
/s/ ▇▇▇▇▇
▇▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
Assistant Vice President
▇▇▇▇▇▇’▇
GATE RESIDENTIAL MORTGAGE TRUST
(formerly
known as CENDANT RESIDENTIAL MORTGAGE TRUST)
By:
/s/ ▇▇▇▇▇
▇▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
Assistant Vice President
PHH
Step 1 AAR
EXHIBIT
1
Mortgage
Loan Schedule
[On
File
with the Securities Administrator as provided by the Depositor]
Exh.
1-1
EXHIBIT
2
Sale
and Servicing Agreement
[On
File
with the Depositor]
Exh.
2-1
EXHIBIT
3
EXHIBIT
13
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 criteria identified as below as “Applicable Servicing
Criteria”:
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
|
General
Servicing Considerations
|
||
|
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
|
|
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.
|
X
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
|
|
1122(d)(1)(iv)
|
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
|
|
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
|
|
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
|
Exh.
3-1
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
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
|
|
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
|
||
|
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
|
▇▇▇.
▇-▇
|
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
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
|
|
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
|
|
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
|
||
|
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the transaction
agreements or related mortgage loan documents.
|
X
|
|
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
|
|
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
|
▇▇▇.
▇-▇
|
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
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
|
|
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
|
|
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
|
▇▇▇.
▇-▇
|
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
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
|
|
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.
|
[NAME
OF
INTERIM SERVICER]
[SUBSERVICER]
Date:
__________________________________
By:
Name:
Name:
Title:
Exh.
3-5