Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivative Products, L.P. ("GSMMDP") and (ix) xx XS Xxxxgage Securities Corp. to GSAMP, and by GSAMP, through a collateral assignment, to Wells Fargo Bank, N.A. (the "Securities Administrator"), as securities xxxxxistrator on behalf of the holders of the GSAMP Trust 2006-HE3 (CUSIP Number: 36244K AA 3; 36244K AB 1; 36244K AC 9; 36244K AD 7; 36244K AE 5; 36244K AF 2; 36244K AG 0; 36244K AH 8; 36244K AJ 4; 36244K AK 1; 36244K AL 9; 36244K AM 7; 36244K AN 5; 36244K AP 0; 36244K AQ 8; 36244K AV 7; 36244K AW 5; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows: (a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title and interest in, to , under, and in respect of, this Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date. (b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this Transaction originally; it being understood and agreed that, with respect to the Securities Administrator as Assignee, the Securities Administrator is an assignee solely by reason of its capacity as securities administrator (and not in its individual capacity) and the Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder. (c) Constant Part consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of this Transaction after the Assignment Date. Constant party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date. (d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof. (e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of this jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this Transaction as provided herein and perform its obligations under this Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof. (f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of Constant Party, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from each rating agency then providing a rating for the Trust Notes that such assignment will not result in a withdrawal or downgrade of the rating of the Trust Notes. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (GSAMP Trust 2006-He3), Pooling and Servicing Agreement (GSAMP Trust 2006-He3), Pooling and Servicing Agreement (GSAMP Trust 2006-He3)
Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivative Products, L.P. ("GSMMDP") and (ix) xx XS Xxxxgage Securities Corp. to GSAMP, and by GSAMP, through a collateral assignment, to Wells Fargo Bank, N.A. (the "Securities Administrator"), as securities xxxxxistrator on behalf of the holders of the GSAMP Trust 2006-HE3 NC2 (CUSIP Number: 36244K 362463 AA 9, 382463 AB 7, 362463 AC 5, 362463 AD 3; 36244K AB , 362463 AE 1; 36244K AC 9; 36244K AD , 362463 AF 8, 362463 AG 6, 362463 AQ 4, 362463 AJ 0, 362463 AK 7; 36244K AE , 362463 AL 5; 36244K AF , 362463 AM 3, 362463 AN 1, 362463 AP 6, 362463 AQ 4, 36246 AR 2; 36244K AG 0; 36244K AH 8; 36244K AJ 4; 36244K AK 1; 36244K AL 9; 36244K AM 7; 36244K AN 5; 36244K AP 0; 36244K AQ 8; 36244K AV 7; 36244K AW 5; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this Transaction to an Assigneeassignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises promises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:;
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title title, and interest in, to to, under, and in respect of, this Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this Transaction originally; it being understood and agreed that, with respect to the Securities Administrator as Assignee, the Securities Administrator is an assignee solely by reason of its capacity as securities administrator (and not in its individual capacity) and the Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, to any obligations of Assignor arising and to be performed under and in respect of this Transaction after the Assignment Date. , Constant party Party agrees that Assignee has no liability inability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party that: Party that (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: that (i) it is duly organized, validly existing, and in good standing under the law of this the jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this Transaction as provided herein and perform its obligations under this Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof.
(f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of Constant PartyGSCM or GSMMDP, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party GSCM or GSMMDP shall not consent to such additional assignments of this Transaction until written confirmation of consent Consent is received from each rating agency then providing a rating for the Trust Notes Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Trust NotesCertificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party GSCM or GSMMDP shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (GSAMP Trust 2006-Nc2), Pooling and Servicing Agreement (GS Mortgage Securities Corp GSAMP Trust 2004-Nc2)
Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivative Products, L.P. ("GSMMDP") and (ix) xx XS Xxxxgage Securities Corp. to GSAMP, and by GSAMP, through a collateral assignment, to Wells Fargo Bank, N.A. (the "Securities Administrator"), as securities xxxxxistrator on behalf of the holders of the GSAMP Trust 2006Mortgage Pass-HE3 Through Certificates Series 2007-FM2 (CUSIP NumberNumbers: 36244K 3622MH AA 4, 3622MH AB 2, 3622MH AC 0, 3622MH AD 8, 3622MH AE 6, 3622MH AF 3; 36244K AB , 3622MH AG 1; 36244K AC , 3622MH AH 9; 36244K AD 7; 36244K AE 5; 36244K AF , 0000XX XX 0, 0000XX XX 0, 0022MH AL 0, 3622MH AM 8, 3622MH AY 2; 36244K AG 0; 36244K AH 8; 36244K AJ 4; 36244K AK 1; 36244K AL , 3622MH AZ 9; 36244K AM 7; 36244K AN 5; 36244K , 3622MH AP 0; 36244K AQ 8; 36244K AV 7; 36244K AW 5; 1 the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title title, and interest in, to to, under, and in respect of, this Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this the Transaction originally; it being understood and agreed that, with respect to the Securities Administrator as Assignee, the Securities Administrator is an assignee solely by reason of its capacity as securities administrator (and not in its individual capacity) and the Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of this Transaction after the Assignment Date. Constant party Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of this the jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this Transaction as provided herein and perform its obligations under this Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof.
(f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of Constant Party, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from each rating agency then providing a rating for the Trust Notes that such assignment will not result in a withdrawal or downgrade of the rating of the Trust Notes. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GSAMP Trust 2007-Fm2)
Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivative Products, L.P. ("GSMMDP") and (ix) xx XS Xxxxgage Securities Corp. to GSAMP, and by GSAMP, through a collateral assignment, to Wells Fargo Bank, N.A. National Association (the "Securities Administrator"), as xx securities xxxxxistrator administrator on behalf of the holders of the GSAMP Trust 2006-HE3 FM2 Mortgage Pass-Through Certificates (CUSIP Number: 36244K AA 36245D AA8, 36245D AB6, 36245D AC4, 36245D AD 2, 36245D AE 0, 36245D AF 7, 36245D AG 5, 36245D AH 3; 36244K AB 1; 36244K AC , 36245D AJ 9; 36244K AD 7; 36244K AE 5; 36244K AF , 36245D AK 6, 36245D AL 4, 36245D AM 2; 36244K AG , 36245D AN 0; 36244K AH 8; 36244K AJ 4; 36244K AK 1; 36244K AL 9; 36244K AM 7; 36244K AN 5; 36244K , 36245D AP 0; 36244K AQ 8; 36244K AV 7; 36244K AW 5; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title title, and interest in, to to, under, and in respect of, this Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this Transaction originally; it being understood and agreed that, with respect to the Securities Administrator as Assignee, the Securities Administrator is an assignee solely by reason of its capacity as securities administrator (and not in its individual capacity) and the Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of this Transaction after the Assignment Date. Constant party Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of this the jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this Transaction as provided herein and perform its obligations under this Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof.
