Execution Copy
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Exhibit 99.9
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
among
XXXXXXX XXXXX MORTGAGE COMPANY,
as Assignor
GS MORTGAGE SECURITIES CORP.,
as Assignee
and
GREENPOINT MORTGAGE FUNDING, INC.
as Servicer
Dated as of
February 24, 2006
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment Agreement") made this 24th day of February, 2006, among GreenPoint
Mortgage Funding, Inc., (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 (i)
the Servicing Agreement, dated as of November 1, 2005 (the "Servicing
Agreement"), and (ii) the Amended and Restated Master Mortgage Loan Purchase
Agreement, dated as of November 1, 2005 (the "Sale 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 Sale 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 February 1, 2006 (the "Trust Agreement"), among GS Mortgage
Securities Corp., as depositor, U.S. Bank National Association, as trustee (the
"Trustee") and as a custodian, Deutsche Bank National Trust Company, as a
custodian and JPMorgan Chase Bank, National Assocation, as master servicer (in
such capacity, the "Master Servicer"), securities administrator and 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,
the Servicing Agreement and the Sale 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), and
the Assignee hereby assumes all of the Assignor's obligations under the
Servicing Agreement and the Sale 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 and the Sale
Agreement from and after the date hereof, to the extent relating to the Mortgage
Loans.
(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 respective
dates of the Servicing Agreement and the Sale 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 "Repurchase Price" in Article I of
the shall be amended by deleting the definition in its entirety and replacing
it with the following:
Repurchase Price: With respect to any Mortgage Loan, a price
equal to (i) the Stated Principal Balance of the Mortgage Loan as of the date of
repurchase plus (ii) interest on such Stated Principal Balance at the Mortgage
Loan Remittance Rate from the last date through which interest has been paid and
distributed to the Purchaser to the last day of the month in which the
repurchase occurs, less amounts received or advanced in respect of such
repurchased Mortgage Loan which such amounts are being held in the Custodial
Account for distribution in the month of repurchase plus (iii) with respect to
any Mortgage Loan included in a Securitization Transaction, damages incurred by
the Purchaser or its assignee including the trust in any securitization in
connection with any violation by such Mortgage Loan of any predatory or abusive
lending law.
(b) The definition of "Remittance Date" in Article I of the
shall be amended by deleting the definition in its entirety and replacing it
with the following:
"With respect to each Mortgage Loan: the eighteenth (18th) day
of any month, beginning with the eighteenth (18th) day of the month next
following the month in which the related Cut-off Date occurs, or if such
eighteenth (18th) day is not a Business Day, the immediately preceding Business
Day."
(c) The second paragraph of Section 3.13(c) shall be
deleted in its entirety and replaced with:
"The Servicer shall use its best efforts to dispose of the REO
Property as soon as possible and shall sell such REO Property in any event
within three years after title has been taken to such REO Property, not later
than the end of the third taxable year after the year of its acquisition unless
(i) (A) a REMIC election has not been made with respect to the arrangement under
which the Mortgage Loans and the REO Property are held, and (ii) the Servicer
determines, and gives an appropriate notice to the Owner to such effect, that a
longer period is necessary for the orderly liquidation of such REO Property. If
a period longer than three years is permitted under the foregoing sentence and
is necessary to sell any REO Property, (i) the Servicer shall report monthly to
the Owner as to the progress being made in selling such REO Property, (ii) the
Servicer shall obtain an extension from the Internal Revenue Service and (iii)
if, with the written consent of the Owner, a purchase money mortgage is taken in
connection with such sale, such purchase money mortgage shall name the Servicer
as mortgagee, and such purchase money mortgage shall not be held pursuant to
this Agreement, but instead a separate
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participation agreement among the Servicer and Owner shall be entered into with
respect to such purchase money mortgage."
(d) Section 4.1(b) shall be amended by deleting it in its
entirety and replacing it with the following:
With respect to any remittance to the Owner made by the
Servicer after the date such remittance was due, the Servicer shall pay to the
Owner interest on such late remittance at an annual rate equal to Prime plus two
percent (2.0%), but in no event greater than the maximum amount permitted by
applicable law. Such interest shall be deposited in the Custodial Account by the
Servicer on the date such late remittance is made and shall cover the period
commencing with the day immediately following the Remittance Date and ending
with the Business Day on which such late remittance is made, both inclusive.
Such interest shall be remitted along with such late remittance. The payment by
the Servicer of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Servicer.
