EXECUTION COPY
Exhibit 99.9
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
among
GOLDMAN SACHS MORTGAGE COMPANY,
as Assignor
GS MORTGAGE SECURITIES CORP.,
as Assignee
and
SUNTRUST MORTGAGE, INC.,
as Servicer
Dated as of
November 24, 2006
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment
Agreement") made this 24th day of November, 2006, among SunTrust
Mortgage,
Inc. ("SunTrust" or the "Servicer"), GS Mortgage Securities Corp.,
as assignee
(the "Assignee") and Goldman Sachs Mortgage Company, as assignor
(the
"Assignor").
WHEREAS, the Assignor and the Servicer have entered into the
Amended and Restated Flow Seller's Warranties and Servicing
Agreement, dated
as of December 1, 2005, as amended by Amendment No. 1 to the
Amended and
Restated Flow Seller's Warranties and Servicing Agreement, dated as
of July 1,
2006 (the "Servicing Agreement") pursuant to which the Servicer
sold to the
Assignor certain mortgage loans listed on the mortgage loan
schedule attached
as an exhibit to the Servicing Agreement;
WHEREAS, the Assignee has agreed on certain terms and
conditions
to purchase from the Assignor certain of the mortgage loans (the
"Mortgage
Loans"), which are subject to the provisions of the Servicing
Agreement and
are listed on the mortgage loan schedule attached as Exhibit 1
hereto (the
"Mortgage Loan Schedule"); and
WHEREAS, pursuant to a Master Servicing and Trust Agreement,
dated
as of November 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, The Bank of New York, as a Custodian, and Wells Fargo
Bank,
National Association, as master servicer (in such capacity, the
"Master
Servicer"), securities administrator and as 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 all of its
right,
title and interest in and to the Mortgage Loans and the Servicing
Agreement,
to the extent relating to the Mortgage Loans (other than the rights
of the
Assignor (and if applicable its affiliates, officers, directors and
agents) to
indemnification thereunder) from and after the date hereof), and
the Assignee
hereby assumes all of the Assignor's obligations under the
Servicing
Agreement, to the extent relating to the Mortgage Loans, from and
after the
date hereof. The Servicer hereby acknowledges such assignment and
assumption
and hereby agrees to the release of the Assignor from any
obligations under
the Servicing Agreement from and after the date hereof, to the
extent relating
to the Mortgage Loans.
(b) The Assignor represents and warrants to the Assignee that
the
Assignor has not taken any action which would serve to impair or
encumber the
Assignor's ownership interest in the Mortgage Loans since the date
of the
Servicing Agreement.
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(c) The Servicer and the Assignor shall have the right to
amend,
modify or terminate the Servicing Agreement without the joinder of
the
Assignee with respect to mortgage loans not conveyed to the
Assignee
hereunder; provided, however, that such amendment, modification or
termination
shall not affect or be binding on the Assignee.
2. Accuracy of Servicing Agreement. The Servicer and the
Assignor
represent and warrant to the Assignee that (i) attached hereto as
Exhibit 2 is
a true, accurate and complete copy of the Servicing Agreement, (ii)
the
Servicing Agreement is in full force and effect as of the date
hereof, (iii)
the Servicing Agreement has not been amended or modified in any
respect as to
the Mortgage Loans and (iv) no notice of termination has been given
to the
Servicer under the Servicing Agreement.
3. Modification of the Servicing Agreement. Only in so far as
it
relates to the Mortgage Loans, the Servicer and the Assignor hereby
amend the
Servicing Agreement as follows:
(a) the defined term "Custodial Account" in Article I, Section
1.1
will be deleted in its entirety and replaced with the
following:
"Custodial Account: The separate Eligible Account or Eligible
Accounts created and maintained pursuant to Section 4.4."
(b) the defined term "Escrow Account" in Article I, Section 1.1
will be deleted in its entirety and replaced with the
following:
"Escrow Account: The separate Eligible Account or Eligible
Accounts created and maintained pursuant to Section 4.6."
(c)
a new defined term "Eligible Account" will be added to Article
I, Section 1.1 after the term "Due Period" as follows:
"Eligible Account: An account or accounts maintained with a
Qualified Depository."
