Exhibit 99.7
EXECUTION COPY
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GSAA HOME EQUITY TRUST 2006-15
ASSET-BACKED CERTIFICATES
SERIES 2006-15
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
among
XXXXXXX XXXXX MORTGAGE COMPANY,
as Assignor
GS MORTGAGE SECURITIES CORP.,
as Assignee
and
XXXXX FARGO BANK, NATIONAL ASSOCIATION
as Servicer
Dated as of
September 28, 2006
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated September
28, 2006 (this "Agreement"), among Xxxxxxx Xxxxx Mortgage Company, a New York
limited partnership (the "Assignor"), GS Mortgage Securities Corp., a Delaware
corporation (the "Assignee") and Xxxxx Fargo Bank, National Association, a
national banking association (the "Servicer").
WHEREAS, the Assignor and M&T Mortgage Corporation ("M&T
Mortgage") have entered into the Master Mortgage Loan Purchase and Servicing
Agreement, dated as of November 1, 2005 (the "Sale Agreement"), pursuant to
which M&T Mortgage sold to the Assignor certain mortgage loans on a
servicing-released basis listed on the mortgage loan schedule attached as an
exhibit to the Trust Agreement (as defined below);
WHEREAS, the Assignor and the Servicer have entered into the
Servicing Agreement, dated as of June 30, 2006 (the "Servicing Agreement"),
pursuant to which the Servicer has agreed to service certain mortgage loans
acquired by the Assignor from time to time;
WHEREAS, the Assignee has agreed on certain terms and conditions
to purchase from the Assignor certain of the mortgage loans acquired from M&T
Mortgage (the "Mortgage Loans") on August 3, 2006, which became subject to the
provisions of the Servicing Agreement as of September 1, 2006, 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 September 1, 2006 (the "Trust Agreement"), among GS Mortgage Securities
Corp., as depositor, Deutsche Bank National Trust Company, as trustee (in such
capacity, the "Trustee") and as a custodian, U.S. Bank National Association,
as a custodian, JPMorgan Chase Bank, National Association, as a custodian and
Xxxxx Fargo 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, and of the mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. Assignment, Assumption and Conveyance.
(a) The Assignor hereby assigns to the Assignee, as of the date
hereof, all of its right, title and interest in and to 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), 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.
The Assignor specifically reserves and does not assign to the
Assignee hereunder (i) any and all right, title and interest in, to and under
and any obligations of the Assignor with respect to any mortgage loans subject
to the Servicing Agreement that are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any
rights and obligations of the Assignor pursuant to the Servicing Agreement
arising prior to the date hereof, (iii) the rights and obligations of the
Owner under the following sections of the Servicing Agreement: Section 11.02
(relating to the Owner's right to terminate the Servicer) and Section 7.01
(relating to the Owner's right to receive information from the Servicer) or
(iv) any rights of the Assignor under the Commitment Letter, dated as of
August 11, 2006 (the "Commitment Letter"), between the Owner and the Servicer,
which rights shall survive the execution and delivery of this Agreement.
The Assignee hereby assumes all of the Assignor's obligations
under the Mortgage Loans and the Servicing Agreement solely insofar as such
obligations relate to the Mortgage Loans, other than the obligations set forth
in clauses (ii) and (iii) of the preceding paragraph.
(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.
2. Recognition of the Servicer.
From and after the date hereof (the "Securitization Closing
Date"), the Servicer shall and does hereby recognize that the Assignee will
transfer the Mortgage Loans and assign its rights under the Servicing
Agreement (solely to the extent set forth herein) and this Agreement to the
Trustee of the GSAA Home Equity Trust 2006-15 (the "Trust") created pursuant
to the Trust Agreement. The Servicer hereby acknowledges and agrees that from
and after the date hereof (i) the Trust will be the owner of the Mortgage
Loans and the Servicer will be the servicer of the Mortgage Loans on or after
the applicable Transfer Date pursuant to the terms set forth in the Servicing
Agreement and related Commitment Letter, (ii) the Servicer shall look solely
to the Trust (including the Trustee and the Securities Administrator acting on
the Trust's behalf) for performance of any obligations of the Assignor under
the Mortgage Loans and the Servicing Agreement (solely insofar as it relates
to the Mortgage Loans) (except for such obligations of the Assignor retained
by the Assignor hereunder), (iii) the Trust (including the Trustee and the
Securities Administrator acting on the Trust's behalf) shall have all the
rights and remedies available to the Assignor, insofar as they relate to (A)
the Mortgage Loans, under the Sale Agreement pursuant to which the Owner
purchased the Mortgage Loans from M&T Mortgage and (B) the Servicing
Agreement, and shall be entitled to enforce all of the obligations of the
Servicer thereunder insofar as they relate to the Mortgage Loans, including
without limitation, the remedies for breaches of representations and
warranties set forth in Section 3.02 of the Servicing Agreement (except for
the rights and remedies retained by the Assignor hereunder),
(iv) all references to the Owner under the Servicing Agreement insofar as they
relate to the Mortgage Loans shall be deemed to refer to the Trust (except to
the extent of the rights and obligations retained by the Assignor hereunder)
(including the Trustee and the Securities Adminstrator acting on the Trust's
behalf) and (v) the Mortgage Loans will be part of a REMIC, and 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) after the applicable
Transfer Date 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). Neither the Servicer nor the Assignor shall
amend or agree to amend, modify, waive, or otherwise alter any of the terms or
provisions of the Servicing Agreement which amendment, modification, waiver or
other alteration would in any way affect the Mortgage Loans or the Servicer's
performance under the Servicing Agreement with respect to the Mortgage Loans
without the prior written consent of the Depositor as set forth in the Trust
Agreement.
