Exhibit 99.13
EXECUTION COPY
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GSAA HOME EQUITY TRUST 2006-8
ASSET-BACKED CERTIFICATES
SERIES 2006-8
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
among
XXXXXXX XXXXX MORTGAGE COMPANY,
as Assignor
GS MORTGAGE SECURITIES CORP.,
as Assignee
and
XXXXX FARGO BANK, N.A.,
as Servicer
Dated as of
April 28, 2006
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this "Assignment
Agreement") made this 28th day of April, 2006, among Xxxxx Fargo Bank, N.A., a
national banking association (the "Servicer"), GS Mortgage Securities Corp., a
Delaware corporation (the "Assignee"), and Xxxxxxx Sachs Mortgage Company, a
New York limited partnership (the "Assignor").
WHEREAS, the Assignor and the Servicer have entered into the Second
Amended and Restated Master Seller's Warranties and Servicing Agreement, dated
November, 1, 2005, between Xxxxxxx Xxxxx Mortgage Company and Xxxxx Fargo
Bank, N.A. (the "Servicing Agreement") pursuant to which the Servicer sold to
GSMC on February 23, 2006 (the "Original Purchase Date") certain Mortgage
Loans (as defined below);
WHEREAS, the Assignee has agreed on certain terms and conditions to
purchase from the Assignor certain of the mortgage loans (the "Mortgage
Loans"), which are subject to the provisions of the Servicing Agreement and
are listed on the mortgage loan schedule attached as Exhibit A hereto (the
"Mortgage Loan Schedule"); and
WHEREAS, pursuant to a Master Servicing and Trust Agreement, dated
as of April 1, 2006 (the "Trust Agreement"), among GS Mortgage Securities
Corp., as depositor, Deutsche Bank National Trust Company, as trustee (the
"Trustee") and as a custodian, U.S. Bank National Association, as a custodian,
JPMorgan Chase Bank, National Association, as a custodian and Xxxxx Fargo
Bank, N.A., as master servicer (in such capacity, the "Master Servicer"),
securities administrator (in such capacity, the "Securities Administrator")
and as a custodian, the Assignee will transfer the Mortgage Loans to the
Trustee, together with the Assignee's rights under the Servicing Agreement, to
the extent relating to the Mortgage Loans (other than the rights of the
Assignor (and if applicable its affiliates, officers, directors and agents) to
indemnification thereunder);
NOW THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. Assignment and Assumption.
(a) The Assignor hereby assigns to the Assignee, as of the date
hereof, all of its right, title and interest in and to the Mortgage
Loans and the Servicing Agreement, to the extent relating to the
Mortgage Loans (other than the rights of the Assignor (and if
applicable its affiliates, officers, directors and agents) to
indemnification thereunder) from and after the date hereof, and the
Assignee hereby assumes all of the Assignor's obligations under the
Servicing Agreement, to the extent relating to the Mortgage Loans,
from and after the date hereof, and the Servicer hereby acknowledges
such assignment and assumption and hereby agrees to the release of
the Assignor from any obligations under the Servicing Agreement from
and after the date hereof, to the extent relating to the Mortgage
Loans.
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(b) The Assignor represents and warrants to the Assignee that
the Assignor has not taken any action which would serve to impair or
encumber the Assignor's ownership interest in the Mortgage Loans
since the date of the applicable Servicing Agreement.
(c) The Servicer and the Assignor shall have the right to
amend, modify or terminate the Servicing Agreement without the
joinder of the Assignee with respect to mortgage loans not conveyed
to the Assignee hereunder; provided, however, that such amendment,
modification or termination shall not affect or be binding on the
Assignee.
2. Modification of the Servicing Agreement. Only in so far as it
relates to the Mortgage Loans, the Servicer and the Assignor hereby amend the
Servicing Agreement as follows:
(a) The definition of "Servicing Fee Rate" set forth in Article
I shall be deleted in its entirety and replaced with the following:
"Servicing Fee Rate: With respect to any Mortgage Loan, 0.375% per
annum."
(b) The second sentence of Section 4.2 shall be deleted in its
entirety and replaced with the following:
"In the event that any payment due under any Mortgage Loan is not
postponed pursuant to Section 4.1 and remains delinquent for a period of
ninety (90) days or any other default continues for a period of ninety (90)
days beyond the expiration of any grace or cure period, the Company shall
commence foreclosure proceedings and the Company shall notify the Purchaser in
writing of the Company's intention to do so."
