Exhibit 99.12
EXECUTION COPY
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
among
XXXXXXX XXXXX MORTGAGE COMPANY,
as Assignor
GS MORTGAGE SECURITIES CORP.,
as Assignee
and
SUNTRUST MORTGAGE, INC.,
as Servicer
Dated as of
August 25, 2006
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this "Assignment
Agreement") made this 25th day of August, 2006, among SunTrust Mortgage, Inc.
("SunTrust" or the "Servicer"), GS Mortgage Securities Corp., as assignee (the
"Assignee") and Xxxxxxx Sachs Mortgage Company, as assignor (the "Assignor").
WHEREAS, the Assignor and the Servicer have entered into the Amended
and Restated Flow Seller's Warranties and Servicing Agreement, dated as of
December 1, 2005, as amended by Amendment No. 1 to the Amended and Restated Flow
Seller's Warranties and Servicing Agreement, dated as of July 1, 2006 (the
"Servicing Agreement") pursuant to which the Servicer sold to the Assignor
certain mortgage loans listed on the mortgage loan schedule attached as an
exhibit to the Servicing Agreement;
WHEREAS, the Assignee has agreed on certain terms and conditions to
purchase from the Assignor certain of the mortgage loans (the "Mortgage Loans"),
which are subject to the provisions of the Servicing Agreement and are listed on
the mortgage loan schedule attached as Exhibit 1 hereto (the "Mortgage Loan
Schedule"); and
WHEREAS, pursuant to a Master Servicing and Trust Agreement, dated
as of August 1, 2006 (the "Trust Agreement"), among GS Mortgage Securities
Corp., as depositor, LaSalle Bank National Association, as trustee (the
"Trustee"), Deutsche Bank National Trust Company, as a custodian, U.S. Bank
National Associastion, JPMorgan Chase Bank, National Association, as a custodian
and Xxxxx Fargo Bank, National Association, as master servicer (in such
capacity, the "Master Servicer"), securities administrator and as a custodian,
the Assignee will transfer the Mortgage Loans to the Trustee, together with the
Assignee's rights under the Servicing Agreement, to the extent relating to the
Mortgage Loans (other than the rights of the Assignor (and if applicable its
affiliates, officers, directors and agents) to indemnification thereunder).
NOW THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Assignment and Assumption.
(a) The Assignor hereby assigns to the Assignee 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.
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
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. Accuracy of Servicing Agreement. The Servicer and the Assignor
represent and warrant to the Assignee that (i) attached hereto as Exhibit 2 is a
true, accurate and complete copy of the 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 as to the Mortgage
Loans and (iv) no notice of termination has been given to the Servicer under the
Servicing Agreement.
3. 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 defined term "Custodial Account" in Article I, Section 1.1
will be deleted in its entirety and replaced with the following:
"Custodial Account: The separate Eligible Account or Eligible
Accounts created and maintained pursuant to Section 4.4."
(b) the defined term "Escrow Account" in Article I, Section 1.1 will
be deleted in its entirety and replaced with the following:
"Escrow Account: The separate Eligible Account or Eligible Accounts
created and maintained pursuant to Section 4.6."
(c) a new defined term "Eligible Account" will be added to Article
I, Section 1.1 after the term "Due Period" as follows:
"Eligible Account: An account or accounts maintained with a
Qualified Depository."
(d) the defined term "Repurchase Price" in Article I, Section 1.1
will be deleted in its entirety and replaced with the following:
Repurchase Price: A price equal to (i) the Scheduled Principal
Balance of the Mortgage Loan plus (ii) interest on such Scheduled Principal
Balance at the Mortgage Loan Remittance Rate from the date on which interest has
last been paid and distributed to the Purchaser to the last day of the month of
repurchase, less amounts received or advanced in respect of such repurchased
Mortgage Loan which are being held in the Custodial Account for distribution in
the month of repurchase, to the extent such amounts are actually paid to the
Purchaser upon the repurchase of the related Mortgage Loan plus (iii) any costs
and damages
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incurred by the trust in the applicable Securitization Transaction in connection
with any violation by the applicable Mortgage Loan of any predatory or abusive
lending law.