(e) Section 5.4(a) shall be amended by replacing the words
"March 15" with the words "February 28 (provided that if, February 28 is not a
Business Day the immediately preceding Business Day).";
(f) Section 5.4(b) shall be amended by replacing the words
"March 15" with the words "February 28 (provided that if, February 28 is not a
Business Day the immediately preceding Business Day).";
(g) Section 5.5 shall be amended by replacing the words
"March 15" with the words "February 28 (provided that if, February 28 is not a
Business Day the immediately preceding Business Day)"
(h) Section 6.1 shall be amended by deleting the first
paragraph of Section 6.1 and replacing it with the following:
"Subject to Section 6.3, the Servicer agrees to indemnify and
hold harmless the Owner or Master Servicer, as applicable, against any and all
Losses that the Owner or Master Servicer may sustain in any way related to the
failure of such Servicer to service the Mortgage Loans in compliance with the
terms of this Agreement; provided, however, the Servicer shall not be liable
hereunder (a) to the extent such Losses directly result from the Custodian's
negligent action, negligent failure to act, bad faith, willful misconduct or
breach under the Custodial Agreement, dated as of April 1, 2004, among the Owner
and the Custodian, (b) with respect to any action or inaction in accordance with
the direction or consent of the Owner or (c) resulting from the Owner's failure
to respond to a request by the Servicer for direction or consent in accordance
with Section 3.1(c) hereof. The Servicer shall immediately notify the Owner and
the Master Servicer, if a claim is made by a third party with respect to this
Agreement or the Mortgage Loans. The Servicer shall assume (with the written
notification to the Owner or Master Servicer, as applicable) the defense of any
such claim and pay all reasonable expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against the Servicer, the Owner or the Master Servicer,
subject to limitation pursuant to this Section 6.1, in respect of such claim.
The Servicer
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shall follow any written instructions received from the Owner or
the Master Servicer, as applicable, in connection with any such claim and the
Owner or the Master Servicer, as applicable, shall promptly reimburse the
Servicer for all amounts reasonably advanced by it pursuant to the preceding
sentence, except when the claim (a) is related to the Servicer's obligations to
indemnify the Owner or Master Servicer pursuant hereto, (b) results from the
failure of the Servicer to service the Mortgage Loans in compliance with the
terms of this Agreement or (c) results from the Servicer's willful misconduct,
bad faith or negligence in performing its duties under this Agreement."
(i) Section 7.1 shall be amended as follows:
(i) Subsection (ii) of Section 7.1 shall be deleted in
its entirety and replaced with the following:
"failure by the Servicer duly to observe or perform in any
material respect any of the covenants or agreements on the part of the Servicer
set forth in this Agreement (other than those listed in subsection (i) and
subsection (x) of this Section 7.1) which continues unremedied for a period of
30 days after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Servicer by the Owner or by
the Custodian; or"; and
(ii) A new subsection (x) shall be added immediately
following subsection (ix) which shall be as follows:
"failure by the Servicer duly to observe or perform in any
material respect any of the covenants or agreements on the part of the Servicer
set forth in Section 5.4 of this Agreement which continues unremedied for a
period of 15 days after the date on which written notice of such failure,
requiring the same to be remedied shall have been given to the Servicer."
(iii) The words "thirty (30) Business Days" in the third
sentence of Section 7.1 shall be deleted and replaced with the words "thirty
calendar days"
(j) Section 8.2(a) shall be amended by deleting the words
"30 days'" from the first sentence of the first paragraph thereof.
(k) Section 9.1(b) shall be deleted in its entirety and
replaced with the following:
"The Servicer shall deliver to the successor (i) the funds in
the Custodial Account and the Escrow Account to which the Owner is entitled
pursuant to the terms of this Agreement, (ii) all other funds to which the Owner
is entitled pursuant to the terms of this Agreement net of any unreimbursed
Advances and (iii) all other amounts which may thereafter be received with
respect to the Mortgage Loans and to which the Servicer is not entitled pursuant
to the terms of this Agreement within two Business Days of receiving notice of
the appointment of such successor servicer. The Servicer shall deliver all
Collateral Files and Servicing Files and related documents and statements held
by it hereunder within thirty calendar days of receiving notice of the
appointment of a successor servicer. The Servicer shall account for all funds
and shall execute and deliver such instruments and do such other things as may
reasonably be required to
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more fully and definitively vest in the successor all such rights, powers,
duties, responsibilities, obligations and liabilities of the Servicer."
3. 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) attached hereto as Exhibit 3 is a true, accurate and complete copy of the
Sale Agreement, (iii) each of the Servicing Agreement and the Sale Agreement is
in full force and effect as of the date hereof, (iv) except as provided in
Section 2 above, each of the Servicing Agreement and the Sale Agreement has not
been amended or modified in any respect and (v) no notice of termination has
been given to the Servicer under the Servicing Agreement or the Sale Agreement.
The Servicer, in its capacity as seller and/or servicer under the Servicing
Agreement, further represents and warrants that the representations and
warranties contained in Section 2.1 of the Servicing Agreement are true and
correct as of the Closing Date (as such term is defined in the Servicing
Agreement) and the representations and warranties regarding the Mortgage Loans
contained in Section 3.02 of the Sale Agreement were true and correct as of the
Closing Date (as such term is defined in the Sale Agreement).
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 to the contrary, shall
service all of the Mortgage Loans for the benefit of the Assignee pursuant to
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, the Sale
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 and
the Sale Agreement.