(c) The first sentence of the second paragraph of Section 6.2
shall be deleted in its entirety and replaced with the following:
"If the Company satisfies or releases the lien of the Mortgage
without first having obtained payment in full of the indebtedness secured by
the Mortgage (other than as a result of a modification pursuant to the terms
of this Agreement or liquidation of the Mortgaged Property pursuant to the
terms of this Agreement) or should the Company otherwise prejudice any rights
the Purchaser may have under the mortgage instruments, upon written demand of
the Purchaser, the Company shall repurchase the related Mortgage Loan at the
Repurchase Price by deposit thereof in the Custodial Account within two (2)
Business Days of receipt of such demand by the Purchaser."
3. Accuracy of Servicing Agreement.
The Servicer and the Assignor represent and warrant to the Assignee
that (i) attached hereto as Exhibit B is a true, accurate and complete copy of
the Servicing Agreement, (ii) the Servicing Agreement is in full force and
effect as of the date hereof, (iii) the Servicing Agreement has not been
amended or modified in any respect (other than as set forth herein) and (iv)
no notice of termination has been given to the Servicer under the Servicing
Agreement. The
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Servicer, in its capacity as seller and/or servicer under the Servicing
Agreement, further represents and warrants that the representations and
warranties contained in Section 3.1 of the Servicing Agreement are true and
correct as of the date hereof, and the representations and warranties
regarding the Mortgage Loans contained in Section 3.2 of the Servicing
Agreement were true and correct as of the Original Purchase Date.
4. Recognition of Assignee.
From and after the date hereof, the Servicer shall note the transfer
of the Mortgage Loans to the Assignee in its books and records, shall
recognize the Assignee as the owner of the Mortgage Loans and, notwithstanding
anything herein or in the Servicing Agreement to the contrary, shall service
all of the Mortgage Loans for the benefit of the Assignee pursuant to the
terms of the Servicing Agreement the terms of which are incorporated herein by
reference. It is the intention of the Assignor, Servicer and Assignee that the
Servicing Agreement shall be binding upon and inure to the benefit of the
Servicer and the Assignee and their successors and assigns.
5. Representations and Warranties of the Assignee. The Assignee
hereby represents and warrants to the Assignor as follows:
(a) Decision to Purchase. The Assignee represents and warrants that
it is a sophisticated investor able to evaluate the risks and merits of the
transactions contemplated hereby, and that it has not relied in connection
therewith upon any statements or representations of the Assignor or the
Servicer other than those contained in the Servicing Agreement or this
Assignment Agreement.
(b) Authority. The Assignee hereto represents and warrants that it
is duly and legally authorized to enter into this Assignment Agreement and to
perform its obligations hereunder and under the Servicing Agreement.
(c) Enforceability. The Assignee hereto represents and warrants that
this Assignment Agreement has been duly authorized, executed and delivered by
it and (assuming due authorization, execution and delivery thereof by each of
the other parties hereto) constitutes its legal, valid and binding obligation,
enforceable in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (regardless of whether such enforcement is considered in
a proceeding in equity or at law).
6. Representations and Warranties of the Assignor. The Assignor
hereby represents and warrants to the Assignee as follows:
(a) Organization. The Assignor has been duly organized and is
validly existing as a limited partnership in good standing under the laws of
the State of New York with full power and authority (corporate and other) to
enter into and perform its obligations under the Servicing Agreement and this
Assignment Agreement.
(b) Enforceability. This Assignment Agreement has been duly executed
and delivered by the Assignor, and, assuming due authorization, execution and
delivery by each of
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the other parties hereto, constitutes a legal, valid, and binding agreement of
the Assignor, enforceable against it in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium, or other similar laws
affecting creditors' rights generally and to general principles of equity
regardless of whether enforcement is sought in a proceeding in equity or at
law.
(c) No Consent. The execution, delivery and performance by the
Assignor of this Assignment Agreement and the consummation of the transactions
contemplated hereby do not require the consent or approval of, the giving of
notice to, the registration with, or the taking of any other action in respect
of, any state, federal or other governmental authority or agency, except such
as has been obtained, given, effected or taken prior to the date hereof.