(f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of Constant PartyGSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party GSCM or GSMMDP, as the case may be shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from each rating agency then providing a rating for the Trust Notes that such assignment will not result in a withdrawal or downgrade of the rating of the Trust Notes. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party GSCM or GSMMDP, as the case may be shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.
(g) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction, until written confirmation of consent is received from the rating agencies that have rated the Trust Notes that such assignment will not result in a withdrawal or downgrade of the rating of the Trust Notes. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation from the rating agency is received that it has rated the Trust Notes and such amendment will not result in a withdrawal or downgrade of the rating of the Trust Notes.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GSAMP Trust 2006-Fm2)
Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by to GSCM to Goldman Sachs Mitsui Marine Derivative Products, L.P. ("GSMMDP") and (ix) xx XS Xxxxgage Securities Corp. to GSAMP, and by GSAMP, through a collateral assignment, assignment to Wells Fargo Bank, N.A. National Association (the "Securities Administrator"), as xx securities xxxxxistrator administrator on behalf of the holders of the GSAMP Trust Mortgage Pass-Through Certificates, Series 2006-HE3 HE5, (CUSIP Number: 36244K 362437 AA 3; 36244K , 362437 AB 1; 36244K , 362437 AC 9; 36244K , 362437 AD 7; 36244K , 362437 AE 5; 36244K AF 2; 36244K , 362437 AF2, 362437 AG 0; 36244K , 362437 AH 8; 36244K , 362437 AJ 4; 36244K , 362437 AK 1; 36244K , 362437 AL 9; 36244K , 362437 AM 7; 36244K , 362437 AN 5; 36244K , 362437 AP 0; 36244K , 362437 AQ 8; 36244K AV 7; 36244K AW 5, 362437Ar and 362437 AS 4; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this the Transaction to an Assignee, the Assignee shall accept assignment of this the Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references referencee to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references referencee to each subsequent assignee of "GSCM". On each Assignment Assignee Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title and interest in, to , under, and in respect of, this Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this Transaction originally; it being understood and agreed that, with respect to the Securities Administrator as Assignee, the Securities Administrator is an assignee solely by reason of its capacity as securities administrator (and not in its individual capacity) and the Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of this Transaction after the Assignment Date. Constant party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of this jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this Transaction as provided herein and perform its obligations under this Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof.
(f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of Constant Party, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from each rating agency then providing a rating for the Trust Notes that such assignment will not result in a withdrawal or downgrade of the rating of the Trust Notes. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GSAMP Trust 2006-He5)
Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivative Products, L.P. ("GSMMDP") and (ix) xx XS Xxxxgage Securities Corp. to GSAMP, and by GSAMP, through a collateral assignment, to Wells Fargo Bank, N.A. (the "Securities Administrator"), as securities xxxxxistrator on behalf of the holders of the GSAMP Trust 2006Mortgage Pass-HE3 Through Certificates Series 2007-FM1, (CUSIP NumberNumbers: 36244K 3622MA AA 9, 3622MA AB 7, 3622MA AC 5, 3622MA AD 3; 36244K AB , 3622MA AE 1; 36244K AC 9; 36244K AD , 3622MA AF 8, 3622MA AG 6, 3622MA AH 4, 3622MA AJ 0, 3622MA AK 7; 36244K AE , 3622MA AL 5; 36244K AF 2; 36244K AG 0; 36244K AH 8; 36244K AJ 4; 36244K AK , 3622MA AM 3, 3622MA AN 1; 36244K AL 9; 36244K AM 7; 36244K AN 5; 36244K , 3622MA AP 0; 36244K AQ 8; 36244K AV 7; 36244K AW 5; 6 the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title and interest in, to , under, and in respect of, this Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this Transaction originally; it being understood and agreed that, with respect to the Securities Administrator as Assignee, the Securities Administrator is an assignee solely by reason of its capacity as securities administrator (and not in its individual capacity) and the Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of this Transaction after the Assignment Date. Constant party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of this jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this Transaction as provided herein and perform its obligations under this Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof.
(f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of Constant Party, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from each rating agency then providing a rating for the Trust Notes that such assignment will not result in a withdrawal or downgrade of the rating of the Trust Notes. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GSAMP Trust 2007-Fm1)
Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivative Products, L.P. ("GSMMDP") and (ix) xx XS Xxxxgage Securities Corp. to GSAMP, and by GSAMP, through a collateral assignment, to Wells Fargo Bank, N.A. (the "Securities Administrator"), as securities xxxxxistrator on behalf of the holders of the GSAMP Trust Mortgage Pass-Through Certificates Series 2006-HE3 HE8, (CUSIP NumberNumbers: 36244K 3622M8 AA 4, 3622M8 AB 2, 3622M8 AC 0, 3622M8 AD 8, AE 6, 3622M8 AF 3; 36244K AB , 3622M8 AG 1; 36244K AC , 3622M8 AH 9; 36244K AD 7; 36244K AE , 3622M8 AJ 5; 36244K AF , 3622M8 AK 2; 36244K AG 0; 36244K AH , 3622M8 AL 0,3622M8 AM 8; 36244K AJ 4; 36244K AK , 3622M8 AN 6, 3622M8 AP 1; 36244K AL 9; 36244K AM 7; 36244K AN 5; 36244K AP 0; 36244K AQ 8; 36244K AV 7; 36244K AW 5; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title title, and interest in, to to, under, and in respect of, this Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this Transaction originally; it being understood and agreed that, with respect to the Securities Administrator as Assignee, the Securities Administrator is an assignee solely by reason of its capacity as securities administrator (and not in its individual capacity) and the Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx releases xxxxxses and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of this Transaction after the Assignment Date. Constant party Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of this the jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this Transaction as provided herein and perform its obligations under this Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof.