(d) the defined term "Repurchase Price" in Article I, Section
1.1
will be deleted in its entirety and replaced with the
following:
Repurchase Price: A price equal to (i) the Scheduled Principal
Balance of the Mortgage Loan plus (ii) interest on such Scheduled
Principal
Balance at the Mortgage Loan Remittance Rate from the date on which
interest
has last been paid and distributed to the Purchaser to the last day
of the
month of repurchase, less amounts received or advanced in respect
of such
repurchased Mortgage Loan which are being held in the Custodial
Account for
distribution in the month of repurchase, to the extent such amounts
are
actually paid to the Purchaser upon the repurchase of the related
Mortgage
Loan plus (iii) any costs and damages incurred by the trust in the
applicable
Securitization Transaction in connection with a breach by the
Company of the
representations and warranties set forth is Sections 3.2(ix),
3.2(xxxii) and
3.2(xxxix) of this Agreement.
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(e) Section 10.1 (ii) shall be amended as follows by adding the
following after the word "Agreement":
"(except for noncompliance with Sections 13.4 or 13.5 of this
Agreement that will result in an automatic default)".
4. Recognition of Assignee. From and after the date hereof, the
Servicer shall note the transfer of the Mortgage Loans to the
Assignee in its
books and records, shall recognize the Assignee as the owner of the
Mortgage
Loans and shall service the Mortgage Loans for the benefit of the
Assignee
pursuant to the Servicing Agreement, as modified by this Assignment
Agreement,
the terms of which are incorporated herein by reference. It is the
intention
of the Assignor, Servicer and Assignee that the Servicing Agreement
shall be
binding upon and inure to the benefit of the Servicer and the
Assignee and
their successors and assigns.
5. Representations and Warranties of the Assignee. The Assignee
hereby represents and warrants to the Assignor as follows:
(a) Decision to Purchase. The Assignee is a sophisticated
investor
able to evaluate the risks and merits of the transactions
contemplated hereby,
and that it has not relied in connection therewith upon any
statements or
representations of the Assignor or the Servicer other than those
contained in
the Servicing Agreement or this Assignment Agreement.
(b) Authority. The Assignee is duly and legally authorized to
enter into this Assignment Agreement and to perform its obligations
hereunder
and under the Servicing Agreement.
(c) Enforceability. This Assignment Agreement has been duly
authorized, executed and delivered by it and (assuming due
authorization,
execution and delivery thereof by each of the other parties
hereto)
constitutes its legal, valid and binding obligation, enforceable in
accordance
with its terms, except as such enforcement may be limited by
bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement of
creditors' rights generally and by general equitable principles
(regardless of
whether such enforcement is considered in a proceeding in equity or
at law).
6. Representations and Warranties of the Assignor. The Assignor
hereby represents and warrants to the Assignee as follows:
(a) Organization. The Assignor has been duly organized and is
validly existing as a limited partnership in good standing under
the laws of
the State of New York with full power and authority (corporate and
other) to
enter into and perform its obligations under the Servicing
Agreement and this
Assignment Agreement.
(b) Enforceability. This Assignment Agreement has been duly
executed and delivered by the Assignor, and, assuming due
authorization,
execution and delivery by each of 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
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general principles of equity regardless of whether enforcement is
sought in a
proceeding in equity or at law.
(c) No Consent. The execution, delivery and performance by the
Assignor of this Assignment Agreement and the consummation of the
transactions
contemplated hereby do not require the consent or approval of, the
giving of
notice to, the registration with, or the taking of any other action
in respect
of, any state, federal or other governmental authority or agency,
except such
as has been obtained, given, effected or taken prior to the date
hereof.
(d) Authorization; No Breach. The execution and delivery of
this
Assignment Agreement have been duly authorized by all necessary
partnership
action on the part of the Assignor; neither the execution and
delivery by the
Assignor of this Assignment Agreement, nor the consummation by the
Assignor of
the transactions herein contemplated, nor compliance by the
Assignor with the
provisions hereof, will conflict with or result in a breach of, or
constitute
a default under, any of the provisions of the governing documents
of the
Assignor or any law, governmental rule or regulation or any
material judgment,
decree or order binding on the Assignor or any of its properties,
or any of
the provisions of any material indenture, mortgage, deed of trust,
contract or
other instrument to which the Assignor is a party or by which it is
bound.