(d) Authorization; No Breach. The execution and delivery of this
Assignment Agreement has been duly authorized by all necessary action on the
part of the Assignor; neither the execution and delivery by the Assignor of
this Assignment Agreement, nor the consummation by the Assignor of the
transactions herein contemplated, nor compliance by the Assignor with the
provisions hereof, will conflict with or result in a breach of, or constitute
a default under, any of the provisions of the governing documents of the
Assignor or any law, governmental rule or regulation or any material judgment,
decree or order binding on the Assignor or any of its properties, or any of
the provisions of any material indenture, mortgage, deed of trust, contract or
other instrument to which the Assignor is a party or by which it is bound.
(e) Actions; Proceedings. There are no actions, suits or proceedings
pending or, to the knowledge of the Assignor, threatened, before or by any
court, administrative agency, arbitrator or governmental body (i) with respect
to any of the transactions contemplated by this Assignment Agreement or (ii)
with respect to any other matter that in the judgment of the Assignor will be
determined adversely to the Assignor and will if determined adversely to the
Assignor, materially adversely affect its ability to perform its obligations
under this Assignment Agreement.
7. Additional Representations and Warranties of the Assignor With
Respect to the Mortgage Loans. The Assignor hereby represents and warrants to
the Assignee as follows:
(a) Prior Assignments; Pledges. Except for the sale to the Assignee,
the Assignor has not assigned or pledged any Mortgage Note or the related
Mortgage or any interest or participation therein.
(b) Releases. The Assignor has not satisfied, canceled, or
subordinated in whole or in part, or rescinded any Mortgage, and the Assignor
has not released the related Mortgaged Property from the lien of any Mortgage,
in whole or in part, nor has the Assignor executed an instrument that would
effect any such release, cancellation, subordination, or rescission. The
Assignor has not released any Mortgagor, in whole or in part, except in
connection with an assumption agreement or other agreement approved by the
related federal insurer, to the extent such approval was required.
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(c) Compliance with Applicable Laws. With respect to each Mortgage
Loan, any and all requirements of any federal, state or local law including,
without limitation, usury, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity, predatory
and abusive lending or disclosure laws applicable to such Mortgage Loan,
including without limitation, any provisions relating to prepayment charges,
have been complied with.
(d) High Cost. No Mortgage Loan is categorized as "High Cost"
pursuant to the then-current Standard & Poor's Glossary for File Format for
LEVELS(R) Version 5.6(d), Appendix E, as revised from time to time and in
effect as of the Original Purchase Date. Furthermore, none of the Mortgage
Loans sold by the Seller are classified as (a) a "high cost mortgage" loan
under the Home Ownership and Equity Protection Act of 1994 or (b) a "high cost
home," "covered," "high-cost," "high-risk home," or "predatory" loan under any
other applicable state, federal or local law.
(e) Georgia Fair Lending Act. No Mortgage Loan is secured by a
property in the state of Georgia and originated between October 1, 2002 and
March 7, 2003.
(f) Credit Reporting. The Assignor will cause to be fully furnished,
in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information (i.e., favorable and
unfavorable) on Mortgagor credit files to Equifax, Experian and Trans Union
Credit Information Company (three of the credit repositories), on a monthly
basis.
(g) Bring Down. To the Assignor's knowledge, with respect to each
Mortgage Loan, no event has occurred from and after the closing date set forth
in the Servicing Agreement to the date hereof that would cause any of the
representations and warranties relating to such Mortgage Loan set forth in
Section 3.2 of the Servicing Agreement to be untrue in any material respect as
of the date hereof as if made on the date hereof. With respect to those
representations and warranties which are made to the best of the Assignor's
knowledge, if it is discovered by the Assignor that the substance of such
representation and warranty is inaccurate, notwithstanding the Assignor's lack
of knowledge with respect to the substance of such representation and
warranty, such inaccuracy shall be deemed a breach of the applicable
representation and warranty.