5. The parties hereby agree (fa) Any additional assignments to check this Confirmation (Reference No.: NUUS6125E0 (310000000)) carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of this the agreement between GSCM, GSMMDP and Counterparty with respect to the particular Transaction to a party which this Confirmation relates, by manually signing this Confirmation and providing the other than information requested herein and immediately returning an Assignee executed copy to Swap Administration, facsimile No. 212-902-5692. Very truly yours, GOLDMAN SACHS CAPITAL MARKETS, L.P. Xx: Xoxxxxx Sachs Capital Markets, L.L.C. Gxxxxxl Partner By: /s/ Carly Seals ----------------------------------- Name: Carly Seals Title: Vice Prxxxxxxx Xgreed and Accepted By: GOLDMAN SACHS MITSUI MARINE DERIVATIVE PRODUCTS, L.P. By: GSMMDPGP, Ixx., Xxxeral Partner By: /s/ Daniel A. Ruperto --------------------------------------- Name: Dxxxxx X. Xxxxxxx Title: Vice President Agreed and Accepted By: Gxxxxxx Xxxxx Xxxxgage Company, L.P. By: /s/ Greg A. Finck --------------------------------------- Name: Greg X. Xxxxx Xitle: Vice President Agreed and Accepted By: Wells Xxxxx Xxxx, National Association, not in its individual capacity xxx xolely as Securities Administrator, on behalf of GSAMP Trust 2006-HE8 By: /s/ Patricia M.F. Russo --------------------------------------- Name: Xxxxxxxa X.X. Xxxxo Title: Vice President XXXXX I ------- Schedule -------- For the Calculation Period from and The applicable USD including:* to but excluding:* Notional Amount shall require the consent of Constant Partybe: ----------------------- ----------------------- ------------------------- December 27, such consent not to be unreasonably withheld2006 January 25, 2007 996,685,798.00 January 25, 2007 February 25, 2007 981,582,271.00 February 25, 2007 March 25, 2007 963,427,085.00 March 25, 2007 April 25, 2007 942,261,584.00 April 25, 2007 May 25, 2007 918,153,970.00 May 25, 2007 June 25, 2007 891,200,675.00 June 25, 2007 July 25, 2007 861,526,601.00 July 25, 2007 August 25, 2007 829,283,899.00 August 25, 2007 September 25, 2007 794,659,092.00 September 25, 2007 October 25, 2007 757,973,514.00 October 25, 2007 November 25, 2007 721,495,571.00 November 25, 2007 December 25, 2007 686,468,080.00 December 25, 2007 January 25, 2008 653,087,204.00 January 25, 2008 February 25, 2008 621,274,956.00 February 25, 2008 March 25, 2008 590,957,066.00 March 25, 2008 April 25, 2008 562,062,800.00 April 25, 2008 May 25, 2008 534,524,795.00 May 25, 2008 June 25, 2008 508,271,007.00 June 25, 2008 July 25, 2008 483,235,666.00 July 25, 2008 August 25, 2008 459,368,482.00 August 25, 2008 September 25, 2008 436,574,260.00 September 25, 2008 October 25, 2008 413,775,497.00 October 25, 2008 November 25, 2008 373,194,859.00 November 25, 2008 December 25, 2008 326,967,289.00 December 25, 2008 January 25, 2009 285,384,699.00 January 25, 2009 February 25, 2009 259,924,616.00 February 25, 2009 March 25, 2009 245,448,641.00 March 25, 2009 April 25, 2009 243,391,478.00 April 25, 2009 May 25, 2009 230,419,163.00 May 25, 2009 June 25, 2009 218,165,604.00 June 25, 2009 July 25, 2009 206,589,775.00 July 25, 2009 August 25, 2009 195,652,894.00 August 25, 2009 September 25, 2009 185,318,639.00 September 25, 2009 October 25, 2009 175,552,897.00 October 25, 2009 November 25, 2009 166,323,617.00 November 25, 2009 December 25, 2009 157,601,541.00 December 25, 2009 January 25, 2010 149,356,781.00 January 25, 2010 February 25, 2010 141,562,021.00 February 25, 2010 March 25, 2010 134,191,886.00 March 25, 2010 April 25, 2010 127,222,471.00 April 25, 2010 May 25, 2010 120,631,282.00 May 25, 2010 June 25, 2010 114,397,256.00 June 25, 2010 July 25, 2010 108,500,209.00 July 25, 2010 August 25, 2010 102,921,197.00 August 25, 2010 September 25, 2010 97,642,445.00 September 25, 2010 October 25, 2010 92,647,197.00 October 25, 2010 November 25, 2010 87,919,659.00 November 25, 2010 December 25, 2010 83,444,942.00 December 25, 2010 January 25, 2011 79,040,448.00 January 25, 2011 February 25, 2011 74,778,604.00 February 25, 2011 March 25, 2011 70,743,170.00 March 25, 2011 April 25, 2011 66,921,636.00 April 25, 2011 May 25, 2011 63,302,205.00 May 25, 2011 June 25, 2011 59,873,744.00 June 25, 2011 July 25, 2011 56,625,762.00 July 25, 2011 August 25, 2011 53,548,327.00 August 25, 2011 September 25, 2011 50,632,132.00 September 25, 2011 October 25, 2011 47,868,337.00 October 25, 2011 November 25, 2011 45,248,178.00 November 25, 2011 December 25, 2011 42,762,485.00 EXHIBIT Y ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated December 27, 2006 ("Agreement"), is among Goldman Sachs Mortgage Company ("Assignor"), GS Mortgage Securities Corx. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made("Xxsxxxxx"), and Constant Party shall not consent to such additional assignments Aames Capital Corporation (the "Company"). For and in consideration of this Transaction until written confirmation good and valuable consideration the receipt and sufficiency of consent is received from each rating agency then providing a rating for the Trust Notes that such assignment will not result in a withdrawal or downgrade which hereby are acknowledged, and of the rating of mutual covenants herein contained, the Trust Notes. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.parties hereto hereby agree as follows:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GSAMP Trust 2006-He8)
Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivative Products, L.P. ("GSMMDP") and (ix) xx XS Xxxxgage Securities Corp. to GSAMP, and by GSAMP, through a collateral assignment, to Wells Fargo Bank, N.A. (the "Securities Administrator"), as securities xxxxxistrator on behalf of the holders of the GSAMP Trust 2006-HE3 HE4 (CUSIP Number: 36244K 362439 AA 9, 362439 AB 7, 362439 AC 5, 362439 AD 3; 36244K AB , 362439 AE 1; 36244K AC 9; 36244K AD , 362439 AF 8, 362439 AG 6, 362439 AH 4, 362439 AJ 0, 362439 AK 7; 36244K AE , 362439 AL 5; 36244K AF , 362439 AM 3, 362439 AN 1, 362439 AP 6, 362439 AQ 4, 362439 AR 2; 36244K AG 362439 AS 0; 36244K AH , 362439 AT 8; 36244K AJ 4; 36244K AK , 362439 AU 5, 362439 AV 3, 362439 AW 1; 36244K AL , 362439 AX 9; 36244K AM 7; 36244K AN 5; 36244K AP 0; 36244K AQ 8; 36244K AV 7; 36244K AW 5; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this Transaction to an Assigneeassignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises promises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:;
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title title, and interest in, to to, under, and in respect of, this Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this Transaction originally; it being understood and agreed that, with respect to the Securities Administrator as Assignee, the Securities Administrator is an assignee solely by reason of its capacity as securities administrator (and not in its individual capacity) and the Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx releases xxxxxses and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, to any obligations of Assignor arising and to be performed under and in respect of this Transaction after the Assignment Date. , Constant party Party agrees that Assignee has no liability inability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party that: Party that (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: that (i) it is duly organized, validly existing, and in good standing under the law of this the jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this Transaction as provided herein and perform its obligations under this Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof.
