Exhibit 99.8
EXECUTION COPY
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
among
GS MORTGAGE SECURITIES CORP.,
as Assignor
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE,
as Assignee
and
SUNTRUST MORTGAGE, INC.,
as Servicer
and as acknowledged by
JPMORGAN CHASE BANK, N.A.,
as Master Servicer
Dated as of
January 27, 2006
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made this 27th day
of January, 2006 (this "Assignment Agreement"), among SunTrust Mortgage, Inc.,
a Virginia corporation (the "Servicer"), U.S. Bank National Association, not
in its individual capacity but solely as trustee on behalf of GSAA Home Equity
Trust 2006-1 (the "Assignee" or "Trustee"), and GS Mortgage Securities Corp.,
a Delaware corporation (the "Assignor" or "Depositor"), and as acknowledged by
JPMorgan Chase Bank, N.A., as master servicer (the "Master Servicer").
WHEREAS, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company ("GSMC") and the Servicer
have entered into the Amended and Restated Flow Seller's Warranties and
Servicing Agreement, dated as of December 1, 2005 (the "Servicing Agreement"),
pursuant to which the Servicer sold certain mortgage loans listed on the
mortgage loan schedule attached as an exhibit to the Servicing Agreement;
WHEREAS, GSMC has assigned and conveyed certain mortgage loans (the
"Mortgage Loans"), which Mortgage Loans are subject to the provisions of the
Servicing Agreement, to the Assignor pursuant to an Assignment, Assumption and
Recognition Agreement, dated as of January 27, 2006 (the "GSMC Assignment
Agreement");
WHEREAS, the Assignee has agreed on certain terms and conditions to
purchase from the Assignor the Mortgage Loans acquired by the Assignor
pursuant to the GSMC Assignment Agreement, which Mortgage Loans 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 January 1, 2006 (the "Trust Agreement"), among the Depositor, the Trustee,
Deutsche Bank National Trust Company and JPMorgan Chase Bank, N.A., as
custodians and JPMorgan Chase Bank, N.A., as master servicer (in such
capacity, the "Master Servicer") and securities administrator (in such
capacity, the "Securities Administrator"), the Assignor will transfer the
Mortgage Loans to the Assignee, together with the Assignor's rights under the
Servicing 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:
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 GSMC Assignment Agreement (including without limitation the rights of GSMC
under the Servicing Agreement to the extent assigned to the Assignor under the
GSMC Assignment Agreement) 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.
(b) The Assignor represents and warrants to the Assignee that the
Assignor has not taken any action which would operate 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 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 Closing Date (as such term
is defined in the Servicing Agreement).
3. Recognition of Assignee.
(a) From and after the date hereof, both the Assignor and the
Servicer shall note the transfer of the Mortgage Loans to the Assignee in
their respective books and records, and shall recognize the Assignee as the
owner of the Mortgage Loans, and the Servicer, 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.
(b) The Servicer further acknowledges that, from and after the date
hereof, it (and any of its successors under the Servicing Agreement) will be
subject to the supervision of the Master Servicer and that the Master
Servicer, acting on behalf of the Trustee as the owner of the Mortgage Loans,
shall have the same rights as were assigned by GSMC, in its capacity as the
original "Purchaser" under the Servicing Agreement, to the Assignor under the
GSMC Assignment Agreement, and further assigned hereunder by the Assignor to
the Trustee, on behalf of the trust formed pursuant to the Trust Agreement.
(c) All reports and other data required to be delivered by the
Servicer to the "Purchaser" under the Servicing Agreement shall be delivered
to the Master Servicer or the Trustee, as designated by the Trustee, at the
address set forth in Section 10 hereof. All remittances required to be made to
the Trustee, as the successor in interest to the Assignor under
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the Servicing Agreement, shall be made instead to the Master Servicer by wire
transfer to the following account:
JPMorgan Chase Bank, National Association
ABA #: ▇▇▇▇▇▇▇▇▇
For credit to: SAS Clearing
Acct #: 507198670
FFC to: GSAA 2006-1 Acct #507198670
(d) Monthly Reporting
Notwithstanding anything to the contrary in the Servicing Agreement,
with respect to the Mortgage Loans, not later than the tenth (10th) calendar
day of each month (or if such tenth calendar day is not a Business Day, the
immediately succeeding Business Day), the Servicer shall furnish to the Master
Servicer (i) (a) monthly loan data in a mutually agreed-upon format, (b)
default loan data in the format mutually agreed-upon between the Servicer and
the Master Servicer and (c) information regarding realized losses and gains in
the format mutually agreed between the Servicer and the Master Servicer, in
each case relating to the period ending on the last day of the preceding
calendar month, (ii) all such information required pursuant to clause (i)(a)
above by electronic mail, or other similar media reasonably acceptable to the
Master Servicer and (iii) all supporting documentation with respect to the
information required pursuant to clause (i)(c) above.
4. Representations and Warranties of the Assignee. The Assignee
hereby represents and warrants to the Assignor and the Servicer 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).