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 shall service the Mortgage Loans for the benefit of the Assignee
pursuant to the Servicing Agreement, as modified by this Assignment Agreement,
the terms of which are incorporated herein by reference. It is the intention of
the Assignor, Servicer and Assignee that the Servicing Agreement shall be
binding upon and inure to the benefit of the Servicer and the Assignee and their
successors and assigns.
5. Representations and Warranties of the Assignee. The Assignee
hereby represents and warrants to the Assignor as follows:
(a) Decision to Purchase. The Assignee 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 is duly and legally authorized to enter
into this Assignment Agreement and to perform its obligations hereunder and
under the Servicing Agreement.
(c) Enforceability. 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 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.
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(c) No Consent. The execution, delivery and performance by the
Assignor of this Assignment Agreement and the consummation of the transactions
contemplated hereby do not require the consent or approval of, the giving of
notice to, the registration with, or the taking of any other action in respect
of, any state, federal or other governmental authority or agency, except such as
has been obtained, given, effected or taken prior to the date hereof.
(d) Authorization; No Breach. The execution and delivery of this
Assignment Agreement have been duly authorized by all necessary partnership
action on the part of the Assignor; neither the execution and delivery by the
Assignor of this Assignment Agreement, nor the consummation by the Assignor of
the transactions herein contemplated, nor compliance by the Assignor with the
provisions hereof, will conflict with or result in a breach of, or constitute a
default under, any of the provisions of the governing documents of the Assignor
or any law, governmental rule or regulation or any material judgment, decree or
order binding on the Assignor or any of its properties, or any of the provisions
of any material indenture, mortgage, deed of trust, contract or other instrument
to which the Assignor is a party or by which it is bound.
(e) Actions; Proceedings. There are no actions, suits or proceedings
pending or, to the knowledge of the Assignor, threatened, before or by any
court, administrative agency, arbitrator or governmental body (A) with respect
to any of the transactions contemplated by this Assignment Agreement or (B) with
respect to any other matter that in the judgment of the Assignor will be
determined adversely to the Assignor and will, if determined adversely to the
Assignor, materially adversely affect its ability to perform its obligations
under this Assignment Agreement.
7. Additional Representations and Warranties of the Assignor With
Respect to the Mortgage Loans. The Assignor hereby represents and warrants to
the Assignee as follows:
(a) Prior Assignments; Pledges. Except for the sale to the Assignee,
the Assignor has not assigned or pledged any Mortgage Note or the related
Mortgage or any interest or participation therein.
(b) Releases. The Assignor has not satisfied, canceled or
subordinated in whole or in part, or rescinded any Mortgage, and the Assignor
has not released the related Mortgaged Property from the lien of any Mortgage,
in whole or in part, nor has the Assignor executed an instrument that would
effect any such release, cancellation, subordination, or rescission. The
Assignor has not released any Mortgagor, in whole or in part, except in
connection with an assumption agreement or other agreement approved by the
related federal insurer, to the extent such approval was required.
(c) Compliance with Applicable Laws. With respect to each Mortgage
Loan, any and all requirements of any federal, state or local law including,
without limitation, usury, truth-in-lending, real estate settlement procedures,
consumer credit protection, equal credit opportunity, predatory and abusive
lending or disclosure laws applicable to such Mortgage Loan, including without
limitation, any provisions relating to prepayment charges, have been complied
with.
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(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(e), 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 Compnay (three of the credit repositories), on a monthly basis.
(g) Arbitration. With respect to any Mortgage Loan originated on or
after August 1, 2004, neither the related Mortgage nor the related Mortgage Note
requires the Mortgagor to submit to arbitration to resolve any dispute arising
out of or relating in any way to any of the transactions contemplated by this
Assignment Agreement.