(f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of Constant PartyGSCM or GSMMDP, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party GSCM or GSMMDP shall not consent to such additional assignments of this Transaction until written confirmation of consent Consent is received from each rating agency then providing a rating for the Trust Notes Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Trust NotesCertificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party GSCM or GSMMDP shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GSAMP Trust 2006-He4)
Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) then by GSCM to Goldman Sachs Mitsui Marine Derivative Products, L.P. ("GSMMDP") and (ix) xx XS Xxxxgage GS Mortgage Securities Corp. to GSAMPFFMLT, and then by GSAMPFFMLT, through a collateral assignment, to Wells Fargo Bank, N.A. Deutsche Bank National Trust Company (the "Securities AdministratorTrustee"), as securities xxxxxistrator Indenture trustee on behalf of the holders of the GSAMP FFMLT Trust 2006-HE3 FF13 Mortgage Pass-Through Certificates, Series 2006-FF13 (CUSIP Number: 36244K 30247D AA 9, 30247D AB 7, 30247D AC 5, 30247D AD 3; 36244K , 30247D AE 1, 30247D AF 8, 30247D AG 8, 30247D AH 4, 00000X XX 0, 00000X XX 0, 00247D AL 5, 30247D AM 3, 30247D AN 1, 30247D AP 6, 30247D AQ 4, 30247D AR 2, 30247D AB 0, 30247D AT 8, 3074D AU 5, 30247D AV 3, 30247D AW 1; 36244K AC , 30247D AX 9; 36244K AD 7; 36244K AE 5; 36244K AF 2; 36244K AG 0; 36244K AH 8; 36244K AJ 4; 36244K AK 1; 36244K AL 9; 36244K AM 7; 36244K AN 5; 36244K AP 0; 36244K AQ 8; 36244K AV 7; 36244K AW 5); the "Certificates") (each such assignee is referred to xxxxxxxx xx xxxxxxxx xo herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide provides written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") Party (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this the Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM"such Assignee. On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title and interest in, to , under, and in respect of, this Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this Transaction originally; it being understood and agreed that, with respect to the Securities Administrator as Assignee, the Securities Administrator is an assignee solely by reason of its capacity as securities administrator (and not in its individual capacity) and the Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of this Transaction after the Assignment Date. Constant party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of this jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this Transaction as provided herein and perform its obligations under this Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof.
(f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of Constant Party, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from each rating agency then providing a rating for the Trust Notes that such assignment will not result in a withdrawal or downgrade of the rating of the Trust Notes. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gs-FFMLT 2006-Ff13)
Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivative Products, L.P. LP. ("`GSMMDP"') and (ixii) xx XS Xxxxgage XX Xxxxxage Securities Corp. to GSAMP, and by GSAMP, through a collateral assignment, to Wells Fargo Bank, N.A. National Association (the "Securities Administrator"), as xx securities xxxxxistrator administrator on behalf of the holders of the GSAMP Trust Mortgage Pass-Through Certificates Series 2006-HE3 HE5, (CUSIP NumberNumbers: 36244K 362437 AA 3; 36244K , 362437 AB 1; 36244K , 362437 AC 9; 36244K , 362437 AD 7; 36244K , 362437 AE 5; 36244K , 362437 AF 2; 36244K , 362437 AG 0; 36244K , 362437 AH 8; 36244K , 362437 AJ 4; 36244K , 362437 AK 1; 36244K , 362437 AL 9; 36244K , 362437 AM 7; 36244K , 362437 AN 5; 36244K , 362437 AP 0; 36244K , 362437 AQ 8; 36244K AV 7; 36244K AW 5, 362437 Ar and 362437 AS4; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title and interest in, to , under, and in respect of, this Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this Transaction originally; it being understood and agreed that, with respect to the Securities Administrator as Assignee, the Securities Administrator is an assignee solely by reason of its capacity as securities administrator (and not in its individual capacity) and the Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of this Transaction after the Assignment Date. Constant party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of this jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this Transaction as provided herein and perform its obligations under this Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof.
(f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of Constant Party, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from each rating agency then providing a rating for the Trust Notes that such assignment will not result in a withdrawal or downgrade of the rating of the Trust Notes. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GSAMP Trust 2006-He5)
Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivative Products, L.P. ("GSMMDP") and (ix) xx XS Xxxxgage Securities Corp. to GSAMP, and by GSAMP, through a collateral assignment, assignment to Wells Fargo Bank, N.A. (the "Securities Administrator"), as securities xxxxxistrator on behalf of the holders of the GSAMP Trust 2006Mortgage Pass-HE3 Through Certificates, Series 2007-FM2 (CUSIP Number: 36244K 3622MH AA 4, 3622MH AB 2, 3622MH AC 0, 3622MH AD 8, 3622MH AE 6, 3622MH AF 3; 36244K AB , 3622MH AG 1; 36244K AC , 3622MH AH 9; 36244K AD 7; 36244K AE 5; 36244K AF , 0000XX XX 0, 0000XX XX 0, 0022MH AL 0, 3622MH AM 8, 3622MH AY 2; 36244K AG 0; 36244K AH 8; 36244K AJ 4; 36244K AK , 3622MH AZ 9, 3622MH AP 1; 36244K AL 9; 36244K AM 7; 36244K AN 5; 36244K AP 0; 36244K AQ 8; 36244K AV 7; 36244K AW 5; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this the Transaction to an Assignee, the Assignee shall accept assignment of this the Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" GSCM herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title title, and interest in, to to, under, and in respect of, this the Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this the Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this the Transaction originally; it being understood and agreed that, with respect to the Securities Administrator as Assignee, the Securities Administrator is an assignee solely by reason of its capacity as securities administrator (and not in its individual capacity) and the Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of this the Transaction after the Assignment Date. Constant party Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this the Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of this the jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this the Transaction as provided herein and perform its obligations under this the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof.