5. Representations and Warranties of the Assignor. The Assignor
hereby represents and warrants to the Assignee and the Servicer as follows:
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(a) Organization. The Assignor has been duly organized and is validly
existing as a corporation in good standing under the laws of the State of
Delaware 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 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.
It is understood and agreed that the representations and warranties
set forth in this Section 5 shall survive delivery of the respective mortgage
loan documents to the Assignee or its designee and shall inure to the benefit
of the Assignee and its assigns notwithstanding any restrictive or qualified
endorsement or assignment. Upon the discovery by the Assignor or the Assignee
and its assigns of a breach of the foregoing representations and warranties,
the party discovering such breach shall give prompt written notice to the
other parties to this Assignment Agreement, and in no event later than two (2)
Business Days from the date of such discovery. It is understood and agreed
that the obligations of the Assignor set forth in Section 6 to repurchase
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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 this Section 5.
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 this Section 5, and no other affiliate of the Assignor
has made any representations or warranties of any kind to the Assignee.
6. 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
Servicing Agreement. 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 75 days of the Defect Discovery Date.
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. If the
Servicer does not within 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 purchase the Mortgage Loan, the Assignee shall be
entitled to enforce the obligations of the Assignor hereunder to cure such
breach or to purchase the Mortgage Loan from the Trust. In such event, the
Assignor shall succeed to the rights of the Assignee to enforce the
obligations of the Servicer to cure such 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 of any Mortgage Loan by the Assignor, the
Trustee 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 the 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.
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7. Termination; Optional Clean-Up Call.
In connection with the Trust Agreement, the Master Servicer hereby
agrees to the following obligations described below. For purposes of this
Section 7 only, any capitalized term used but not defined in this Assignment
Agreement has the same meaning assigned thereto in the Trust Agreement.
If the Master Servicer exercises its option to solicit bids and
terminates the Trust Fund pursuant to Section 11.01(a) of the Trust Agreement,
by no later than the 10th day of the month of the final distribution, the
Master Servicer shall notify the Trustee and the Securities Administrator of
the final Distribution Date and of the applicable sale price of the Mortgage
Loans and REO Properties.
In the event the Mortgage Loans (and REO Properties) are sold
pursuant to Section 11.01(a) of the Trust Agreement, the Trustee shall remit
to the Securities Administrator the applicable Termination Price on the
Remittance Date immediately preceding the applicable final Distribution Date.
Upon such final deposit with respect to the Trust Fund and the receipt by the
Securities Administrator and the Custodians of a Request for Release therefor,
the Master Servicer shall direct the Custodians to release and the relevant
Custodians shall promptly release to the Master Servicer or its designee the
Custodial Files for the Mortgage Loans.
8. Continuing Effect. Except as contemplated hereby, the Servicing
Agreement shall remain in full force and effect in accordance with their
respective terms.
9. Governing Law.
THIS 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 SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS
LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
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 AGREEMENT.
10. 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,
SunTrust Mortgage, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇
Telephone (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as may hereafter be furnished by the Servicer;
(b) in the case of the Master Servicer,
JPMorgan Chase Bank, National Association
▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as may hereafter be furnished by the Master Servicer;
(c) in the case of the Assignee,
U.S. Bank National Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇ 1179
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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
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(d) in the case of the Assignor,
GS Mortgage Securities Corp.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as may hereafter be furnished by the Assignor.
11. 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.
12. Definitions. Any capitalized term used but not defined in this
Assignment Agreement has the meaning assigned thereto in the Servicing
Agreement.
13. Trustee Capacity. It is expressly understood and agreed by the
parties hereto that (i) this Assignment Agreement is executed and delivered by
U.S. Bank National Association, not individually or personally but solely on
behalf of GSAA Home Equity Trust 2006-1, as the Assignee, in the exercise of
the powers and authority conferred and vested in it, (ii) each of the
representations, undertakings and agreements by U.S. Bank National Association
is made and intended for the purpose of binding only the GSAA Home Equity
Trust 2006-1, (iii) nothing herein contained shall be construed as creating
any liability for U.S. Bank National Association, individually or personally,
to perform any covenant (either express or implied) contained herein, and all
such liability, if any, is hereby expressly waived by the parties hereto, and
such waiver shall bind any third party making a claim by or through one of the
parties hereto, and (iv) under no circumstances shall U.S. Bank National
Association be personally liable for the payment of any indebtedness or
expenses of the GSAA Home Equity Trust 2006-1, or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or
undertaken by the GSAA Home Equity Trust 2006-1 under this Assignment
Agreement, the Trust Agreement or any related document.
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement the day and year first above written.
GS MORTGAGE SECURITIES CORP.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION, not
in its individual capacity but
solely as Trustee
By: /s/ ▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
SUNTRUST MORTGAGE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
Acknowledged and Agreed:
JPMORGAN CHASE BANK, N.A.,
as Master Servicer
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
SunTrust Step 2 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