(h) Bring Down. To the Assignor's knowledge, with respect to each
Mortgage Loan, no event has occurred from and after the closing date set forth
in such Servicing Agreement to the date hereof that would cause any of the
representations and warranties relating to such Mortgage Loan set forth in
Section 3.2 of the Servicing Agreement to be untrue in any material respect as
of the date hereof as if made on the date hereof. With respect to those
representations and warranties which are made to the best of the Assignor's
knowledge, if it is discovered by the Assignor that the substance of such
representation and warranty is inaccurate, notwithstanding the Assignor's lack
of knowledge with respect to the substance of such representation and warranty,
such inaccuracy shall be deemed a breach of the applicable representation and
warranty.
It is understood and agreed that the representations and warranties
set forth in Sections 6 and 7 shall survive delivery of the respective mortgage
loan documents to the Assignee or its designee and shall inure to the benefit of
the Assignee and its assigns notwithstanding any restrictive or qualified
endorsement or assignment. Upon the discovery by the Assignor or the Assignee
and its assigns of a breach of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice to the other
parties to this Assignment Agreement, and in no event later than two (2)
Business Days from the date of such discovery. It is understood and agreed that
the obligations of the Assignor set forth in Section 8 to repurchase or, in
limited circumstances, substitute a Mortgage Loan constitute the sole remedies
available to the Assignee and its assigns on their behalf respecting a breach of
the representations and warranties contained in Sections 6 and 7. It is further
understood and agreed that, except as specifically set forth in Sections 6 and
7, the Assignor shall be deemed not to have made the representations and
warranties in Section 7(h) with respect to, and to the extent of,
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representations and warranties made, as to the matters covered in Section 7(h),
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. (a) The Servicer
hereby represents and warrants to the Assignee that, to the extent the Mortgage
Loans will be part of a REMIC, the Servicer shall service the Mortgage Loans and
any real property acquired upon default thereof (including, without limitation,
making or permitting any modification, waiver or amendment of any term of any
Mortgage Loan) in accordance with the Servicing Agreement, but in no event in a
manner that would (a) cause the REMIC to fail to qualify as a REMIC or (b)
result in the imposition of a tax upon the REMIC (including, but not limited to,
the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code,
the tax on contributions to a REMIC set forth in Section 860G(d) of the Code and
the tax on "net income from foreclosure property" as set forth in Section
860G(c) of the Code).
(b) Notwithstanding anything to the contrary in the Servicing
Agreement, on or before March 15 of each calendar year, commencing in 2007, the
Servicer shall deliver to the Purchaser, the Master Servicer and the Depositor a
report (in form and substance reasonably satisfactory to the Purchase, the
Master Servicer and the Depositor) regarding the Servicer's assessment of
compliance with the Servicing Criteria during the immediately preceding calendar
year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item
1122 of Regulation AB. Such report shall be addressed to the Purchaser, the
Master Servicer and the Depositor and signed by an authorized officer of the
Servicer, and shall address the "Applicable Servicing Criteria" set forth on
Exhibit 3 attached hereto as applicable.
9. Repurchase of Mortgage Loans. (a) To the extent that SunTrust is
required under the Servicing Agreement or any related agreement (other than this
Assignment Agreement) to which SunTrust and Assignor are parties to repurchase
any Mortgage Loan on account of an Early Payment Default, the Assignee shall be
entitled as a result of the assignments hereunder to enforce such obligation
directly against SunTrust as required by and in accordance with the Servicing
Agreement or such related agreement, as applicable. For purposes of this
Section, "Early Payment Default" shall mean any provision of the Servicing
Agreement or any related agreement to which SunTrust and Assignor are parties
that is designated as an "early payment default" provision or otherwise provides
for the repurchase of any Mortgage Loan in the event of a default in the first
scheduled payment (or any subsequent scheduled payment as specified in such
provision) that is due under such Mortgage Loan after the closing or other date
specified in such agreement. Notwithstanding the foregoing provisions of this
subsection (a), nothing contained herein shall obligate SunTrust to repurchase
any Mortgage Loan unless, and to the extent that, SunTrust is require to
repurchase such Mortgage Loan under the Servicing Agreement or any related
agreement (other than this Assignment Agreement) to which SunTrust and Assignor
are parties.