(f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of Constant Party, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from each rating agency then providing a rating for the Trust Notes that such assignment will not result in a withdrawal or downgrade of the rating of the Trust Notes. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GSAMP Trust 2007-Fm2)
Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivative Products, L.P. ("GSMMDP") and (ix) xx XS Xxxxgage Mortgage Securities Corp. to GSAMPFFMLT, and then by GSAMPFFMLT, through a collateral assignment, to Wells Fargo BankDeutsche Bank National Trust Company, N.A. (the "Securities AdministratorTrustee"), as securities xxxxxistrator indenture trustee on behalf of the holders of the GSAMP Trust FFMLT 2006-HE3 FF4 Mortgage Pass-Through Certificates (CUSIP Number: 36244K AA 3; 36244K AB 362334 FR 0, 362334 FS 8, 365334 FT 6, 362334 FV 1; 36244K AC , 362334 FW 9; 36244K AD , 362334 FX 7; 36244K AE , 362334 FY 5; 36244K AF , 362334 FZ 2; 36244K AG , 362334 GA 6, 000000 XX 0; 36244K AH 8; 36244K AJ , 362334 GC 2, 362334 GJ 7, 362334 GK 4; 36244K AK 1; 36244K AL 9; 36244K AM 7; 36244K AN 5; 36244K AP 0; 36244K AQ 8; 36244K AV 7; 36244K AW 5; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this the Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title title, and interest in, to to, under, and in respect of, this the Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this the Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this the Transaction originally; it being understood and agreed that, with respect to the Securities Administrator Trustee as Assignee, the Securities Administrator Trustee is an assignee solely by reason of its capacity as securities administrator indenture trustee (and not in its individual capacity) and the Securities Administrator Trustee in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of this the Transaction after the Assignment Date. Constant party Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this the Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of this the jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this the Transaction as provided herein and perform its obligations under this the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof.
(f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of Constant Party, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from each rating agency then providing a rating for the Trust Notes that such assignment will not result in a withdrawal or downgrade of the rating of the Trust Notes. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (FFMLT Trust 2006-Ff4)
Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivative Products, . L.P. ("GSMMDPGSMMXX") and xxd (ixii) xx XS Xxxxgage by GS Mortgage Securities Corp. to GSAMPGSAA, and by GSAMPGSAA, through a collateral assignment, to Wells Fargo Bank, N.A. National Association (the "Securities AdministratorAdmixxxxxator"), as securities xxxxxistrator administrator on behalf of the holders of the GSAMP GSAA Home Equity Trust 2006-HE3 11 Asset-Backed Certificates, (CUSIP NumberNumbers: 36244K 362367 AA 2, 362367 AB 0, 362367 AC 8, 362367 AD 6, 362367 AE 4, 362367 AF 1, 362367 AG 9, 362367 AH 7, 362367 AJ 3; 36244K , 362367 AK 0, 362367 AL8, 362367 AM 6, 362367 AN 4, 362367 AP 9, 362367 AQ 7, 362367 AA 5, 362367 AB 3, 362367 AC 1; 36244K AC 9; 36244K AD 7; 36244K AE 5; 36244K AF 2; 36244K AG 0; 36244K AH 8; 36244K AJ 4; 36244K AK 1; 36244K AL 9; 36244K AM 7; 36244K AN 5; 36244K AP 0; 36244K AQ 8; 36244K AV 7; 36244K AW 5; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, assignee as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references references; to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title title, and interest in, to to, under, and in respect of, this Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and end in respect of this Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this Transaction originally; it being understood and agreed that, with respect to the Securities Administrator as Assignee, the Securities Administrator is an assignee solely by reason of its capacity as securities administrator (and not in its individual Individual capacity) and the Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of this Transaction after the Assignment Date. Constant party Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party that: Party that (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its a legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: that (i) it is duly organized, validly existing, and in good standing under the law of this the jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this Transaction as provided herein and perform its obligations under this Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this Transaction is its a legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof.
(f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent consort of Constant PartyGSCM or GSMMDP, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party GSCM or GSMMDP, as the case may be, shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from each the rating agency then providing a rating for agencies that have rated the Trust Notes Certificates that such assignment will not result in a withdrawal or downgrade of the rating of the Trust NotesCertificates. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party GSCM or GSMMDP, as the case may be, shall not consent to such amendment of this Confirmation, until written confirmation is received from the rating agencies rating the Certificates at the time of such proposed amendment, that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendmentCertificates.
Appears in 1 contract
Samples: Isda Master Agreement (GSAA Home Equity Trust 2006-11)
Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivative Products, L.P. ("GSMMDP") and (ix) xx XS Xxxxgage Securities Corp. to GSAMP, and by GSAMP, through a collateral assignment, assignment to Wells Fargo Bank, N.A. (the "Securities Administrator"), as securities xxxxxistrator on behalf of the holders of the GSAMP Trust 2006Mortgage Pass-HE3 Through Certificates, Series 2007-FM1, (CUSIP Number: 36244K 3622MA AA 9, 3622MA AB 7, 3622MA AC 5, 3622MA AD 3; 36244K AB , 3622MA AE 1; 36244K AC 9; 36244K AD , 3622MA AF 8, 3622MA AG 6, 3622MA AH 4, 3622MA AJ 0, 3622MA AK 7; 36244K AE , 3622MA AL 5; 36244K AF 2; 36244K AG 0; 36244K AH 8; 36244K AJ 4; 36244K AK 1; 36244K AL 9; 36244K , 3622MA AM 7; 36244K 3, 3622MA AN 5; 36244K 1 and 3622MA AP 0; 36244K AQ 8; 36244K AV 7; 36244K AW 56; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this the Transaction to an Assignee, the Assignee shall accept assignment of this the Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" GSCM herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title and interest in, to , under, and in respect of, this Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this Transaction originally; it being understood and agreed that, with respect to the Securities Administrator as Assignee, the Securities Administrator is an assignee solely by reason of its capacity as securities administrator (and not in its individual capacity) and the Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of this Transaction after the Assignment Date. Constant party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of this jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this Transaction as provided herein and perform its obligations under this Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof.