3. Modifications 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 definition of "Principal Prepayment Period" set forth in
Article I shall be deleted in its entirety and replaced with the
following:
"Principal Prepayment Period: With respect to any Remittance Date,
the 14th day of the calendar month preceding the month in which that
Remittance Date occurs to the 13th day of the month in which the
Remittance Date occurs."
(b) The definition of "Remittance Date" set forth in Article I
shall be deleted in its entirety and replaced with the following:
"Remittance Date: With respect to any Remittance Date, the 24th
day (or if such 24th day is not a Business Day, the first Business Day
immediately preceding such date) of any month."
(c) The definition of "Servicing Fee Rate" set forth in Article I
shall be deleted in its entirety and replaced with the following:
"Servicing Fee Rate: With respect to any Mortgage Loan, 0.250% per
annum."
(d) The first sentence of the fifth paragraph of Section 4.16
shall be deleted in its entirety and replaced with the following:
"Subject to two (2) Business Days' prior written notice to the
Owner, at the address specified in Section 12.05, of its intent to do so, the
disposition of REO Property shall be
carried out by the Servicer at such price, and upon such terms and conditions,
as the Servicer deems to be in the best interests of the Owner."
4. 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.
5. 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.
6. Representations and Warranties of the Servicer.
The Servicer warrants and represents to and covenants with, the
Assignor, the Assignee and the Trust as of the date hereof that:
(a) The Servicer is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its formation;
(b) The Servicer has full power and authority to execute, deliver
and perform its obligations under this Agreement and has full power and
authority to perform its obligations under this Agreement and the
Servicing Agreement. The execution by the Servicer of this Agreement is
in the ordinary course of the Servicer's business and will not conflict
with, or result in a breach of, any of the terms, conditions or
provisions of the Servicer's charter or bylaws or any legal restriction,
or any material agreement or instrument to which the Servicer is now a
party or by which it is bound, or result in the violation of any law,
rule, regulation, order, judgment or decree to which the Servicer or its
property is subject. The execution, delivery and performance by the
Servicer of this Agreement have been duly authorized by all necessary
corporate action on part of the Servicer. This Agreement has been duly
executed and delivered by the Servicer, and, upon the due authorization,
execution and delivery by the Assignor and the Assignee, will constitute
the valid and legally binding obligation of the Servicer, enforceable
against the Servicer in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally, and by general principles of equity
regardless of whether enforceability is considered in a proceeding in
equity or at law;
(c) No consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is
required to be obtained or made by the Servicer in connection with the
execution, delivery or performance by the Servicer of this Agreement or
the consummation by it of the transaction contemplated hereby;
(d) There is no action, suit, proceeding or investigation pending
or threatened against the Servicer, before any court, administrative
agency or other tribunal, which would draw into question the validity of
this Agreement or the Servicing Agreement, or which, either in any one
instance or in the aggregate, is likely to result in any material
adverse change in the ability of the Servicer to perform its obligations
under this Agreement or the Servicing Agreement, and the Servicer is
solvent;
(e) To the extent the Mortgage Loans have been transferred to the
Servicer as of Securitization Closing Date, the Servicer has serviced
the Mortgage Loans in accordance with the Servicing Agreement and has
provided accurate "paid through" data (assuming the correctness of all
"paid through" data provided by the Assignor to the Servicer at the time
the Servicer began servicing the Mortgage Loans) with respect to the
Mortgage Loans to the Assignor;
(f) To the extent the Mortgage Loans have been transferred to the
Servicer as of Securitization Closing Date, except as reflected in the
"paid through" data delivered to the Assignor (assuming the correctness
of all "paid through" data provided by the Assignor to the Servicer at
the time the Servicer began servicing the Mortgage Loans), there is no
payment default existing under any Mortgage or any Mortgage Note as of
the Securitization Closing Date; and
(g) To the extent the Mortgage Loans have been transferred to the
Servicer as of Securitization Closing Date, to the Servicer's knowledge,
there is no non-payment default existing under any Mortgage or Mortgage
Note, or any event which, with the passage of time or with notice and
the termination of any grace or cure period, would constitute a
non-payment default, breach, violation or event which would permit
acceleration as of the Securitization Closing Date.