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(b) Upon discovery or notice of any breach by the Assignor of any
representation, warranty or covenant under this Assignment Agreement that
materially and adversely affects the value of any Mortgage Loan or the interest
of the Assignee therein (it being understood that any such defect or breach
shall be deemed to have materially and adversely affected the value of the
related Mortgage Loan or the interest of the Assignee therein if the Assignee
incurs a loss as a result of such defect or breach), the Assignee promptly shall
request that the Assignor cure such breach and, if the Assignor does not cure
such breach in all material respects within sixty (60) days from the date on
which it is notified of the breach, the Assignee may enforce the Assignor's
obligation hereunder to purchase such Mortgage Loan from the Assignee at the
Repurchase Price as defined in the Servicing Agreement or, in limited
circumstances (as set forth below), substitute a Substitute Mortgage Loan (as
defined below) for such Mortgage Loan. Notwithstanding the foregoing, however,
if such breach is a Qualification Defect as defined in the Servicing Agreement,
such cure or repurchase must take place within seventy-five (75) days after the
defect is discovered.
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 repurchase the affected Mortgage Loan from the Trust. If the Servicer
does not within sixty (60) 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 repurchase such Mortgage Loan, the Trustee shall be entitled to
enforce the obligations of the Assignor hereunder to cure such breach or to
repurchase such Mortgage Loan from the Trust or substitute for such Mortgage
Loan.
In addition, the Assignor shall have the option, but is not
obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with
respect to which the Servicer has breached a representation and warranty and is
obligated to repurchase such Mortgage Loan under the Servicing Agreement, by
removing such Mortgage Loan and substituting in its place a Substitute Mortgage
Loan or Loans, provided that any such substitution shall be effected not later
than ninety (90) days from the date on which it is notified of the breach.
In the event of any repurchase or substitution of any Mortgage Loan
by the Assignor hereunder, the Assignor shall succeed to the rights of the
Assignee to enforce the obligations of the Servicer to cure any breach or
repurchase such Mortgage Loan under the terms of the Servicing Agreement with
respect to such Mortgage Loan. In the event of a repurchase or substitution of
any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the
Assignor or its designee the related Mortgage File and shall assign to the
Assignor all of the
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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 by the Assignor with a Substitute Mortgage Loan.
"Substitute Mortgage Loan" A mortgage loan substituted by the
Assignor for a Deleted Mortgage Loan which must, on the date of such
substitution, (i) have an outstanding principal balance, after deduction of all
scheduled payments due in the month of substitution (or in the case of a
substitution of more than one mortgage loan for a Deleted Mortgage Loan, an
aggregate principal balance), not in excess of the Stated Principal Balance of
the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than and
not more than 2% per annum higher than that of the Deleted Mortgage Loan; (iii)
have a remaining term to maturity not greater than and not more than one year
less than that of the Deleted Mortgage Loan; (iv) be of the same type as the
Deleted Mortgage Loan (i.e., fixed rate or adjustable rate with same periodic
rate cap, lifetime rate cap, and index); and (v) comply with each representation
and warranty set forth in Section 3.2 of the Servicing Agreement.
"Substitution Adjustment Amount" means with respect to any Mortgage
Loan, the amount to be remitted by GSMC on the applicable Distribution Date
which is the positive difference, if any, obtained by subtracting the
outstanding principal balance of a Substitute Mortgage Loan or Loans as of the
date of substitution from 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 their
respective terms.
11. Governing Law.
THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS
ASSIGNMENT AGREEMENT, OR ANY OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN
CONNECTION HEREWITH, OR
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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,
SunTrust Mortgage, Inc.
