EXHIBIT 99.10
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GSAA HOME EQUITY TRUST 2006-12
ASSET-BACKED CERTIFICATES
SERIES 2006-12
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
among
▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE COMPANY,
as Assignor
GS MORTGAGE SECURITIES CORP.,
as Assignee
and
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION,
as Servicer
Dated as of
July 28, 2006
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this "Assignment
Agreement") made this 28th day of July, 2006, among ▇▇▇▇▇ Fargo Bank, National
Association, a national banking association (the "Servicer"), GS Mortgage
Securities Corp., a Delaware corporation (the "Assignee"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇
Mortgage Company, a New York limited partnership (the "Assignor" or "GSMC").
WHEREAS, the Assignor and the Servicer have entered into (i) the
Second Amended and Restated Master Seller's Warranties and Servicing
Agreement, dated as of November 1, 2005 and (ii) an Assignment and Conveyance
Agreement (06-W21), dated as of April 27, 2006 (collectively, the "Servicing
Agreement") pursuant to which the Servicer sold certain Mortgage Loans (as
defined below) to the Assignor on April 27, 2006 (the "Original Purchase
Date");
WHEREAS, the Assignee has agreed on certain terms and conditions to
purchase from the Assignor certain of the mortgage loans (the "Mortgage
Loans"), which are subject to the provisions of the Servicing Agreement and
are listed on the mortgage loan schedule attached as Exhibit A hereto (the
"Mortgage Loan Schedule"); and
WHEREAS, pursuant to a Master Servicing and Trust Agreement, dated as
of July 1, 2006 (the "Trust Agreement"), among GS Mortgage Securities Corp.,
as depositor, U.S. Bank National Association, as trustee (the "Trustee"),
Deutsche Bank National Trust Company, as a custodian, ▇▇▇▇▇ Fargo Bank,
National Association, as a custodian and JPMorgan Chase 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, as of the date
hereof, all of its right, title and interest in and to the Mortgage
Loans and the Servicing Agreement, to the extent relating to the
Mortgage Loans (other than the rights of the Assignor (and if applicable
its affiliates, officers, directors and agents) to indemnification
thereunder) from and after the date hereof, and the Assignee hereby
assumes all of the Assignor's obligations under the Servicing Agreement,
to the extent relating to the Mortgage Loans, from and after the date
hereof, and the Servicer hereby acknowledges such assignment and
assumption and hereby agrees to the release of the Assignor from any
obligations under the Servicing Agreement from and after the date
hereof, to the extent relating to the Mortgage Loans.
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(b) The Assignor represents and warrants to the Assignee that the
Assignor has not taken any action which would serve to impair or
encumber the Assignor's ownership interest in the Mortgage Loans since
the date of the applicable Servicing Agreement.
(c) The Servicer and the Assignor shall have the right to amend,
modify or terminate the Servicing Agreement without the joinder of the
Assignee with respect to mortgage loans not conveyed to the Assignee
hereunder; provided, however, that such amendment, modification or
termination shall not affect or be binding on the Assignee.
2. Modification of the Servicing Agreement. Only in so far as it
relates to the Mortgage Loans, the Servicer and the Assignor hereby amend the
Servicing Agreement as follows:
(a) The second sentence of Section 4.2 shall be deleted in its
entirety and replaced with the following:
"In the event that any payment due under any Mortgage Loan is not
postponed pursuant to Section 4.1 and remains delinquent for a period of
ninety (90) days or any other default continues for a period of ninety (90)
days beyond the expiration of any grace or cure period, the Company shall
commence foreclosure proceedings."
(b) The second paragraph of Section 4.4 shall be deleted in its
entirety and replaced with the following:
"The Company shall deposit in the Custodial Account within two (2)
Business Days of the Company's receipt, and retain therein, the following
collections received by the Company and payments made by the Company after the
related Cut-off Date, other than payments of principal and interest due on or
before the related Cut-off Date:"
(c) The first sentence of the second paragraph of Section 6.2
shall be deleted in its entirety and replaced with the following:
"If the Company satisfies or releases the lien of the Mortgage
without first having obtained payment in full of the indebtedness secured by
the Mortgage (other than as a result of a modification pursuant to the terms
of this Agreement or liquidation of the Mortgaged Property pursuant to the
terms of this Agreement) or should the Company otherwise prejudice any rights
the Purchaser may have under the mortgage instruments, upon written demand of
the Purchaser, the Company shall repurchase the related Mortgage Loan at the
Repurchase Price by deposit thereof in the Custodial Account within two (2)
Business Days of receipt of such demand by the Purchaser."