(h) Loan Limits. The original principal balance of each Loan Group 1
Mortgage Loan is within Xxxxxxx Mac's dollar amount limits for conforming one-
to four-family Mortgage Loans. No Group 1 Mortgage Loan contains a first lien
mortgage that, at origination, exceeded the applicable loan limits specified
below. The current limits are as follows:
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Number of Units Maximum Original Loan Amount of First Mortgage
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Continental United Alaska, Guam, Hawaii or
States or Puerto Rico Virgin Islands
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1 $417,000 $625,500
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2 $533,850 $800,775
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3 $645,300 $967,950
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4 $801,950 $1,202,925
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(i) Prepayment Premiums. To the Assignor's knowledge, with respect
to any Mortgage Loan that contains a provision permitting imposition of a
Prepayment Premium prior to maturity: (a) prior to the Mortgage Loan's
origination, the borrower agreed to such premium in exchange for a monetary
benefit, including but not limited to a rate or fee reduction; (b) prior to
the Mortgage Loan's origination, the borrower was offered the option of
obtaining a Mortgage Loan that did not require payment of such a premium; (c)
the prepayment premium is adequately disclosed to the borrower pursuant to
applicable state and federal law; (d) no Mortgage Loan originated on or after
October 1, 2002 will impose a prepayment premium for a term in excess of three
years and any Mortgage Loans originated prior to such date will not impose
Prepayment Premiums in excess of five years; in each case unless the Mortgage
Loan was modified to reduce the prepayment period to no more than three years
from the date of the note and the borrower was notified in writing of such
reduction in prepayment period; and (e) notwithstanding any state or federal
law to the contrary, the Servicer shall not impose such Prepayment Premium in
any instance when the Mortgage Loan is accelerated or paid off in connection
with the workout of a delinquent mortgage or due to the borrower's default.
(j) Eligible Products. To the Assignor's knowledge, with respect to
each Mortgage Loan, the Mortgage Loan's originator offered the borrower
mortgage loan products offered by such Mortgage Loan's originator, or any
affiliate of such Mortgage Loan's originator, for which the borrower
qualified.
(k) Borrower's Ability to Repay. To the Assignor's knowledge, the
methodology used in underwriting the extension of credit for each Mortgage
Loan in the Trust employs objective mathematical principles which relate the
borrower's income, assets and liabilities to the proposed payment and such
underwriting methodology does not rely on the extent of the borrower's equity
in the collateral as the principal determining factor in approving such credit
extension. Such underwriting methodology confirmed that at the time of
origination (application/approval) the borrower had the reasonable ability to
make timely payments on the Mortgage Loan.
(l) Points and Fees. To the Assignor's knowledge, no borrower under
a Mortgage Loan in the Trust was charged "points and fees" in an amount
greater than (a) $1,000 or (b) 5% of the principal amount of such Mortgage
Loan, whichever is greater. For purposes of this representation, "points and
fees" (x) include origination, underwriting, broker and finder's fees and
charges that the lender imposed as a condition of making the Mortgage Loan,
whether they are paid to the lender or a third party; and (y) exclude bona
fide discount points, fees paid for actual services rendered in connection
with the origination of the mortgage (such as attorneys' fees, notaries fees
and fees paid for property appraisals, credit reports, surveys, title
examinations and extracts, flood and tax certifications, and home
inspections); the cost of mortgage insurance or credit-risk price adjustments;
the costs of title, hazard, and flood insurance policies; state and local
transfer taxes or fees; escrow deposits for the future payment of taxes and
insurance premiums; and other miscellaneous fees and charges that, in total,
do not exceed 0.25 percent of the loan amount. All points, fees and charges
(including finance charges), whether or not financed, assessed, collected or
to be collected in connection with the origination and servicing of
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each Mortgage Loan, have been disclosed in writing to the borrower in
accordance with applicable state and federal law and regulation.
(m) Manufactured Housing. To the Assignor's knowledge, with respect
to any Mortgage Loans that are on manufactured housing, such housing will be
the principal residence of the borrower upon origination of the Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in Sections 6 and 7 shall survive delivery of the Mortgage Loan
Documents to the Assignee or its designee and shall inure to the benefit of
the Assignee and its assigns notwithstanding any restrictive or qualified
endorsement or assignment. Upon the discovery by the Assignor or the Assignee
and its assigns of a breach of the foregoing representations and warranties,
the party discovering such breach shall give prompt written notice to the
other parties to this Assignment Agreement, and in no event later than two (2)
Business Days from the date of such discovery. It is understood and agreed
that the obligations of the Assignor set forth in Section 9 to repurchase, or
in limited circumstances, substitute a Mortgage Loan constitute the sole
remedies available to the Assignee and its assigns on their behalf respecting
a breach of the representations and warranties contained in Sections 6 and 7.
It is further understood and agreed that, except as specifically set forth in
Sections 6 and 7, the Assignor shall be deemed not to have made the
representations and warranties in Section 7(g) with respect to, and to the
extent of, representations and warranties made, as to the matters covered in
Section 7(g), by the Servicer in the Servicing Agreement (or any officer's
certificate delivered pursuant thereto).
