ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GOLDMAN SACHS MORTGAGE COMPANY, as Assignor GS MORTGAGE SECURITIES CORP. as Assignee and COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer Dated as of July 1, 2006
EXECUTION
among
XXXXXXX
XXXXX MORTGAGE COMPANY,
as
Assignor
GS
MORTGAGE SECURITIES CORP.
as
Assignee
and
COUNTRYWIDE
HOME LOANS SERVICING LP,
as
Servicer
Dated
as of
July
1, 2006
This
Assignment, Assumption and Recognition Agreement (this “Assignment
Agreement”)
dated
as of July 1, 2006, among GS Mortgage Securities Corp., as assignee (the
“Assignee”),
Xxxxxxx Sachs Mortgage Company, a New York limited partnership (the
“Assignor”)
and
Countrywide Home Loans Servicing LP, as servicer (the “Servicer”):
WHEREAS,
the Assignor and Countrywide Home Loans, Inc. (the “Seller”)
have
entered into that certain Master Mortgage Loan Purchase Agreement, dated as
of
July 1, 2004, as amended (the “Sale
Agreement”),
between the Seller and the Assignor, pursuant to which the Seller sold to the
Assignor certain mortgage loans listed on the mortgage loan schedule attached
as
an exhibit to each Purchase Confirmation (as defined in the Sale
Agreement);
WHEREAS,
the Assignee has purchased from the Assignor, the Mortgage Loans (as defined
below) pursuant to that certain Assignment, Assumption and Recognition
Agreement, dated as of July 1, 2006, among the Assignor, the Assignee and the
Seller;
WHEREAS,
the Assignor and the Servicer have entered into that certain Servicing
Agreement, dated as of July 1, 2004, as amended (the “Servicing
Agreement”),
pursuant to which the Servicer agreed to service for the benefit of the Assignor
certain mortgage loans listed on the mortgage loan schedule attached as an
exhibit to the Purchase Confirmation (as defined in the Sale Agreement);
WHEREAS,
the Assignee has agreed on certain terms and conditions to purchase from the
Assignor, the Assignor’s rights and obligations under the Servicing Agreement,
with respect to certain of the mortgage loans (the “Mortgage
Loans”),
which
are subject to the provisions of the Servicing Agreement and the Sale Agreement
and are listed on the mortgage loan schedule attached as Exhibit
A
hereto;
and
WHEREAS,
pursuant to a Master Servicing and Trust Agreement, dated as of July 1, 2006
(the “Trust
Agreement”),
among
the Assignee, as depositor, U.S. Bank National Association, as trustee (the
“Trustee”),
Xxxxx
Fargo Bank, N.A., as master servicer (in such capacity, the “Master
Servicer”)
and
securities administrator (in such capacity, the “Securities
Administrator”)
and
Deutsche Bank National Trust Company, as custodian (the “Custodian”),
the
Assignee will transfer the Mortgage Loans to the Trustee, together with the
Assignee’s rights and obligations under the Servicing Agreement, to the extent
relating to the Mortgage Loans, and together with the Assignee’s rights and
obligations under the Sale Agreement, to the extent relating to the Mortgage
Loans (other than the rights of the Assignor 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:
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1. The
Assignor hereby grants, transfers and assigns to Assignee all of the right,
title, interest and obligations of Assignor, as Owner under the Servicing
Agreement, but only to the extent relating to the Mortgage Loans.
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 Sale
Agreement.
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 to the extent permitted by such
Servicing Agreement; provided,
however,
that
such amendment, modification or termination shall not affect or be binding
on
the Assignee.
2. 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, 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.
The
Servicer represents and warrants to the Assignee that (a) the Servicing
Agreement is in full force and effect as of the date hereof, (b) the
provisions thereof have not been waived, amended or modified in any respect,
nor
have any notices of termination been given thereunder, and (c) the Servicer
is servicing each Mortgage Loan pursuant to the terms of the Servicing
Agreement.
3. The
Assignee warrants and represents to, and covenants with, the Assignor and the
Servicer as follows:
(a) The
Assignee is duly organized, validly existing and in good standing under the
laws
of the jurisdiction of its organization, and has all requisite power and
authority to acquire, own and purchase the Mortgage Loans;
(b) The
Assignee has full power and authority to execute, deliver and perform under
this
Assignment Agreement, and to consummate the transactions set forth herein.
The
consummation of the transactions contemplated by this Assignment Agreement
is in
the ordinary course of the Assignee’s business and will not conflict with, or
result in a breach of, any of the terms, conditions or provisions of the
Assignee’s organizational documents, or any legal restriction, or any material
agreement or instrument to which the Assignee is now a party or by which it
is
bound, or result in the violation of any law, rule, regulation, order, judgment
or decree to which the Assignee or its property is subject. The execution,
delivery and performance by the Assignee of this Assignment Agreement, and
the
consummation by it of the transactions contemplated hereby, have been duly
authorized by all necessary corporate action of the Assignee. This Assignment
Agreement has been duly executed and delivered by the Assignee and constitutes
the valid and legally binding obligation of the Assignee enforceable against
the
Assignee in accordance with its respective terms except as enforceability
thereof may be limited by bankruptcy, insolvency, or reorganization or other
similar laws now or hereinafter in effect relating to creditor’s rights
generally and by general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or in law;
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(c) No
material consent, approval, order or authorization of, or declaration, filing
or
registration with, any governmental entity is required to be obtained or made
by
the Assignee in connection with the execution, delivery or performance by the
Assignee of this Assignment Agreement, or the consummation by it of the
transactions contemplated hereby; and
(d) The
Assignee agrees to be bound, as Owner, by all of the terms, covenants and
conditions of the Servicing Agreement and the Mortgage Loans, and from and
after
the date hereof, the Assignee assumes for the benefit of each of the Servicer
and the Assignor all of the Assignor’s obligations as Owner thereunder, with
respect to the Mortgage Loans.