(d) Section 10.1(ii) shall be deleted in its entirety and replaced
with the following:
"(ii) failure by the Company duly to observe or perform in any
material respect any other of the covenants or agreements on the part of the
Company set forth in this Agreement
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which continues unremedied for a period of thirty (30) days (fifteen (15) days
in the case of Section 6.4 and 6.6) after the date on which written notice of
such failure, requiring the same to be remedied, shall have been given to the
Company by the Purchaser or by the Custodian; or"
3. Accuracy of Servicing Agreement.
The Servicer and the Assignor represent and warrant to the Assignee
that (i) attached hereto as Exhibit B is a true, accurate and complete copy of
the Servicing Agreement, (ii) the Servicing Agreement is in full force and
effect as of the date hereof, (iii) the Servicing Agreement has not been
amended or modified in any respect (other than as set forth herein) and (iv)
no notice of termination has been given to the Servicer under the Servicing
Agreement. The Servicer, in its capacity as seller and/or servicer under the
Servicing Agreement, further represents and warrants that the representations
and warranties contained in Section 3.1 of the Servicing Agreement are true
and correct as of the date hereof, and the representations and warranties
regarding the Mortgage Loans contained in Section 3.2 of the Servicing
Agreement were true and correct as of the Original Purchase Date.
4. Recognition of Assignee.
From and after the date hereof, the Servicer shall note the transfer
of the Mortgage Loans to the Assignee in its books and records, shall
recognize the Assignee as the owner of the Mortgage Loans and, notwithstanding
anything herein or in the Servicing Agreement to the contrary, shall service
all of the Mortgage Loans for the benefit of the Assignee pursuant to the
terms of the Servicing Agreement, 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 represents and warrants that
it is a sophisticated investor able to evaluate the risks and merits of the
transactions contemplated hereby, and that it has not relied in connection
therewith upon any statements or representations of the Assignor or the
Servicer other than those contained in the Servicing Agreement or this
Assignment Agreement.
(b) Authority. The Assignee hereto represents and warrants that it is
duly and legally authorized to enter into this Assignment Agreement and to
perform its obligations hereunder and under the Servicing Agreement.
(c) Enforceability. The Assignee hereto represents and warrants that
this Assignment Agreement has been duly authorized, executed and delivered by
it and (assuming due authorization, execution and delivery thereof by each of
the other parties hereto) constitutes its legal, valid and binding obligation,
enforceable in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (regardless of whether such enforcement is considered in
a proceeding in equity or at law).
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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 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 has been duly authorized by all necessary action on the
part of the Assignor; neither the execution and delivery by the Assignor of
this Assignment Agreement, nor the consummation by the Assignor of the
transactions herein contemplated, nor compliance by the Assignor with the
provisions hereof, will conflict with or result in a breach of, or constitute
a default under, any of the provisions of the governing documents of the
Assignor or any law, governmental rule or regulation or any material judgment,
decree or order binding on the Assignor or any of its properties, or any of
the provisions of any material indenture, mortgage, deed of trust, contract or
other instrument to which the Assignor is a party or by which it is bound.
(e) Actions; Proceedings. There are no actions, suits or proceedings
pending or, to the knowledge of the Assignor, threatened, before or by any
court, administrative agency, arbitrator or governmental body (i) with respect
to any of the transactions contemplated by this Assignment Agreement or (ii)
with respect to any other matter that in the judgment of the Assignor will be
determined adversely to the Assignor and will if determined adversely to the
Assignor, materially adversely affect its ability to perform its obligations
under this Assignment Agreement.
7. Additional Representations and Warranties of the Assignor with
Respect to the Mortgage Loans. The Assignor hereby represents and warrants to
the Assignee as follows:
(a) Prior Assignments; Pledges. Except for the sale to the Assignee,
the Assignor has not assigned or pledged any Mortgage Note or the related
Mortgage or any interest or participation therein.