(f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of Constant Party, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from each rating agency then providing a rating for the Trust Notes that such assignment will not result in a withdrawal or downgrade of the rating of the Trust Notes. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GSAMP Trust 2007-Fm1)
Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, then= simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivative ProductsDerivaxxxx Xxoducts, L.P. ("GSMMDP") and (ixii) xx XS Xxxxgage by GS Mortgage Securities Corp. to GSAMPGSAA, and by GSAMPGSAA, through a collateral assignment, to Wells Fargo JPMorgan Chase Bank, N.A. National Association (the "Securities Administrator"), on behalf of U.S. Bank National Association (the "Trustee"), as securities xxxxxistrator trustee on behalf of the holders of the GSAMP GSAA Home Equity Trust 2006-HE3 5 Asset-Backed Certificates, Series 2006-5, (CUSIP NumberNumbers: 36244K AA 362334 GO 1, 362334 GR 9, 362334 GS 7, 362334 GT 5, 362334 JB 1, 362334 GU 362334 GV 0, 362334 GW 8, 362334 GX 6, 362334 GY 4, 362334 GZ 1, 362334 HA 5, 362334 HD 9, 362334 HB 3; 36244K AB , 362334 HC 1; 36244K AC 9; 36244K AD , 362334 JA 3, 362334 HE 7; 36244K AE 5; 36244K AF 2; 36244K AG 0; 36244K AH 8; 36244K AJ , 362334 HF 4; 36244K AK 1; 36244K AL 9; 36244K AM 7; 36244K AN 5; 36244K AP 0; 36244K AQ 8; 36244K AV 7; 36244K AW 5); the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double doable assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this the Transaction to an Assignee, the Assignee shall accept assignment of this the Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty Countarparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title title, and interest in, to to, under, and in respect of, this the Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this the Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this the Transaction originally; it being understood and agreed that, with respect to the Securities Administrator as AssigneeAE signee, the Securities Administrator is an assignee solely by reason of its capacity as securities administrator indenture trustee (and not in its individual capacity) and the Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx Party releases and discharges Assignor from, and agrees not nit to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of this the Transaction after the Assignment Date. Constant party 'onstant Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this the Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party thatParty thai: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation celegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of this the jurisdiction of cf its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this the Transaction as provided herein and perform its obligations under this the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof.
(f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of Constant Party, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from each rating agency then providing a rating for the Trust Notes that such assignment will not result in a withdrawal or downgrade of the rating of the Trust Notes. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.
Appears in 1 contract
Samples: Isda Master Agreement (GSAA Home Equity Trust 2006-5)
Assignment Provisions. It is acknowledged and agreed by the parties that this the Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivative Products, L.P. ("GSMMDP") and axx (ixxx) xx XS Xxxxgage by GS Mortgage Securities Corp. to GSAMPGSAA, and by GSAMPGSAA, through a collateral assignment, to Wells Fargo Bank, N.A. (the "Securities Administrator"), as securities xxxxxistrator securixxxx administrator on behalf of the holders of the GSAMP GSAA Home Equity Trust 2006-HE3 8 Asset-Backed Certificates, (CUSIP NumberNumbers: 36244K AA 362348 AB 0, 362348 AS 3; 36244K AB , 362348 AC 8, 362348 AT 1; 36244K AC , 362348 AD 6, 362348 AE 4, 362348AF 1, 362348 AG 9; 36244K AD , 362348 AH 7; 36244K AE 5; 36244K AF 2; 36244K AG 0; 36244K AH 8; 36244K , 362348 AJ 4; 36244K AK 1; 36244K AL 9; 36244K AM 7; 36244K AN 5; 36244K AP 0; 36244K AQ 8; 36244K AV 7; 36244K AW 53; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this the Transaction to an Assignee, the Assignee shall accept assignment of this the Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title title, and interest in, to to, under, and in respect of, this the Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this the Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this the Transaction originally; it being understood and agreed that, with respect to the Securities Administrator as Assignee, the Securities Administrator is an assignee solely by reason of its capacity as securities administrator (and not in its individual capacity) and the Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of this the Transaction after the Assignment Date. Constant party Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this the Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of this the jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this the Transaction as provided herein and perform its obligations under this the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof.
(f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of Constant Party, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from each rating agency then providing a rating for the Trust Notes that such assignment will not result in a withdrawal or downgrade of the rating of the Trust Notes. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.
Appears in 1 contract
Samples: Isda Master Agreement (GSAA Home Equity Trust 2006-8)
Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivative Products, L.P. ("GSMMDP") and (ix) xx XS Xxxxgage Securities Corp. to GSAMP, and by GSAMP, through a collateral assignment, to Wells Fargo Bank, N.A. National Association (the "Securities Administrator"), as xx securities xxxxxistrator administrator on behalf of the holders of the GSAMP Trust 2006-HE3 FM3 Mortgage Pass-Through Certificates (CUSIP Number: 36244K 36245T AA 3; 36244K , 36245T AB 1; 36244K , 36245T AC 9; 36244K , 36245T AD 7; 36244K , 36245T AE 5; 36244K , 36245T AF 2; 36244K , 36245T AG 0; 36244K , 36245T AH 8; 36244K , 36245T AJ 4; 36244K , 36245T AK 1; 36244K , 36245T AL 9; 36244K , 36245T AM 7; 36244K , 36245T AN 5; 36244K , 36245T AP 0; 36244K , 36245T AQ 8; 36244K AV 7; 36244K AW 5, 36245T AR 6, 36245T AS 4; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" GSCM herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title title, and interest in, to to, under, and in respect of, this Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this Transaction originally; it being understood and agreed that, with respect to the Securities Administrator as Assignee, the Securities Administrator is an assignee solely by reason of its capacity as securities administrator (and not in its individual capacity) and the Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of this Transaction after the Assignment Date. Constant party Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of this the jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this Transaction as provided herein and perform its obligations under this Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof.