It is understood and agreed that, with respect to the Mortgage
Loans, the Assignor has made no representations or warranties to the Assignee
other than those contained in Sections 6 and 7, and no other affiliate of the
Assignor has made any representations or warranties of any kind to the
Assignee.
8. Representations and Warranties of the Servicer. The Servicer
hereby represents and warrants to the Assignee that, to the extent the
Mortgage Loans will be part of a REMIC, the Servicer shall service the
Mortgage Loans and any real property acquired upon default thereof (including,
without limitation, making or permitting any modification, waiver or amendment
of any term of any Mortgage Loan) after the applicable transfer date in
accordance with the Servicing Agreement, but in no event in a manner that
would (a) cause the REMIC to fail or qualify as a REMIC or (b) result in the
imposition of a tax upon the REMIC (including, but not limited to, the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code, the tax
on contributions to a REMIC set forth in Section 860G(d) of the Code and the
tax on "net income from foreclosure property" as set forth in Section 860G(c)
of the Code)
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9. Repurchase of Mortgage Loans.
Upon discovery or notice of any breach by the Assignor of any
representation, warranty or covenant under this Assignment Agreement that
materially and adversely affects the value of any Mortgage Loan or the
interest of the Assignee therein (it being understood that any such defect or
breach shall be deemed to have materially and adversely affected the value of
the related Mortgage Loan or the interest of the Assignee therein if the
Assignee incurs a loss as a result of such defect or breach), the Assignee
promptly shall request that the Assignor cure such breach and, if the Assignor
does not cure such breach in all material respects within ninety (90) days
from the date on which it is notified of the breach, the Assignee may enforce
the Assignor's obligation hereunder to purchase such Mortgage Loan from the
Assignee at the Repurchase Price (as defined in the Servicing Agreement) or,
in limited circumstances (as set forth below), substitute such mortgage loan
for a Substitute Mortgage Loan (as defined below). Notwithstanding the
foregoing, a breach of any of the representations and warranties set forth in
Section 4.21 of the Servicing Agreement, paragraphs (ix), (xxxviii), (xlii),
(xliii), (xxxix) or (xl) of Section 3.2 of the Servicing Agreement, or in
clauses (c), (d), (e), (f), or (h)-(m) of Section 7 of this Assignment
Agreement, in each case, will be deemed automatically to materially and
adversely affect the value of such Mortgage Loan and the interests of the
Trustee and Certificateholders in such Mortgage Loan.
The Assignor shall have the option, but is not obligated, to
substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than
repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan
and substituting in its place a Substitute Mortgage Loan or Loans and
providing the Substitution Adjustment Amount, if any, provided that any such
substitution shall be effected not later than ninety (90) days from the date
on which it is notified of the breach.
In the event the Servicer has breached a representation or warranty
under the Servicing Agreement that is substantially identical to, or covers
the same matters as, a representation or warranty breached by the Assignor
hereunder, the Assignee shall first proceed against the Servicer to cure such
breach or purchase such mortgage loan from the Trust. If the Servicer does not
within ninety (90) days after notification of the breach, take steps to cure
such breach (which may include certifying to progress made and requesting an
extension of the time to cure such breach, as permitted under the Servicing
Agreement) or purchase the Mortgage Loan, the Trustee shall be entitled to
enforce the obligations of the Assignor hereunder to cure such breach or to
purchase or substitute for the Mortgage Loan from the Trust.
In addition, the Assignor shall have the option, but is not
obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with
respect to which the Servicer has breached a representation and warranty and
is obligated to repurchase such Mortgage Loan under the Servicing Agreement,
by removing such Mortgage Loan and substituting in its place a Substitute
Mortgage Loan or Loans, provided that any such substitution shall be effected
not later than ninety (90) days from the date on which it is notified of the
breach.
In the event of any repurchase or substitution of any Mortgage Loan
by the Assignor hereunder, the Assignor shall succeed to the rights of the
Assignee to enforce the obligations of the Servicer to cure any breach or
repurchase such Mortgage Loan under the terms
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of the Servicing Agreement with respect to such Mortgage Loan. In the event of
a repurchase or substitution of any Mortgage Loan by the Assignor, the
Assignee shall promptly deliver to the Assignor or its designee the related
Mortgage File and shall assign to the Assignor all of the Assignee's rights
under the Servicing Agreement, but only insofar as such Servicing Agreement
relates to such Mortgage Loan.