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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(d), Appendix E, as revised from time to time and in
effect as of the Original Purchase Date. Furthermore, none of the Mortgage
Loans sold by the Seller are classified as (a) a "high cost mortgage" loan
under the Home Ownership and Equity Protection Act of 1994 or (b) a "high cost
home," "covered," "high-cost," "high-risk home," or "predatory" loan under any
other applicable state, federal or local law.
(e) Georgia Fair Lending Act. No Mortgage Loan is secured by a
property in the state of Georgia and originated between October 1, 2002 and
March 7, 2003.
(f) Credit Reporting. The Assignor will cause to be fully furnished,
in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information (i.e., favorable and
unfavorable) on Mortgagor credit files to Equifax, Experian and Trans Union
Credit Information Company (three of the credit repositories), on a monthly
basis.
(g) Bring Down. To the Assignor's knowledge, with respect to each
Mortgage Loan, no event has occurred from and after the closing date set forth
in the Servicing Agreement to the date hereof that would cause any of the
representations and warranties relating to such Mortgage Loan set forth in
Section 3.2 of the Servicing Agreement to be untrue in any material respect as
of the date hereof as if made on the date hereof. With respect to those
representations and warranties which are made to the best of the Assignor's
knowledge, if it is discovered by the Assignor that the substance of such
representation and warranty is inaccurate, notwithstanding the Assignor's lack
of knowledge with respect to the substance of such representation and
warranty, such inaccuracy shall be deemed a breach of the applicable
representation and warranty.
It is understood and agreed that the representations and warranties
set forth in Sections 6 and 7 shall survive delivery of the Mortgage Loan
Documents to the Assignee or its designee and shall inure to the benefit of
the Assignee and its assigns notwithstanding any restrictive or qualified
endorsement or assignment. Upon the discovery by the Assignor or the
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Assignee and its assigns of a breach of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
to the other parties to this Assignment Agreement, and in no event later than
two (2) Business Days from the date of such discovery. It is understood and
agreed that the obligations of the Assignor set forth in Section 9 to
repurchase, or in limited circumstances, substitute a Mortgage Loan constitute
the sole remedies available to the Assignee and its assigns on their behalf
respecting a breach of the representations and warranties contained in
Sections 6 and 7. It is further understood and agreed that, except as
specifically set forth in Sections 6 and 7, the Assignor shall be deemed not
to have made the representations and warranties in Section 7(g) with respect
to, and to the extent of, representations and warranties made, as to the
matters covered in Section 7(g), by the Servicer in the Servicing Agreement
(or any officer's certificate delivered pursuant thereto).
It is understood and agreed that, with respect to the Mortgage Loans,
the Assignor has made no representations or warranties to the Assignee other
than those contained in Sections 6 and 7, and no other affiliate of the
Assignor has made any representations or warranties of any kind to the
Assignee.
8. Representations and Warranties of the Servicer. The Servicer
hereby represents and warrants to the Assignee that, to the extent the
Mortgage Loans will be part of a REMIC, the Servicer shall service the
Mortgage Loans and any real property acquired upon default thereof (including,
without limitation, making or permitting any modification, waiver or amendment
of any term of any Mortgage Loan) 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).
9. Repurchase of Mortgage Loans.
Upon discovery or notice of any breach by the Assignor of any
representation, warranty or covenant under this Assignment Agreement that
materially and adversely affects the value of any Mortgage Loan or the
interest of the Assignee therein (it being understood that any such defect or
breach shall be deemed to have materially and adversely affected the value of
the related Mortgage Loan or the interest of the Assignee therein if the
Assignee incurs a loss as a result of such defect or breach), the Assignee
promptly shall request that the Assignor cure such breach and, if the Assignor
does not cure such breach in all material respects within ninety (90) days
from the date on which it is notified of the breach, the Assignee may enforce
the Assignor's obligation hereunder to purchase such Mortgage Loan from the
Assignee at the Repurchase Price (as defined in the Servicing Agreement) or,
in limited circumstances (as set forth below), substitute such mortgage loan
for a Substitute Mortgage Loan (as defined below).
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
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such substitution shall be effected not later than ninety (90) days from the
date on which it is notified of the breach.