(h) Pursuant to Section 9.01 of the Servicing Agreement, the
Servicer hereby represents and warrants, for the benefit of the
Assignor, the Assignee and the Trust, that the representations and
warranties set forth in Section 3.01 of the Servicing Agreement are true
and correct as of the date hereof as if such representations and
warranties were made on the date hereof.
7. 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).
8. 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 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 Section 8 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, with respect to the Mortgage
Loans, the Assignor has made no representations or warranties to the Assignee
other than those contained in Section 8, and no other affiliate of the
Assignor has made any representations or warranties of any kind to the
Assignee.
9. Miscellaneous.
(a) This Agreement shall be construed in accordance with the laws
of the State of New York, without regard to conflicts of law principles,
and the obligations, rights and remedies of the parties hereunder shall
be determined in accordance with such laws.
(b) No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by
the party against whom such waiver or modification is sought to be
enforced, with the prior written consent of the Trustee.
(c) This Agreement shall inure to the benefit of (i) the
successors and assigns of the parties hereto and (ii) the Trust
(including the Trustee and the Securities Administrator acting on the
Trust's behalf). Any entity into which the Assignor, Assignee or the
Servicer may be merged or consolidated shall, without the requirement
for any further writing, be deemed Assignor, Assignee or the Servicer,
respectively, hereunder.
(d) Each of this Agreement and the Servicing Agreement shall
survive the conveyance of the Mortgage Loans and the assignment of the
Purchase Agreements and the Servicing Agreement (to the extent assigned
hereunder) by the Assignor to the Assignee and by Assignee to the Trust
and nothing contained herein shall supersede or amend the terms of the
Purchase Agreements and the Servicing Agreement.
(e) This Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original and all
such counterparts shall constitute one and the same instrument.
(f) In the event that any provision of this Agreement conflicts
with any provision of the Purchase Agreements or the Servicing Agreement
with respect to the Mortgage Loans, the terms of this Agreement shall
control.
(g) Capitalized terms used in this Agreement (including the
exhibits hereto) but not defined in this Agreement shall have the
meanings given to such terms in the purchase agreements or the Servicing
Agreement, as applicable.
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:
(a) in the case of the Servicer,
Xxxxx Fargo Bank, National Association
1 Home Campus, MAC #X2302-033
Xxx Xxxxxx, Xxxx 00000-0000
Attention: Xxxx X. Xxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
with a copy to,
Xxxxx Fargo Bank, National Association
1 Home Campus, MAC #X2401-06T
Xxx Xxxxxx, Xxxx 00000-0000
Attention: General Counsel
Tel: (000) 000-0000
Fax: (000) 000-0000
or such other address as may hereafter be furnished by the Servicer;
(b) in the case of the Assignee,
GS Mortgage Securities Corp.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Tel.: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
GS Mortgage Securities Corp.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
or such other address as may hereafter be furnished by the Assignee, and
(c) in the case of the Assignor,
GS Mortgage Securities Corp.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Tel.: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxxxxx Xxxxx Mortgage Company
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
or such other address as may hereafter be furnished by the Assignor.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the date first above written.
GS MORTGAGE SECURITIES CORP.
By: /s/ Xxxxx Gasuoda
------------------------------------
Name: Xxxxx Gasuoda
Title: Vice President
XXXXXXX XXXXX MORTGAGE COMPANY, a New York
limited partnership
By: XXXXXXX SACHS REAL ESTATE FUNDING
CORP., a New York corporation, as General
Partner
By: /s/ Xxxxxxxx Xxxx
------------------------------------
Name: Xxxxxxxx Xxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Servicer
By: /s/ Xxxxxx XxXxxxxx
------------------------------------
Name: Xxxxxx XxXxxxxx
Title: Vice President
Step 1 AAR
EXHIBIT A
Mortgage Loan Schedule
[On File with the Securities Administrator as provided by the Depositor]
A-1
EXHIBIT B
Servicing Agreement
[On File with the Depositor]
