EXHIBIT 99.13

EX-99 17 exhibit9913.htm EXHIBIT 99.13 EXHIBIT 99.13

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated of January 1, 2006, is entered into among GS Mortgage Securities Corp. (the “Assignee”), Goldman Sachs Mortgage Company (the “Assignor”), and PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation), as the servicer (the “Servicer”) and the seller (the “Seller”).

RECITALS

WHEREAS the Assignor, the Seller and the Servicer have entered into a certain Mortgage Loan Flow Purchase, Sale & Servicing Agreement dated as of June 1, 2004, as amended by Amendment No. 1 dated as of July 1, 2004 (collectively, the “June 2004 Agreement”) and a certain Amended and Restated Mortgage Loan Flow Purchase, Sale & Servicing Agreement dated as of December 1, 2005 (the “December 2005 Agreement”) (each, an “Agreement” and together the “Agreements”), pursuant to which the Assignor has acquired certain Mortgage Loans pursuant to the terms of the Agreements and the Servicer has agreed to service such Mortgage Loans;

WHEREAS the Assignee has agreed, on the terms and conditions contained herein, to purchase from the Assignor certain of the Mortgage Loans (the “Specified Mortgage Loans”) which are subject to the provisions of the applicable Agreement and are listed on the mortgage loan schedule attached as Exhibit I hereto (the “Specified Mortgage Loan Schedule”); and

WHEREAS, the Assignor and the Assignee have agreed that the Servicer will service all of the Mortgage Loans under the December 2005 Sale and Servicing 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:

Assignment and Assumption

(a)

On and of the date hereof, the Assignor hereby sells, assigns and transfers to the Assignee all of its right, title and interest in the Specified Mortgage Loans and all rights related thereto as provided under the Agreements to the extent relating to the Specified Mortgage Loans (other than the rights of the Assignor to indemnification under the Agreements), the Assignee hereby accepts such assignment from the Assignor and hereby agrees to the release of the Assignor from any obligations under the Agreements, to the extent of the Specified Mortgage Loans, from and after the date hereof, and each of the Seller and the Servicer hereby acknowledges such assignment, assumption and release.

(b)

On and as of the date hereof, the Assignor represents and warrants to the Assignee that the Assignor has not taken any action that would serve to impair or encumber the Assignee’s ownership interests in the Specified Mortgage Loans since the date of the Assignor’s acquisition of the Specified Mortgage Loans.

(c)

The Assignor, the Seller and the Servicer shall have the right to amend, modify or terminate the Agreements without joinder of the Assignee with respect to mortgage loans not conveyed to Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

(d)

The Servicer and the Assignee hereby agree that the Servicer shall service all of the Mortgage Loans under the December 2005 Sale and Servicing Agreement.

Accuracy of Agreement

Each of the Seller, the Servicer and the Assignor represent and warrant to Assignee that (i) attached hereto as Exhibit II is a true, accurate and complete copy of the December 2005 Agreement, (ii) each Agreement is in full force and effect as of the date hereof, (iii) the Agreements have not been amended or modified in any respect and (iv) no notice of termination has been given to the Servicer thereunder.

Recognition of Purchaser

From and after the date hereof, each of the Assignee, the Seller and the Servicer shall note the transfer of the Specified Mortgage Loans to the Assignee in their respective books and records and shall recognize the Assignee as the owner of the Specified Mortgage Loans, and Servicer shall service the Specified Mortgage Loans for the benefit of the Assignee pursuant to the applicable Agreement, the terms of which are incorporated herein by reference. It is the intention of the Seller, the Servicer, the Assignee and the Assignor that the Assignment shall be binding upon and inure to the benefit of the Assignee and the Assignor and their successors and assigns.

Representations and Warranties of Assignee. The Assignee hereby represents and warrants to the Seller, the Servicer and the Assignor as follows:

(a)

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 Seller or the Assignor other than those contained in the Agreements or this Assignment.