In the event the Servicer has breached a representation or warranty
under the Servicing Agreement that is substantially identical to, or covers
the same matters as, a representation or warranty breached by the Assignor
hereunder, the Assignee shall first proceed against the Servicer to cure such
breach or purchase such mortgage loan from the Trust. If the Servicer does not
within ninety (90) days after notification of the breach, take steps to cure
such breach (which may include certifying to progress made and requesting an
extension of the time to cure such breach, as permitted under the Servicing
Agreement) or purchase the Mortgage Loan, the Trustee shall be entitled to
enforce the obligations of the Assignor hereunder to cure such breach or to
purchase or substitute for the Mortgage Loan from the Trust.
In addition, the Assignor shall have the option, but is not
obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with
respect to which the Servicer has breached a representation and warranty and
is obligated to repurchase such Mortgage Loan under the Servicing Agreement,
by removing such Mortgage Loan and substituting in its place a Substitute
Mortgage Loan or Loans, provided that any such substitution shall be effected
not later than ninety (90) days from the date on which it is notified of the
breach.
In the event of any repurchase or substitution of any Mortgage Loan
by the Assignor hereunder, the Assignor shall succeed to the rights of the
Assignee to enforce the obligations of the Servicer to cure any breach or
repurchase such Mortgage Loan under the terms of the Servicing Agreement with
respect to such Mortgage Loan. In the event of a repurchase or substitution of
any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the
Assignor or its designee the related Mortgage File and shall assign to the
Assignor all of the Assignee's rights under the Servicing Agreement, but only
insofar as such Servicing Agreement relates to such Mortgage Loan.
Except as specifically set forth herein, the Assignee shall have no
responsibility to enforce any provision of this Assignment Agreement, to
oversee compliance hereof, or to take notice of any breach or default thereof.
For purposes of this Section, "Deleted Mortgage Loan" and "Substitute
Mortgage Loan" shall be defined as set forth below.
"Deleted Mortgage Loan" A Mortgage Loan which is to be, pursuant to
this Section 9, replaced or to be replaced by the Assignor with a Substitute
Mortgage Loan.
"Substitute Mortgage Loan" A mortgage loan substituted by the
Assignor for a Deleted Mortgage Loan which must, on the date of such
substitution, (i) have an outstanding principal balance, after deduction of
all scheduled payments due in the month of substitution (or in the case of a
substitution of more than one mortgage loan for a Deleted Mortgage Loan, an
aggregate principal balance), not in excess of the Stated Principal Balance of
the Deleted Mortgage Loan, (ii) be accruing interest at a rate no lower than
and not more than 2% per annum higher than that of the Deleted Mortgage Loan,
(iii) have a remaining term to maturity not greater than and not more than one
year less than that of the Deleted Mortgage Loan, (iv) be of
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the same type as the Deleted Mortgage Loan (i.e., fixed- or adjustable-rate
with same periodic rate cap, lifetime rate cap, and index); and (v) comply
with each representation and warranty set forth in Section 3.2 of the
Servicing Agreement.
"Substitution Adjustment Amount" means with respect to any Mortgage
Loan, the amount remitted by GSMC on the applicable Distribution Date which is
the difference between the outstanding principal balance of a Substitute
Mortgage Loan as of the date of substitution and the outstanding principal
balance of the Deleted Mortgage Loan as of the date of substitution.
10. Maintenance of Primary Mortgage Insurance Policy.
In accordance with customary and usual standards of practice, the
Servicer shall administer the Primary Mortgage Insurance Policy on behalf of
the Trustee for the benefit of the Certificateholders, in accordance with the
provisions contained therein, which administration shall include, but not be
limited to, making claims and receiving payments under the Primary Mortgage
Insurance Policy, as necessary, and complying with monthly unpaid principal
reporting and monthly default and delinquency reporting requirements. In
connection with its activities as Servicer of the applicable covered mortgage
loans listed on the mortgage loan schedule attached as Exhibit C hereto (the
"PMI Mortgage Loan Schedule"), the Servicer agrees to present, on behalf of
the Trustee and the Certificateholders, claims to the insurer under the
Primary Mortgage Insurance Policy and, in this regard, to take any reasonable
action necessary to permit recovery under the Primary Mortgage Insurance
Policy respecting defaulted Mortgage Loans including providing Loan Files (as
defined in the Primary Mortgage Insurance Policy) to GSMC and the PMI provider
as requested and in accordance with the requirements of the Primary Mortgage
Insurance Policy. Any amounts collected by the Servicer under the Primary
Mortgage Insurance Policy shall be remitted to the Securities Administrator
for deposit in the Distribution Account, other than amounts from claims
remitted by the PMI provider to the Servicer. Claims funds, other than premium
refunds, shall be retained by the Servicer and applied to the covered mortgage
loans as applicable and in accordance with the Servicing Agreement and the
Primary Mortgage Insurance Policy. Premium refunds remitted to the Servicer by
the PMI provider shall be remitted to the Securities Administrator for deposit
in the Distribution Account.