(c) Enforceability. The Assignee hereto represents and
warrants that this Assignment Agreement has been duly authorized, executed and
delivered by it and (assuming due authorization, execution and delivery thereof
by each of the other parties hereto) constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms, except as such enforcement
may be limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
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6. Representations and Warranties of the Assignor. The
Assignor hereby represents and warrants to the Assignee as follows:
(a) Organization. The Assignor has been duly organized and
is validly existing as a limited partnership in good standing under the laws of
the State of New York with full power and authority (corporate and other) to
enter into and perform its obligations under the Servicing Agreement, the Sale
Agreement and this Assignment Agreement.
(b) Enforceability. This Assignment Agreement has been duly
executed and delivered by the Assignor, and, assuming due authorization,
execution and delivery by each of the other parties hereto, constitutes a legal,
valid, and binding agreement of the Assignor, enforceable against it in
accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium, or other similar laws affecting creditors' rights generally and to
general principles of equity regardless of whether enforcement is sought in a
proceeding in equity or at law.
(c) No Consent. The execution, delivery and performance by
the Assignor of this Assignment Agreement and the consummation of the
transactions contemplated hereby do not require the consent or approval of, the
giving of notice to, the registration with, or the taking of any other action
in respect of, any state, federal or other governmental authority or agency,
except such as has been obtained, given, effected or taken prior to the date
hereof.
(d) Authorization; No Breach. The execution and delivery of
this Assignment Agreement have been duly authorized by all necessary corporate
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.
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(b) Releases. The Assignor has not satisfied, canceled or
subordinated in whole or in part, or rescinded any Mortgage, and the Assignor
has not released the related Mortgaged Property from the lien of any Mortgage,
in whole or in part, nor has the Assignor executed an instrument that would
effect any such release, cancellation, subordination, or rescission. The
Assignor has not released any Mortgagor, in whole or in part, except in
connection with an assumption agreement or other agreement approved by the
related federal insurer, to the extent such approval was required.
(c) Compliance with Applicable Laws. With respect to each
Mortgage Loan, any and all requirements of any federal, state or local law
including, without limitation, usury, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity, predatory and
abusive lending or disclosure laws applicable to such Mortgage Loan, including
without limitation, any provisions relating to prepayment charges, have been
complied with.
(d) High Cost. No Mortgage Loan is categorized as "High
Cost" pursuant to the then-current Standard & Poor's Glossary for File Format
for LEVELS(R) Version 5.6(c), 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 such Sale Agreement to the date hereof that would cause any of the
representations and warranties relating to such Mortgage Loan set forth in
Section 3.02 of the Sale 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
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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(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 Sale 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. 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 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 Sale Agreement or, in
limited circumstances (as set forth below), substitute such mortgage loan for a
Substitute Mortgage Loan (as defined below). Notwithstanding the foregoing,
however, if such breach is a Qualification Defect as defined in the Sale
Agreement, such cure or repurchase must take place within 60 days of discovery
of such Qualification Defect.
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 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 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
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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 90 days from the date on which it is notified of the breach.
In the event of any repurchase or substitution of any Mortgage
Loan by the Assignor hereunder, the Assignor shall succeed to the rights of the
Assignee to enforce the obligations of the Servicer to cure any breach or
repurchase such Mortgage Loan under the terms of the Servicing Agreement with
respect to such Mortgage Loan. In the event of a repurchase or substitution of
any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the
Assignor or its designee the related Mortgage File and shall assign to the
Assignor all of the Assignee's rights under the Servicing Agreement, but only
insofar as such Servicing Agreement relates to such Mortgage Loan.
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 8, 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 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 3.02 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.
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9. Continuing Effect. Except as contemplated hereby, the
Servicing Agreement and the Sale Agreement shall remain in full force and
effect in accordance with their respective terms.
10. Governing Law.
THIS ASSIGNMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF).
EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS ASSIGNMENT AGREEMENT, OR ANY OTHER DOCUMENTS AND INSTRUMENTS EXECUTED
IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN), OR ACTIONS OF SUCH PARTY. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS ASSIGNMENT AGREEMENT.
11. Notices. Any notices or other communications permitted
or required hereunder or under the Servicing Agreement or the Sale 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,
GreenPoint Mortgage Funding, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx Xxxxx
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.
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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,
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.
12. 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.
13. Definitions. Any capitalized term used but not
defined in this Assignment Agreement has the meaning assigned thereto in the
Servicing Agreement.
14. 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.
11
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment Agreement the day and year first above written.
XXXXXXX SACHS MORTGAGE
COMPANY
By: Xxxxxxx Xxxxx Real Estate Funding
Corp., its General Partner
By: /s/ Xxxxxxxx Xxxx
Name: Xxxxxxxx Xxxx
Title: Vice President
GS MORTGAGE SECURITIES CORP.
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Vice President
GREENPOINT MORTGAGE FUNDING, INC.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
GreenPoint 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
[See Exhibit 99.9 as filed with the Commission on February 14, 2006]
2-1
EXHIBIT 3
Sale Agreement
[See Exhibit 99.9 as filed with the Commission on February 14, 2006]
3-1
