Exhibit 99.9
EXECUTION COPY
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GSAA HOME EQUITY TRUST 2006-20
ASSET-BACKED CERTIFICATES
SERIES 2006-20
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
December 29, 2006
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this "Assignment
Agreement") made this 29th day of December, 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
December 1, 2006 (the "Trust Agreement"), among GS Mortgage Securities Corp.,
as depositor, U.S. Bank National Association, as trustee (in such capacity,
the "Trustee") and as a custodian, Deutsche Bank National Trust Company, as a
custodian, The Bank of New York Trust Company, National Association, as a
custodian, and Xxxxx Fargo Bank, National Association, as master servicer (in
such capacity, the "Master Servicer"), and as securities administrator, 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 a breach by the Company of the representations and warranties
set forth is Sections 3.2(ix), 3.2(xxxii) and 3.2(xxxix) of this Agreement.
(e) Section 10.1 (ii) shall be amended as follows by adding the
following after the word "Agreement":
"(except for noncompliance with Sections 13.4 or 13.5 of this Agreement
that will result in an automatic default)".
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
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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 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.
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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 5.7, 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) 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
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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,
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),
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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.
(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
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obligations of the Servicer to cure any breach or repurchase such Mortgage
Loan under the terms of the Servicing Agreement with respect to such Mortgage
Loan. In the event of a repurchase or substitution of any Mortgage Loan by the
Assignor, the Assignee shall promptly deliver to the Assignor or its designee
the related Mortgage File and shall assign to the Assignor all of the
Assignee's rights under the Servicing Agreement, but only insofar as such
Servicing Agreement relates to such Mortgage Loan.
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.
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EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES
ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS ASSIGNMENT
AGREEMENT, OR ANY OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
ORAL OR WRITTEN), OR ACTIONS OF SUCH PARTY. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS ASSIGNMENT AGREEMENT.
12. Notices. Any notices or other communications permitted or required
hereunder or under the 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 and
Master Servicer are 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/ Xxxx X. Xxxxx
---------------------------------------
Name: Xxxx X. Xxxxx
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
Sun Trust 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":
APPLICABLE
SERVICING
SERVICING CRITERIA CRITERIA
------------------------------------------------------------------------------------------------------
Reference Criteria
------------------------------------------------------------------------------------------------------
General Servicing Considerations
Policies and procedures are instituted to monitor any performance
or other triggers and events of default in accordance with the
1122(d)(1)(i) transaction agreements. X
If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
1122(d)(1)(ii) activities. X
Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii) back-up servicer for the mortgage loans are maintained.
A fidelity bond and errors and omissions policy is in effect
on the party participating in the servicing function
throughout the reporting period in the amount of coverage
required by and otherwise in accordance with the terms of
1122(d)(1)(iv) the transaction agreements X
Cash Collection and Administration
Payments on mortgage loans are deposited into the
appropriate custodial bank accounts and related bank
clearing accounts no more than two business days following
receipt, or such other number of days specified in the
1122(d)(2)(i) transaction agreements. X
Disbursements made via wire transfer on behalf of an
obligor or to an investor are made only by authorized
1122(d)(2)(ii) personnel. X
Advances of funds or guarantees regarding collections,
cash flows or distributions, and any interest or other fees
charged for such advances, are made, reviewed and approved
1122(d)(2)(iii) as specified in the transaction agreements. X
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 X respect to commingling of cash) as set forth in the
1122(d)(2)(iv) transaction agreements. X
Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally
insured depository institution" with respect to a foreign
financial institution means a foreign financial institution
that meets the requirements of Rule X 13k-1(b)(1) of the
1122(d)(2)(v) Securities Exchange Act. X
Unissued checks are safeguarded so as to prevent unauthorized
1122(d)(2)(vi) access. X
Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
1122(d)(2)(vii) specified in the transaction agreements. X
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Reference Criteria
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Investor Remittances and Reporting
Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
1122(d)(3)(i) Servicer. X
Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and other
1122(d)(3)(ii) terms set forth in the transaction agreements. X
Disbursements made to an investor are posted within two
business days to the Servicer's investor records, or such
1122(d)(3)(iii) other number of days specified in the transaction agreements. X
Amounts remitted to investors per the investor reports agree
with cancelled checks, or other form of payment, or custodial
1122(d)(3)(iv) bank statements X
Pool Asset Administration
Collateral or security on mortgage loans is maintained as
required by the transaction agreements or related mortgage loan
1122(d)(4)(i) documents. X
Mortgage loan and related documents are safeguarded as required
1122(d)(4)(ii) by the transaction agreements X
Any additions, removals or substitutions to the asset pool
are made, reviewed and approved in accordance with any
1122(d)(4)(iii) conditions or requirements in the transaction agreements. X
Payments on mortgage loans, including any payoffs, made in
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
1122(d)(4)(iv) other items (e.g., escrow) in accordance with the related mortgage
loan documents. X
The Servicer's records regarding the mortgage loans agree
with the Servicer's records with respect to an obligor's
1122(d)(4)(v) unpaid principal balance. X
Changes with respect to the terms or status of an obligor's
mortgage loans (e.g., loan modifications or re-agings) are
made, reviewed and approved by authorized personnel in accordance
with the transaction agreements and related pool asset
1122(d)(4)(vi) documents. X
Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures
and repossessions, as applicable) are initiated, conducted
and concluded in accordance with the timeframes or other requirements
1122(d)(4)(vii) established by the transaction agreements. X
Records documenting collection efforts are maintained
during the period a mortgage loan is delinquent in
accordance with the transaction agreements. Such records
are maintained on at least a monthly basis, or such other
period specified in the transaction agreements, and
describe the entity's activities in monitoring delinquent
mortgage loans including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency
1122(d)(4)(viii) is deemed temporary (e.g., illness or unemployment). X
Adjustments to interest rates or rates of return for
mortgage loans with variable rates are computed based on
1122(d)(4)(ix) the related mortgage loan documents. X
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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): (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
1122(d)(4)(x) number of days specified in the transaction agreements. X
Payments made on behalf of an obligor (such as tax or
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the
appropriate bills or notices for such payments, provided
that such support has been received by the servicer at
least 30 calendar days prior to these dates, or such
1122(d)(4)(xi) other number of days specified in the transaction agreements. X
(
Any late payment penalties in connection with
any payment to be made on behalf of an obligor are paid
from the servicer's funds and not charged to the obligor,
unless the late payment was due to the obligor's error
1122(d)(4)(xii) or omission. X
Disbursements made on behalf of an obligor are posted within
two business days to the obligor's records maintained by the
servicer, or such other number of days specified in the
1122(d)(4)(xiii) transaction agreements. X
Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
1122(d)(4)(xiv) agreements. X
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
[Servicer]
Date: _________________________
By:
Name: ________________________________
Title: ________________________________
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