(b)

The Assignee is duly and legally authorized to enter into this Assignment and to perform its obligations hereunder and under the Agreements.

(c)

This Assignment 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 against it 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).

Representations and Warranties of Assignor. The Assignor hereby represents and warrants to the Assignee, Seller and Servicer as of the date hereof, unless otherwise stated, as follows:

(a)

The Assignor is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority (corporate and other) to enter into and perform its obligations under this Assignment.

(b)

This Assignment has been duly authorized, executed and delivered by the Assignor and (assuming due authorization, execution and delivery thereof by each of the other parties hereto) constitutes its legal, valid and binding obligation, enforceable against it 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).

(c)

The execution, delivery and performance by the Assignor of this Assignment 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)

The execution and delivery of this Assignment have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery of this Assignment, nor the consummation of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, 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 Assignor is a party or by which it is bound.

(e)

There is no action, suit, proceeding or investigation pending or, to the best of the Assignor’s knowledge, threatened, against the Assignor, which, either in any one instance or in the aggregate, if determined adversely to the Assignor would adversely affect its ability to perform its obligations under this Assignment.

(f)

As of January 30, 2006, 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.

(g)

As of January 30, 2006, no Mortgage Loan is classified as a “high cost” mortgage loan under Section 32 of the Home Ownership and Equity Protection Act of 1994, as amended, and no Mortgage Loan is considered a “high cost” mortgage loan under any applicable federal, state or local laws; no Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable (as such terms are defined in the Standard & Poor’s LEVELSâ Glossary, Version 5.6c Revised, Appendix E, in effect on March 1, 2005);and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act.

(h)

As of January 30, 2006, 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 the Mortgage Loans have been complied with. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities.

Representations and Warranties of Seller and Servicer. Each of the Seller and the Servicer hereby represents and warrants to the Assignee and the Assignor as follows:

(a)

Each of the Seller and the Servicer is duly and legally authorized to enter into this Assignment and to perform its respective obligations hereunder and under the Agreements.

(b)

This Assignment has been duly authorized, executed and delivered by each of the Seller and the Servicer and (assuming due authorization, execution and delivery thereof by each of the other parties hereto) constitutes its legal, valid and binding obligation, enforceable against each such party 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).

(c)

The representations and warranties of the Seller and the Servicer set forth in Sections 3.01 and 3.02 of each Agreement are true and correct as of the date hereof.

Continuing Effect

Except as contemplated hereby, each Agreement shall remain in full force and effect in accordance with its terms.

Governing Law

This Assignment 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.

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, 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.

Notices

Any notices or other communications permitted or required to be made under the Agreements shall be made in accordance with the terms of the Agreement and shall be sent (i) to the Assignee as follows: GS Mortgage Securities Corp., 85 Broad Street, New York, New York 10004, Attention: Anton Kuzmanov, Facsimile No.: (212) 902-3000 or to such other address as may hereafter be furnished by the Assignee to the parties in accordance with the provisions of the Agreement and (ii) to the Servicer and Seller as follows: PHH Mortgage Corporation, 3000 Leadenhall Road, Mt. Laurel, NJ 08054, Attn: Marc Hinkle, Facsimile No.: (856) 917-8588.

10.

Counterparts

This Assignment 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.

11.

Definitions

Any capitalized term used but not defined in this Assignment has the same meaning as in the applicable Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Assignment the day and year first above written.

	ASSIGNOR:
	GOLDMAN SACHS MORTGAGE COMPANY
	By: /s/ Greg A. Finck Name: /s/ Greg A. Finck Title: Managing Director
	ASSIGNEE: GS MORTGAGE SECURITIES CORP.
	By: /s/ Greg A. Finck Name: /s/ Greg A. Finck Title: Managing Director
	SELLER and SERVICER:
	PHH MORTGAGE CORPORATION
	By: /s/ Crissy Judge Name: Crissy Judge Title: Assistant

Exhibit I

Specified Mortgage Loan Schedule

Exhibit II

December 2005 Agreement