0000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx-Xxxxxxx
Telephone (000) 000-0000
Facsimile: (000) 000-0000
or such other address as may hereafter be furnished by the
Servicer;
(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
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(c) in the case of the Assignor,
Xxxxxxx Sachs Mortgage Company
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
Tel.: (000) 000-0000
Fax: (000) 000-0000
or such other address as may hereafter be furnished by the
Assignor.
13. Counterparts. This Assignment Agreement may be executed in
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
instrument.
14. Definitions. Any capitalized term used but not defined in this
Assignment Agreement has the meaning assigned thereto in the Servicing
Agreement.
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 SACHS MORTGAGE
COMPANY, as Assignor
By: Xxxxxxx Xxxxx Real Estate Funding
Corp., its General Partner
By: /s/ Xxxxx Xxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
GS MORTGAGE SECURITIES CORP., as
Assignee
By: /s/ Xxxxxxxx Xxxx
-----------------------------------
Name: Xxxxxxxx Xxxx
Title: Vice President
SUNTRUST MORTGAGE, INC., as Servicer
By: /s/ Xxxxxxx Xxxxxx-Xxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxx-Xxxxxxx
Title: Vice President
SunTrust Step 1 AAR
EXHIBIT 1
Mortgage Loan Schedule
[On File with the Securities Administrator as provided by the Depositor]
1-1
EXHIBIT 2
Servicing Agreement
[On File with the Depositor]
2-1
EXHIBIT 3
Form of Servicing Matrix
Servicing Criteria to be Addressed in Assessment of Compliance
The assessment of compliance to be delivered by [the Company] [Name of
Subservicer] shall address, at a minimum, the criteria identified as below as
"Applicable Servicing Criteria":
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APPLICABLE SERVICING
SERVICING CRITERIA CRITERIA
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Reference Criteria
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General Servicing Considerations
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Policies and procedures are instituted to monitor any performance or other X
1122(d)(1)(i) triggers and events of default in accordance with the transaction agreements.
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If any material servicing activities are outsourced to third parties, policies X
and procedures are instituted to monitor the third party's performance and
1122(d)(1)(ii) compliance with such servicing activities.
----------------------- --------------------------
Any requirements in the transaction agreements to maintain a back-up servicer
1122(d)(1)(iii) for the mortgage loans are maintained.
----------------------- --------------------------
A fidelity bond and errors and omissions policy is in effect on the party X
participating in the servicing function throughout the reporting period in the
amount of coverage required by and otherwise in accordance with the terms of
1122(d)(1)(iv) the transaction agreements.
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Cash Collection and Administration
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Payments on mortgage loans are deposited into the appropriate custodial bank X
accounts and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the transaction
1122(d)(2)(i) agreements.
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Disbursements made via wire transfer on behalf of an obligor or to an investor X
1122(d)(2)(ii) are made only by authorized personnel.
----------------------- --------------------------
Advances of funds or guarantees regarding collections, cash flows or X
distributions, and any interest or other fees charged for such advances, are
1122(d)(2)(iii) made, reviewed and approved as specified in the transaction agreements.
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The related accounts for the transaction, such as cash reserve accounts or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth in the X
1122(d)(2)(iv) transaction agreements.
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Each custodial account is maintained at a federally insured depository X
institution as set forth in the transaction agreements. For purposes of this
criterion, "federally insured depository institution" with respect to a
foreign financial institution means a foreign financial institution that meets
1122(d)(2)(v) the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
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Unissued checks are safeguarded so as to prevent unauthorized access. X
1122(d)(2)(vi)
----------------------- --------------------------
Reconciliations are prepared on a monthly basis for all asset-backed X
securities related bank accounts, including custodial accounts and related
bank clearing accounts. These reconciliations are (A) mathematically accurate;
(B) prepared within 30 calendar days after the bank statement cutoff date, or
such other number of days specified in the transaction agreements; (C)
reviewed and approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction
1122(d)(2)(vii) agreements.