Except as specifically set forth herein, the Assignee shall have no
responsibility to enforce any provision of this Assignment Agreement, to
oversee compliance hereof, or to take notice of any breach or default thereof.
For purposes of this Section, "Deleted Mortgage Loan" and
"Substitute Mortgage Loan" shall be defined as set forth below. "Deleted
Mortgage Loan" A Mortgage Loan which is to be, pursuant to this Section 9,
replaced or to be replaced by the Assignor with a Substitute Mortgage Loan.
"Substitute Mortgage Loan" A mortgage loan substituted by the
Assignor for a Deleted Mortgage Loan which must, on the date of such
substitution, (i) have an outstanding principal balance, after deduction of
all scheduled payments due in the month of substitution (or in the case of a
substitution of more than one mortgage loan for a Deleted Mortgage Loan, an
aggregate principal balance), not in excess of the Stated Principal Balance of
the Deleted Mortgage Loan, (ii) be accruing interest at a rate no lower than
and not more than 2% per annum higher than that of the Deleted Mortgage Loan,
(iii) have a remaining term to maturity not greater than and not more than one
year less than that of the Deleted Mortgage Loan, (iv) be of the same type as
the Deleted Mortgage Loan (i.e., fixed- or adjustable-rate with same periodic
rate cap, lifetime rate cap, and index); and (v) comply with each
representation and warranty set forth in Section 3.2 of the Servicing
Agreement.
"Substitution Adjustment Amount" means with respect to any Mortgage
Loan, the amount remitted by GSMC on the applicable Distribution Date which is
the difference between the outstanding principal balance of a Substitute
Mortgage Loan as of the date of substitution and the outstanding principal
balance of the Deleted Mortgage Loan as of the date of substitution.
10. Continuing Effect.
Except as contemplated hereby, the Servicing Agreement shall remain
in full force and effect in accordance with its terms.
11. Governing Law.
THIS ASSIGNMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF).
EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY
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JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS ASSIGNMENT AGREEMENT, OR ANY OTHER DOCUMENTS AND
INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF SUCH PARTY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS
ASSIGNMENT AGREEMENT.
12. Notices.
Any notices or other communications permitted or required hereunder
or under the Servicing Agreement shall be in writing and shall be deemed
conclusively to have been given if personally delivered at or mailed by
registered mail, postage prepaid, and return receipt requested or transmitted
by telex, telegraph or telecopier and confirmed by a similar mailed writing,
to:
(a) in the case of the Servicer,
Xxxxx Fargo Bank, N.A.
1 Home Campus, MAC #X2401-042
Xxx Xxxxxx, Xxxx 00000-0000
Attention: Xxxx X. Xxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
with a copy to,
Xxxxx Fargo Bank, N.A.
1 Home Campus, MAC #X2401-06T
Xxx Xxxxxx, Xxxx 00000-0000
Attention: General Counsel
Tel: (000) 000-0000
Fax: (000) 000-0000
or such other address as may hereafter be furnished by the Servicer;
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(b) in the case of the Assignee,
GS Mortgage Securities Corp.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Tel.: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
GS Mortgage Securities Corp.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
or such other address as may hereafter be furnished by the Assignee, and
(c) in the case of the Assignor,
GS Mortgage Securities Corp.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Tel.: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxxxxx Xxxxx Mortgage Company
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
or such other address as may hereafter be furnished by the Assignor.
13. Counterparts.
This Assignment Agreement may be executed in counterparts, each of
which when so executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same instrument.
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14. Definitions.
Any capitalized term used but not defined in this Assignment
Agreement has the meaning assigned thereto in the Servicing Agreement or the
Trust Agreement, as applicable.
15. Third-Party Beneficiary.
The parties agree that the Trustee is intended to be, and shall have
the rights of, a third party beneficiary of this Assignment Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement the day and year first above written.
XXXXXXX XXXXX MORTGAGE COMPANY,
a New York limited partnership
By: Xxxxxxx Sachs Real Estate Funding
Corp., its general partner
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Managing Director
GS MORTGAGE SECURITIES CORP.
By: /s/ Xxxxxxxx Xxxx
---------------------------------
Name: Xxxxxxxx Xxxx
Title: VIce President
XXXXX FARGO BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
Xxxxx Fargo Step 1 AAR
Exhibit A
Mortgage Loan Schedule
[On File with the Securities Administrator as provided by the Depositor]
Exhibit B
Second Amended and Restated Master Seller's Warranties and Servicing Agreement
[On File with the Depositor]
