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Assignment, Assumption and Recognition Agreement

 

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Title:

Assignment, Assumption and Recognition Agreement

Entities:

Citibank, NA; GSR 2006-AR2; JPMorgan Chase Bank; Wells Fargo Bank, NA; Federal National Mortgage Association

Date:

2006

Size:

Preview shows 18KB of 62KB total

Price:

$43

ID:

#2493981

 

 

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EXECUTION



ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

among

GS MORTGAGE SECURITIES CORP.,

as Assignor

CITIBANK, N.A., AS TRUSTEE

AS ASSIGNEE

AMERICAN HOME MORTGAGE SERVICING, INC.,

as Servicer

and

AMERICAN HOME MORTGAGE CORP.

as Seller

and as acknowledged by

WELLS FARGO BANK, N.A.,

as Master Servicer

Dated as of

April 1, 2006










ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT


THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made this 1st day of April, 2006 (this Assignment Agreement), is among AMERICAN HOME MORTGAGE SERVICING, INC., as servicer (the Servicer), AMERICAN HOME MORTGAGE CORP. as seller (the Seller), CITIBANK, N.A. (Citibank), not in its individual capacity but solely as trustee on behalf of GSR Mortgage Loan Trust 2006-AR2 (the Assignee or the Trustee), and GS MORTGAGE SECURITIES CORP., as assignor (the Assignor or the Depositor) and is acknowledged by Wells Fargo Bank, N.A. (Wells Fargo), as master servicer (in such capacity, the Master Servicer).

WHEREAS, Goldman Sachs Mortgage Company (GSMC), as purchaser, the Servicer and the Seller have entered into that certain Mortgage Loan Sale and Servicing Agreement dated as of December 1, 2005 (the Sale Agreement), pursuant to which the Seller sold certain mortgage loans listed on the mortgage loan schedule attached as an exhibit to the Assignment and Conveyance Agreement dated December 14, 2005;

WHEREAS, GSMC, the Assignor, the Servicer and the Seller have entered into an Assignment, Assumption and Recognition Agreement dated as of April 1, 2006 (the GSMC Assignment Agreement), pursuant to which GSMC assigned its right title and interest in and to such mortgage loans and the Sale Agreement to the Assignor;

WHEREAS, the Assignee has agreed on certain terms and conditions to purchase from the Assignor certain mortgage loans (the Mortgage Loans), which Mortgage Loans are subject to the provisions of the 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 April 1, 2006 (the Trust Agreement), among the Assignor, as Depositor, the Assignee, as Trustee, JPMorgan Chase Bank, National Association, as a custodian, Wells Fargo, as securities administrator, Master Servicer and a custodian and Deutsche Bank National Trust Company, as a custodian (the DB Custodian), the Assignee will transfer the Mortgage Loans to the Trustee on behalf of the Trust, together with the Assignees rights in the Sale Agreement;

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 GSMC Assignment Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans (other than the rights to indemnification thereunder), and the Assignee hereby assumes all of the Assignors obligations under the Sale Agreement, to the extent relating to the Mortgage Loans from and after April 28, 2006; the Seller and the Servicer hereby acknowledge such assignment and assumption and hereby agree to the release of the Assignor from any obligations arising under the Sale Agreement from and after April 28, 2006, to the extent relating to the Mortgage Loans; provided, however, that the Assignor shall not be released from any obligations in connection with the events occurring with respect to the Mortgage Loans prior to April 28, 2006.  Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of the representations and warranties made in Sections 7.01 and 7.02 of the Sale Agreement, and the Assignee is not undertaking any such liability hereunder.

(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 Assignors ownership interest in the Mortgage Loans.

(c)

The Seller, the Servicer and the Assignor shall have the right to amend, modify or terminate the Sale 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.

(d)

Each of the Assignor, the Servicer and the Seller shall be responsible for its own expenses in connection with negotiating reconstitution documents, including, but not limited to, reconstituted servicing agreements and assignment, assumption and recognition agreements, and reviewing any applicable disclosure documents.

2.

Accuracy of Sale Agreement.

The Seller, 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 Sale Agreement, (ii) the Sale Agreement is in full force and effect as of the date hereof, (iii) other than as set forth herein, the Sale Agreement has not been amended or modified in any respect with respect to the Mortgage Loans and (iv) no notice of termination has been given to the Servicer under the Sale Agreement.  The Seller, in its capacity as seller under the Sale Agreement, represents and warrants that the representations and warranties contained in Sections 7.01 and 7.02(A) of the Sale Agreement with respect to the Mortgage Loans and the Seller, respectively, are true and correct as of April 28, 2006.  The Servicer, in its capacity as servicer under the Sale Agreement, represents and warrants that the representations and warranties contained in Section 7.02(B) of the Sale Agreement with respect to the Servicer are true and correct as of April 28, 2006.

3.

Recognition of Assignee.

(a)

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 purchaser of the Mortgage Loans and, notwithstanding anything herein or in the Sale Agreement to the contrary, shall service the Mortgage Loans for the benefit of the Assignee pursuant to the Sale Agreement, the terms of which are incorporated herein by reference.  It is the intention of the Assignor, the Seller, the Servicer and the Assignee that the Sale Agreement shall be binding upon and inure to the benefit of the Seller, 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 Sale Agreement) will be subject to the supervision of the Master Servicer (except that the Master Servicer shall not be responsible for supervising the servicing of defaulted Mortgage Loans and REO Properties) 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 Sale 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.  Such rights that the Master Servicer may enforce on behalf of the Trustee will include, without limitation, the right to terminate the Servicer under the Sale Agreement upon the occurrence of an event of default thereunder, the right to receive all remittances required to be made by the Servicer under the Sale Agreement, the right to receive all monthly reports and other data required to be delivered by the Servicer under the Sale Agreement and the right to exercise certain rights of consent and approval relating to actions taken by the Servicer.

(c)

All reports and other data required to be delivered by the Servicer to the Purchaser under the Sale 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 the Sale Agreement, shall be made instead to the Master Servicer by wire transfer to the following account:

WELLS FARGO BANK, NA

ABA# 121000248

FOR CREDIT TO: SAS CLEARING

ACCT: 3970771416

REFERENCE: GSR 2006-AR2 Acct #50914100

Notwithstanding anything to the contrary in the Sale Agreement, with respect to the Mortgage Loans, not later than the tenth 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 set forth in Exhibit 7 and Exhibit 8 hereto (or in such other format mutually agreed upon between the Servicer and the Master Servicer) and (c) information regarding the realized losses and gains in the format set forth in Exhibit 5 and Exhibit 6 hereto (or in such other format mutually agreed upon 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 on a magnetic tape, electronic mail, or other similar media reasonably acceptable to the Master Servicer and (iii) all supporting documentation with respect to the information required under the preceding paragraph.

4.

Representations and Warranties of the Assignee.  The Assignee hereby represents and warrants as follows:


 

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