(f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of Constant Party, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from each rating agency then providing a rating for the Trust Notes that such assignment will not result in a withdrawal or downgrade of the rating of the Trust Notes. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GSAMP Trust 2006-Fm3)
Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivative Products, L.P. ("GSMMDP") and (ixxx) xx XS Xxxxgage GS Mortgage Securities Corp. to GSAMPGSAA, and by GSAMPGSAA, through a collateral assignment, to Wells Fargo Bank, N.A. National Association (the "Securities Administrator"), as xs securities xxxxxistrator administrator on behalf of the holders of the GSAMP GSAA Home Equity Trust 20062007-HE3 3 Asset-Backed Certificates, (CUSIP NumberNumbers: 36244K 3622EA AA 8, 3622EA AX 8, 3622EA AB 6, 3622EA AC 4, 3622EA AD 2, 3622EA AE 0, 3622XX XX 0, 0000XX XX 0, 3622EA AH 3; 36244K AB 1; 36244K AC 9; 36244K AD 7; 36244K AE , 0000XX XX 0, 0000XX XX 0, 3622EA AL 4, 3622EA AM 2, 3622EA AN 0, 3622EA AP 5; 36244K AF 2; 36244K AG 0; 36244K AH 8; 36244K AJ 4; 36244K AK 1; 36244K AL 9; 36244K AM 7; 36244K AN 5; 36244K AP 0; 36244K , 3622EA AQ 8; 36244K AV 7; 36244K AW 5; 3 the "Certificates") , (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this the Transaction to an Assignee, the Assignee shall accept assignment of this the Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" GSCM herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title title, and interest in, to to, under, and in respect of, this the Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this the Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this the Transaction originally; it being understood and agreed that, with respect to the Securities Administrator as Assignee, the Securities Administrator is an assignee solely by reason of its capacity as securities administrator (and not in its individual capacity) and the Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of this the Transaction after the Assignment Date. Constant party Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this the Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is are its legal, valid, and binding obligation obligations enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of this the jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this the Transaction as provided herein and perform its obligations under this the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this the Transaction is are its legal, valid, and binding obligation obligations enforceable against Assignee in accordance with the terms hereof.
(f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of Constant Party, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from each rating agency then providing a rating for the Trust Notes that such assignment will not result in a withdrawal or downgrade of the rating of the Trust Notes. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.
Appears in 1 contract
Samples: Isda Master Agreement (GSAA Home Equity Trust 2007-3)
Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivative Products, L.P. ("GSMMDP") and (ix) xx XS Xxxxgage Securities Corp. to GSAMPFFMLT, and then by GSAMPFFMLT, through a collateral assignment, to Wells Fargo BankDeutsche Bank National Trust Company, N.A. (the "Securities AdministratorTrustee"), as securities xxxxxistrator indenture trustee on behalf of the holders of the GSAMP Trust FFMLT 2006-HE3 FF6 Mortgage Pass-Through Certificates (CUSIP Number: 36244K 31561E AA 3; 36244K , 31561E AB 1; 36244K , 31561E AC 9; 36244K , 31561E AD 7; 36244K , 31561E AE 5; 36244K , 31561E AF 2; 36244K , 31561E AG 0; 36244K , 31561E AH 8; 36244K , 31561E AJ 4; 36244K AK 1; 36244K AL 9; 36244K AM 7; 36244K , 31561E AN 5; 36244K , 31561E AP 0; 36244K , 31561E AQ 8; 36244K AV 7; 36244K AW 5; the "Certificates") 8) (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this the Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title title, and interest in, to to, under, and in respect of, this the Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this the Transaction after attar the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this the Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this the Transaction originally; it being understood and agreed that, with respect to the Securities Administrator Trustee as Assignee, the Securities Administrator Trustee is an assignee solely by reason of its capacity as securities administrator indenture trustee (and not in its individual capacity) and the Securities Administrator Trustee in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of this the Transaction after the Assignment Date. Constant party Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this the Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its Its rights and obligations under this the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of this the jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this the Transaction as provided herein and perform its obligations under this the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof.
(f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of Constant Party, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from each rating agency then providing a rating for the Trust Notes that such assignment will not result in a withdrawal or downgrade of the rating of the Trust Notes. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.
Appears in 1 contract
Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivative Products, L.P. ("GSMMDP") and anx (ixxx) xx XS Xxxxgage bx XX Mortgage Securities Corp. to GSAMPGSAA, and by GSAMPGSAA, through a collateral assignment, to Wells Fargo Bank, N.A. National Association (the "Securities AdministratorAdministratxx"), as securities xxxxxistrator administrator on behalf of the holders of the GSAMP GSAA Home Equity Trust 20062007-HE3 6 Asset-Backed Certificates, (CUSIP NumberNumbers: 36244K AA 3; 36244K 36245R AA7, 36245R AB 1; 36244K AC 9; 36244K AD 7; 36244K AE 5; 36244K AF 2; 36244K AG 0; 36244K AH 8; 36244K AJ 4; 36244K AK 1; 36244K AL 9; 36244K AM 7; 36244K AN 5; 36244K AP 0; 36244K AQ 8; 36244K AV 7; 36244K AW 5; , 36245R AC3, 36245R AD1, 36245R AE9, 36245R AF6, 36245R AG4, 36245R AH2, 36245R AJ8, 36245R AK5, 36245R AL3, 36245R AM1, 36245R AN9, 36245R AP4, 36245R AP4, 36245R AQ2, 36245R AR0, 36245R AS8, 36245R AT6, 36245R AU3, 36245R AV1 the "Certificates") , (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this the Transaction to an Assignee, the Assignee shall accept assignment of this the Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" GSCM herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises promises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title title, and interest in, to to, under, and in respect of, this the Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this the Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this the Transaction originally; it being understood and agreed that, with respect to the Securities Administrator as Assignee, the Securities Administrator is an assignee solely by reason of its capacity as securities administrator (and not in its individual capacity) and the Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of this the Transaction after the Assignment Date. Constant party Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this the Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is are its legal, valid, and binding obligation obligations enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of this the jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this the Transaction as provided herein and perform its obligations under this the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this the Transaction is are its legal, valid, and binding obligation obligations enforceable against Assignee in accordance with the terms hereof.