The Servicer shall notify and direct the Securities Administrator in
writing to remit all applicable premiums and associated premium taxes in
accordance with the Primary Mortgage Insurance Policy, and the Securities
Administrator, as directed by the Servicer, will be required to remit from
trust amounts all premiums and associated premium taxes on the Primary
Mortgage Insurance Policy from the Distribution Account. All monies required
to be remitted by the Servicer to the Securities Administrator shall be
remitted by wire as follows:
Bank: JPMorgan Chase Bank, N.A.
ABA: ▇▇▇-▇▇▇-▇▇▇
Account Name: PMI Incoming Wire Account
Accout Number: 507975049
Reference: GSAA 2006-12 Policy No. ▇▇▇▇▇-▇▇▇▇-▇, PMI Bulk
Deal No.: 2006-0674
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The Servicer shall bear the responsibility of notifying the
Securities Administrator in writing when the Servicer has liquidated a covered
mortgage loan and brought the associated UPB to zero, of any changes or
revisions to a Loan-Level Premium Rate (as defined in the Primary Mortgage
Insurance Policy), of any changes or revisions to the rates of Premium Taxes
(as defined in the Primary Mortgage Insurance Policy) or of any other changes
or modifications that could reasonably affect the calculation of premiums and
associated premium taxes due under the Primary Mortgage Insurance Policy. If,
at any time, the Servicer becomes aware of an error which resulted in a
premium shortfall, the Servicer shall notify the Securities Administrator in
writing confirming such error and directing the Securities Administrator to
remit such shortfall amounts from trust amounts in the next Distribution Date.
For purposes of this Section, "Primary Mortgage Insurance Policy"
shall be defined as set forth below.
"Primary Mortgage Insurance Policy" The GSAA Home Equity Trust
2006-12, Asset-Backed Certificates, Series 2006-12, Bulk Primary First Lien
Mortgage Insurance Policy No. ▇▇▇▇▇-▇▇▇▇-▇, PMI Bulk Deal No.: 2006-0674.
11. Continuing Effect.
Except as contemplated hereby, the Servicing Agreement shall remain
in full force and effect in accordance with its terms.
12. 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.
13. 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:
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(a) in the case of the Servicer,
▇▇▇▇▇ Fargo Bank, National Association
1 Home Campus, MAC #X2302-033
Des Moines, Iowa 50328-0001
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to,
▇▇▇▇▇ Fargo Bank, National Association
1 Home Campus, MAC #X2401-06T
Des Moines, Iowa 50328-0001
Attention: General Counsel
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as may hereafter be furnished by the Servicer;
(b) in the case of the Assignee,
GS Mortgage Securities Corp.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
GS Mortgage Securities Corp.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as may hereafter be furnished by the Assignee, and
(c) in the case of the Assignor,
GS Mortgage Securities Corp.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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with a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as may hereafter be furnished by the Assignor.
14. 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.
15. Definitions.
Any capitalized term used but not defined in this Assignment
Agreement has the meaning assigned thereto in the Servicing Agreement or the
Trust Agreement, as applicable.
16. 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]
11
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement the day and year first above written.
▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE COMPANY,
a New York limited partnership, as Assignor
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Real Estate Funding Corp.,
its general partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
GS MORTGAGE SECURITIES CORP., as Assignee
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION, as Servicer
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ Fargo Step 1 AAR
NY1 5916302v.14
Exhibit A
---------
Mortgage Loan Schedule
----------------------
[On File with the Securities Administrator as provided by the Depositor]
Exhibit B
---------
Second Amended and Restated Master Seller's Warranties and Servicing Agreement
------------------------------------------------------------------------------
[On File with the Depositor]
Exhibit C
---------
PMI Mortgage Loan Schedule
--------------------------
[On File with the Securities Administrator as provided by the Depositor]