(e) Actions; Proceedings. There are no actions, suits or
proceedings pending or, to the knowledge of the Assignor,
threatened, before
or by any court, administrative agency, arbitrator or governmental
body (A)
with respect to any of the transactions contemplated by this
Assignment
Agreement or (B) with respect to any other matter that in the
judgment of the
Assignor will be determined adversely to the Assignor and will, if
determined
adversely to the Assignor, materially adversely affect its ability
to perform
its obligations under this Assignment Agreement.
7. Additional Representations and Warranties of the Assignor
With
Respect to the Mortgage Loans. The Assignor hereby represents and
warrants to
the Assignee as follows:
(a) Prior Assignments; Pledges. Except for the sale to the
Assignee, the Assignor has not assigned or pledged any Mortgage
Note or the
related Mortgage or any interest or participation therein.
(b) Releases. The Assignor has not satisfied, canceled or
subordinated in whole or in part, or rescinded any Mortgage, and
the Assignor
has not released the related Mortgaged Property from the lien of
any Mortgage,
in whole or in part, nor has the Assignor executed an instrument
that would
effect any such release, cancellation, subordination, or
rescission. The
Assignor has not released any Mortgagor, in whole or in part,
except in
connection with an assumption agreement or other agreement approved
by the
related federal insurer, to the extent such approval was
required.
(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,
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including without limitation, any provisions relating to prepayment
charges,
have been complied with.
(d) High Cost. No Mortgage Loan is categorized as "High Cost"
pursuant to the then-current Standard & Poor's Glossary for
File Format for
LEVELS(R) Version 5.7, Appendix E, as revised from time to time and
in effect
as of the Original Purchase Date. Furthermore, none of the Mortgage
Loans sold
by the Seller are classified as (a) a "high cost mortgage" loan
under the Home
Ownership and Equity Protection Act of 1994 or (b) a "high cost
home,"
"covered," "high-cost," "high-risk home," or "predatory" loan under
any other
applicable state, federal or local law.
(e) Georgia Fair Lending Act. No Mortgage Loan is secured by a
property in the state of Georgia and originated between October 1,
2002 and
March 7, 2003.
(f) Credit
Reporting. The Assignor will cause to be fully
furnished, in accordance with the Fair Credit Reporting Act and
its
implementing regulations, accurate and complete information (i.e.,
favorable
and unfavorable) on Mortgagor credit files to Equifax, Experian and
Trans
Union Credit Information Company (three of the credit
repositories), on a
monthly basis.
(g) Arbitration. With respect to any Mortgage Loan originated
on
or after August 1, 2004, neither the related Mortgage nor the
related Mortgage
Note requires the Mortgagor to submit to arbitration to resolve any
dispute
arising out of or relating in any way to any of the transactions
contemplated
by this Assignment Agreement.
(h) Bring Down. To the Assignor's knowledge, with respect to
each
Mortgage Loan, no event has occurred from and after the closing
date set forth
in such Servicing Agreement to the date hereof that would cause any
of the
representations and warranties relating to such Mortgage Loan set
forth in
Section 3.2 of the Servicing Agreement to be untrue in any material
respect as
of the date hereof as if made on the date hereof. With respect to
those
representations and warranties which are made to the best of the
Assignor's
knowledge, if it is discovered by the Assignor that the substance
of such
representation and warranty is inaccurate, notwithstanding the
Assignor's lack
of knowledge with respect to the substance of such representation
and
warranty, such inaccuracy shall be deemed a breach of the
applicable
representation and warranty.
It is understood and agreed that the representations and
warranties set forth in Sections 6 and 7 shall survive delivery of
the
respective mortgage loan documents to the Assignee or its designee
and shall
inure to the benefit of the Assignee and its assigns
notwithstanding any
restrictive or qualified endorsement or assignment. Upon the
discovery by the
Assignor or the Assignee and its assigns of a breach of the
foregoing
representations and warranties, the party discovering such breach
shall give
prompt written notice to the other parties to this Assignment
Agreement, and
in no event later than two (2) Business Days from the date of 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
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that, except as specifically set forth in Sections 6 and 7, the
Assignor shall
be deemed not to have made the representations and warranties in
Section 7(h)
with respect to, and to the extent of, representations and
warranties made, as
to the matters covered in Section 7(h), by the Servicer in the
Servicing
Agreement (or any officer's certificate delivered pursu
