GSAA HOME EQUITY TRUST 2007-4 ASSET-BACKED CERTIFICATES SERIES 2007-4 ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GOLDMAN SACHS MORTGAGE COMPANY, as Assignor GS MORTGAGE SECURITIES CORP., as Assignee and WELLS FARGO BANK, NATIONAL...
Execution
Copy
ASSET-BACKED
CERTIFICATES
SERIES
2007-4
among
▇▇▇▇▇▇▇
▇▇▇▇▇ MORTGAGE COMPANY,
as
Assignor
GS
MORTGAGE SECURITIES CORP.,
as
Assignee
and
▇▇▇▇▇
FARGO BANK, NATIONAL ASSOCIATION,
as
Servicer
Dated
as of
March
29, 2007
ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment
Agreement”)
made
this 29th day of March, 2007, among ▇▇▇▇▇ Fargo Bank, National Association,
a
national banking association (“▇▇▇▇▇
Fargo”
or
the
“Servicer”),
GS
Mortgage Securities Corp., a Delaware corporation (the “Assignee”),
and
▇▇▇▇▇▇▇ ▇▇▇▇▇ 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, (ii) the Assignment and Conveyance Agreement (06-W04),
dated
as of February 23, 2006 and (iii) the Assignment and Conveyance Agreement
(07
AM02), dated as of January 29, 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 March 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, The Bank of New York Trust Company, National Association, as
a
custodian, U.S. Bank National Association, as a custodian and ▇▇▇▇▇ 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 “(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”.
(c) 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”.
(d) 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”.
(e) 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”
(f) Exhibit
I
shall be deleted in its entirety and be replaced with a new “Exhibit I” which
shall be as set forth in Exhibit
C
attached
to this Assignment Agreement.
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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
(which, for the purposes of this sentence, does not include the Assignment
and
Conveyance Agreement (06-W04) dated as of February 23, 2006), as modified
by
this Assignment Agreement, the terms of which are incorporated herein by
reference. 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.
(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 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.
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 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.
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).
5
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).
9. Repurchase
of Mortgage Loans.
(a) To
the extent that ▇▇▇▇▇ Fargo is required under the Servicing Agreement or
any
related agreement to which ▇▇▇▇▇ Fargo and 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 ▇▇▇▇▇ Fargo as required by and in accordance with the Servicing
Agreement or such related agreement, as applicable. For purposes of this
Section, “Early Payment Default” shall mean any provision of the Servicing
Agreement or any related agreement to which ▇▇▇▇▇ Fargo and Assignor are
parties
that is designated as an “early payment default” provision of 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.
6
(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 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.
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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,
▇▇▇▇▇
Fargo Bank, National Association
1
Home
Campus, MAC #X2302-033
Des
Moines, Iowa 50328-0001
Attention:
▇▇▇▇ ▇. ▇▇▇▇▇
Tel:
(▇▇▇) ▇▇▇-▇▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
with
a
copy to,
▇▇▇▇▇
Fargo Bank, National Association
1
Home
Campus, MAC #X2401-06T
Des
Moines, Iowa 50328-0001
Attention:
General Counsel
Tel:
(▇▇▇) ▇▇▇-▇▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
or
such
other address as may hereafter be furnished by the Servicer;
(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:
(▇▇▇) ▇▇▇-▇▇▇▇
9
or
such
other address as may hereafter be furnished by the Assignee, and
(c)
in
the
case of the Assignor,
GS
Mortgage Securities Corp.
▇▇
▇▇▇▇▇
▇▇▇▇▇▇
Attention:
▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel.:
(▇▇▇) ▇▇▇-▇▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
with
a
copy to:
▇▇▇▇▇▇▇
▇▇▇▇▇ Mortgage Company
▇▇
▇▇▇▇▇
▇▇▇▇▇▇
New
York,
New York 10004
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 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]
10
IN
WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement
the
day and year first above written.
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▇▇▇▇▇▇▇
▇▇▇▇▇ MORTGAGE COMPANY,
a
New York limited partnership, as Assignor
By: ▇▇▇▇▇▇▇
▇▇▇▇▇ Real Estate Funding Corp., its
general partner
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| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ | |
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Name:
▇▇▇▇▇▇▇▇ ▇▇▇▇
Title:
Vice President
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GS
MORTGAGE SECURITIES CORP., as Assignee
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ | |
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Name:
▇▇▇▇ ▇. ▇▇▇▇▇
Title:
Vice President
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▇▇▇▇▇
FARGO BANK, NATIONAL ASSOCIATION, as Servicer
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| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
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Name:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:
Vice President
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11
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 ▇▇▇▇▇ Fargo Bank, National
Association shall address, at a minimum, the criteria identified as below
as
“Applicable Servicing Criteria”:
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Servicing
Criteria
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Applicable
Servicing
Criteria
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Reference
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Criteria
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General
Servicing Considerations
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1122(d)(1)(i)
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Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
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X
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1122(d)(1)(ii)
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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
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1122(d)(1)(iii)
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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.
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X
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Cash
Collection and Administration
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1122(d)(2)(i)
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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.
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X
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1122(d)(2)(ii)
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Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
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X
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Servicing
Criteria
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Applicable
Servicing
Criteria
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Reference
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Criteria
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1122(d)(2)(iii)
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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.
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X
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1122(d)(2)(iv)
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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.
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X
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1122(d)(2)(v)
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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.
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X
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1122(d)(2)(vi)
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Unissued
checks are safeguarded so as to prevent unauthorized
access.
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X
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1122(d)(2)(vii)
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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.
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X
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Investor
Remittances and Reporting
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1122(d)(3)(i)
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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.
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X
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Servicing
Criteria
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Applicable
Servicing
Criteria
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Reference
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Criteria
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1122(d)(3)(ii)
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Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
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X
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1122(d)(3)(iii)
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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.
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X
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1122(d)(3)(iv)
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Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
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X
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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.
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X
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1122(d)(4)(ii)
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Mortgage
loan and related documents are safeguarded as required by the transaction
agreements
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X
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1122(d)(4)(iii)
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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.
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X
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1122(d)(4)(iv)
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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.
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X
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1122(d)(4)(v)
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The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
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X
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1122(d)(4)(vi)
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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.
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X
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Servicing
Criteria
|
Applicable
Servicing
Criteria
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Reference
|
Criteria
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1122(d)(4)(vii)
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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.
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X
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1122(d)(4)(viii)
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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).
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X
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1122(d)(4)(ix)
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Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
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X
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1122(d)(4)(x)
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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.
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X
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1122(d)(4)(xi)
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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.
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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.
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X
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|
Servicing
Criteria
|
Applicable
Servicing
Criteria
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|
Reference
|
Criteria
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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.
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X
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1122(d)(4)(xiv)
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Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
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X
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1122(d)(4)(xv)
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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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