(f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of Constant Party, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from each rating agency then providing a rating for the Trust Notes that such assignment will not result in a withdrawal or downgrade of the rating of the Trust Notes. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.
Appears in 1 contract
Samples: Isda Master Agreement (GSAA Home Equity Trust 2007-6)
Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivative Products, L.P. ("GSMMDP") and (ix) xx XS Xxxxgage Securities Corp. to GSAMP, and by GSAMP, through a collateral assignment, to Wells Fargo Bank, N.A. National Association (the "Securities Administrator"), as xx securities xxxxxistrator administrator on behalf of the holders of the GSAMP Trust Mortgage Pass-Through Certificates Series 2006-HE3 HE7 (CUSIP NumberNumbers: 36244K 36245E AA 6, 36245E AB 4, 36245E AC 2, 36245E AD 0, 36245E AE 8, 36245E AF 5, 36245E AG 3; 36244K AB , 36245E AH 1; 36244K AC 9; 36244K AD , 36245E AJ 7; 36244K AE 5; 36244K AF , 36245E AK 4, 36245E AL 2; 36244K AG 0; 36244K AH 8; 36244K AJ 4; 36244K AK 1; 36244K AL 9; 36244K AM 7; 36244K AN 5; 36244K AP 0; 36244K AQ 8; 36244K AV 7; 36244K AW 5; the "Certificates") (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant party, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant Party") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant Party, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title and interest in, to , under, and in respect of, this Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this Transaction originally; it being understood and agreed that, with respect to the Securities Administrator as Assignee, the Securities Administrator is an assignee solely by reason of its capacity as securities administrator (and not in its individual capacity) and the Securities Administrator in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of this Transaction after the Assignment Date. Constant party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of this jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this Transaction as provided herein and perform its obligations under this Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof.
(f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of Constant Party, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from each rating agency then providing a rating for the Trust Notes that such assignment will not result in a withdrawal or downgrade of the rating of the Trust Notes. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GSAMP Trust 2006-He7)
Assignment Provisions. It is acknowledged and agreed by the parties that this Transaction shall be subject to assignment first by Counterparty to to GS Mortgage Securities Corp., then, simultaneously, (i) by GSCM to Goldman Sachs Mitsui Marine Derivative Products, L.P. ("GSMMDP") and (ix) xx XS Xxxxgage Securities Corp. to GSAMPFFMLT, and then by GSAMPFFMLT, through a collateral assignment, to Wells Fargo BankDeutsche Bank National Trust Company, N.A. (the "Securities AdministratorTrustee"), as securities xxxxxistrator indenture trustee on behalf of the holders of the GSAMP FFMLT Home Equity Trust 2006-HE3 FF3 Net Interest Margin Notes (CUSIP Number: 36244K AA 362334 AS 3; 36244K AB , 362334 AT 1; 36244K AC 9; 36244K AD , 362334 AU 8, 362334 AV 6, 362334 AW 4, 362334 AX 2, 362334 AY 0, 362334 AZ 7; 36244K AE , 362334 XX 0, 000000 XX 0, 002334 BC 7 and 362334 BD 5; 36244K AF 2; 36244K AG 0; 36244K AH 8; 36244K AJ 4; 36244K AK 1; 36244K AL 9; 36244K AM 7; 36244K AN 5; 36244K AP 0; 36244K AQ 8; 36244K AV 7; 36244K AW 5; the "Certificates"') (each such assignee is referred to herein as an "Assignee" and each such assignor is referred to herein as an "Assignor"). This These assignments shall occur on the day the Assignor and Assignee agree to such assignment and provide written or oral notification of the effective date of assignment to the relevant constant partyGSCM, or, in the case of a simultaneous double assignment, the other assignor and/or assignee, as appropriate (the "Constant PartyGSCM") (each such day hereinafter referred to as an "Assignment Date"). Furthermore, with respect to each assignment of this the Transaction to an Assignee, the Assignee shall accept assignment of this Transaction subject to all terms of this Confirmation and all references to the term "Counterparty" herein shall be deemed references to each subsequent assignee of Counterparty and all references to the term "GSCM" herein shall be deemed references to each subsequent assignee of "GSCM". On each Assignment Date, Constant PartyGSCM, the relevant Assignor and the relevant Assignee, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration received, agree as follows:
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title title, and interest in, to to, under, and in respect of, this the Transaction. Assignor releases and discharges Constant Party from, and agrees not to make any claim against Constant Party with respect to, any obligations of Constant Party arising and to be performed under and in respect of this the Transaction after the Assignment Date. Assignor agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this the Transaction prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under this the Transaction after the Assignment Date, with the same force and effect as if Assignee had been a party to this the Transaction originally; it being understood and agreed that, with respect to the Securities Administrator Trustee as Assignee, the Securities Administrator Trustee is an assignee solely by reason of its capacity as securities administrator indenture trustee (and not in its individual capacity) and the Securities Administrator Trustee in its individual capacity shall have no obligation or liability for payment of any indebtedness or expenses and shall not be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken hereunder.
(c) Constant Part Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Constant Parxx Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of this the Transaction after the Assignment Date. Constant party Party agrees that Assignee has no liability with respect to any obligation arising or to be performed under and in respect of this the Transaction prior to or on the Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Constant party Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under this the Transaction as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligation enforceable against Assignor in accordance with the terms hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Constant Party that: (i) it is duly organized, validly existing, and in good standing under the law of this the jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under this the Transaction as provided herein and perform its obligations under this the Transaction and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and this the Transaction is its legal, valid, and binding obligation enforceable against Assignee in accordance with the terms hereof.
(f) Any additional assignments of this Transaction to a party other than an Assignee shall require the consent of Constant Party, such consent not to be unreasonably withheld. Notwithstanding any provision to the contrary, no additional assignments of this Transaction to a party other than an Assignee shall be made, and Constant Party shall not consent to such additional assignments of this Transaction until written confirmation of consent is received from each rating agency then providing a rating for the Trust Notes that such assignment will not result in a withdrawal or downgrade of the rating of the Trust Notes. Furthermore, no amendment of this Confirmation by an Assignee or other permitted assign shall be made, and Constant Party shall not consent to such amendment of this Confirmation, until written confirmation that such amendment will not result in a withdrawal or downgrade of the rating of the Certificates is received from the Rating Agencies that are rating the Certificates at the time of such proposed amendment.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (FFMLT Trust 2006-Ff3)