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APPLICABLE SERVICING
SERVICING CRITERIA CRITERIA
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Reference Criteria
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Investor Remittances and Reporting
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Reports to investors, including those to be filed with the Commission, are X
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with the terms
specified in the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with investors' or the
trustee's records as to the total unpaid principal balance and number of
1122(d)(3)(i) mortgage loans serviced by the Servicer.
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Amounts due to investors are allocated and remitted in accordance with X
timeframes, distribution priority and other terms set forth in the transaction
1122(d)(3)(ii) agreements.
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Disbursements made to an investor are posted within two business days to the
Servicer's investor records, or such other number of days specified in the X
1122(d)(3)(iii) transaction agreements.
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Amounts remitted to investors per the investor reports agree with cancelled X
1122(d)(3)(iv) checks, or other form of payment, or custodial bank statements.
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Pool Asset Administration
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Collateral or security on mortgage loans is maintained as required by the X
1122(d)(4)(i) transaction agreements or related mortgage loan documents.
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Mortgage loan and related documents are safeguarded as required by the X
1122(d)(4)(ii) transaction agreements
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Any additions, removals or substitutions to the asset pool are made, reviewed X
and approved in accordance with any conditions or requirements in the
1122(d)(4)(iii) transaction agreements.
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Payments on mortgage loans, including any payoffs, made in accordance with the X
related mortgage loan documents are posted to the Servicer's obligor records
maintained no more than two business days after receipt, or such other number
of days specified in the transaction agreements, and allocated to principal,
interest or other items (e.g., escrow) in accordance with the related mortgage
1122(d)(4)(iv) loan documents.
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The Servicer's records regarding the mortgage loans agree with the Servicer's X
1122(d)(4)(v) records with respect to an obligor's unpaid principal balance.
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Changes with respect to the terms or status of an obligor's mortgage loans X
(e.g., loan modifications or re-agings) are made, reviewed and approved by
authorized personnel in accordance with the transaction agreements and related
1122(d)(4)(vi) pool asset documents.
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Loss mitigation or recovery actions (e.g., forbearance plans, modifications X
and deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance with the
1122(d)(4)(vii) timeframes or other requirements established by the transaction agreements.
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Records documenting collection efforts are maintained during the period a X
mortgage loan is delinquent in accordance with the transaction agreements.
Such records are maintained on at least a monthly basis, or such other period
specified in the transaction agreements, and describe the entity's activities
in monitoring delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency is deemed
1122(d)(4)(viii) temporary (e.g., illness or unemployment).
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Adjustments to interest rates or rates of return for mortgage loans with X
1122(d)(4)(ix) variable rates are computed based on the related mortgage loan documents.
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APPLICABLE SERVICING
SERVICING CRITERIA CRITERIA
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Reference Criteria
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Regarding any funds held in trust for an obligor (such as escrow accounts): X
(A) such funds are analyzed, in accordance with the obligor's mortgage loan
documents, on at least an annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid, or credited, to
obligors in accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar days of full
repayment of the related mortgage loans, or such other number of days
1122(d)(4)(x) specified in the transaction agreements.
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Payments made on behalf of an obligor (such as tax or insurance payments) are X
made on or before the related penalty or expiration dates, as indicated on the
appropriate bills or notices for such payments, provided that such support has
been received by the servicer at least 30 calendar days prior to these dates,
1122(d)(4)(xi) or such other number of days specified in the transaction agreements.
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Any late payment penalties in connection with any payment to be made on behalf X
of an obligor are paid from the servicer's funds and not charged to the
1122(d)(4)(xii) obligor, unless the late payment was due to the obligor's error or omission.
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Disbursements made on behalf of an obligor are posted within two business days
to the obligor's records maintained by the servicer, or such other number of X
1122(d)(4)(xiii) days specified in the transaction agreements.
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Delinquencies, charge-offs and uncollectible accounts are recognized and X
1122(d)(4)(xiv) recorded in accordance with the transaction agreements.
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Any external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth in the
1122(d)(4)(xv) transaction agreements.
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[Servicer]
Date: _________________________
By:
Name: ________________________________
Title: ________________________________
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