4. The
Servicer warrants and represents to, and covenants with, the Assignee
that:
(a) The
Servicer is not a natural person or a general partnership and is duly organized,
validly existing and in good standing under the laws of the jurisdiction of
its
formation, and has all requisite power and authority to service the Mortgage
Loans;
(b) The
Servicer has full power and authority to execute, deliver and perform under this
Assignment Agreement, and to consummate the transactions set forth herein.
The
consummation of the transactions contemplated by this Assignment Agreement
is in
the ordinary course of the Servicer’s business and will not conflict with, or
result in a breach of, any of the terms, conditions or provisions of the
Servicer’s organizational documents, or any legal restriction, or any material
agreement or instrument to which the Servicer is now a party or by which it
is
bound, or result in the violation of any law, rule, regulation, order, judgment
or decree to which the Servicer or its property is subject. The execution,
delivery and performance by the Servicer of this Assignment Agreement, and
the
consummation by it of the transactions contemplated hereby, have been duly
authorized by all necessary action of the Servicer. This Assignment Agreement
has been duly executed and delivered by the Servicer and constitutes the valid
and legally binding obligation of the Servicer enforceable against the Servicer
in accordance with its respective terms except as enforceability thereof may
be
limited by bankruptcy, insolvency, or reorganization or other similar laws
now
or hereinafter in effect relating to creditors’ rights generally and by general
principles of equity, regardless of whether such enforceability is considered
in
a proceeding in equity or in law;
(c) No
material consent, approval, order or authorization of, or declaration, filing
or
registration with, any governmental entity is required to be obtained or made
by
the Servicer in connection with the execution, delivery or performance by the
Servicer of this Assignment Agreement, or the consummation by it of the
transactions contemplated hereby;
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(d) As
of the
date hereof, the Servicer is not in default under the Servicing Agreement;
and
(e) The
representations and warranties set forth in Section 2.1 (except with respect
to
Section 2.1(m)) of the Servicing Agreement are true and correct as of the date
hereof.
5. From
and
after the date hereof, the Servicer shall recognize the Assignee as the owner
of
the Mortgage Loans, and shall look solely to the Assignee for performance of
the
Assignor’s obligations under the Servicing Agreement that arise from and after
the date hereof with respect to the Mortgage Loans, provided that the Assignor
shall retain those obligations that arise prior to the date hereof.
6. Notice
Addresses. Any
notices or other communications permitted or required hereunder or under the
Servicing Agreement or 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.
(a) The
Assignor’s address for purposes of all notices and correspondence related to the
Mortgage Loans and this Assignment Agreement is:
Xxxxxxx
Sachs Mortgage Company
00
Xxxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxxxxx House
(b) The
Assignee’s address for purposes for all notices and correspondence related to
the Mortgage Loans and this Assignment Agreement is:
GS
Mortgage Securities Corp.
00
Xxxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxxxxx House
(c) The
Servicer’s address for purposes of all notices and correspondence related to the
Mortgage Loans and this Assignment Agreement is:
Countrywide
Home Loans Servicing LP
000
Xxxxxxxxxxx Xxx
Xxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention:
Xxxx Xxxxxxxx, Xxxxxx Xxxx, Xxxx Xxxxxx and Xxxx Xx
7. 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 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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8. 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.
9. This
Assignment Agreement shall inure to the benefit of the successors and assigns
of
the parties hereto. Any entity into which the Servicer, the Assignor or the
Assignee may be merged or consolidated shall, without the requirement for any
further writing, be deemed the Servicer, the Assignor or the Assignee,
respectively, hereunder.
10. Any
capitalized term used but not defined in this Assignment Agreement has the
meaning assigned thereto in the Servicing Agreement.
11. No
term
or provision of this Assignment Agreement may be waived or modified unless
such
waiver or modification is in writing and signed by the party against whom such
waiver or modification is sought to be enforced.
12. This
Assignment Agreement shall survive the conveyance of the Mortgage Loans and
the
assignment of the Servicing Agreement by the Assignor.
13. Notwithstanding
the assignment of the Servicing Agreement of either the Assignor or Assignee,
this Assignment Agreement shall not be deemed assigned by the Servicer or the
Assignor unless assigned by separate written instrument agreed upon by all
applicable parties.
14. For
the
purpose of facilitating the execution of this Assignment Agreement as herein
provided and for other purposes, this Assignment Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be in original, and such counterparts shall constitute and be
one
and the same instrument.
[SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS WHEREOF, the parties have caused this Assignment Agreement to be
executed by their duly authorized officers as of the date first above
written.
GS
MORTGAGE SECURITIES CORP., as
Assignee
By: /s/
Xxxx X.
Xxxxx
Name:
Xxxx X. Xxxxx
Title:
Managing Director
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:
Managing Director
COUNTRYWIDE
HOME LOANS
SERVICING LP, in its capacity as Servicer
By:
Countrywide GP, Inc., its General Partner
By: /s/
Xxxxxx
Xxxxxx
Name:
Xxxxxx Xxxxxx
Title:
Authorized Signatory
Exhibit
A
Mortgage
Loans
A-1
Exhibit
B
Servicing
Agreement
B-1
