Exhibit 99.15
-------------
EXECUTION COPY
==============================================================================
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
among
XXXXXXX XXXXX MORTGAGE COMPANY,
as Assignor
GS MORTGAGE SECURITIES CORP.,
as Assignee
and
COUNTRYWIDE HOME LOANS SERVICING, LP
as Servicer
Dated as of
February 24, 2006
==============================================================================
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated February
24, 2006 (this "Agreement"), among Xxxxxxx Sachs Mortgage Company
("Assignor"), GS Mortgage Securities Corp. ("Assignee") and Countrywide Home
Loans Servicing LP ( the "Servicer").
For and 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.
The Assignor hereby conveys, sells, grants, transfers and assigns
to the Assignee all of the right, title and interest (other than those rights
specifically retained by the Assignor pursuant to this Agreement) of the
Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans
listed on the schedule (the "Mortgage Loan Schedule") attached hereto as
Exhibit A (the "Mortgage Loans"), and (b) solely insofar as it relates to the
Mortgage Loans, that certain Flow Servicing Agreement, dated as of May 1, 2005
(the "Servicing Agreement"), by and between the Assignor, as owner (the
"Owner") and the Servicer. The Assignor hereby agrees that it will (i) deliver
possession of notes evidencing the Mortgage Loans to, or at the direction of,
the Assignee or its designee and (ii) take in a timely manner all necessary
steps under all applicable laws to convey and to perfect the conveyance of the
Mortgage Loans as required under the Trust Agreement (as defined below).
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 6.01(b)
(relating to the Owner's right to terminate the Servicer), Section 4.09
(relating to the Owner's right to receive information from the Servicer) and
Sections 13.13(i) and 13.15 (relating the Owner's obligation to execute
certain confidentiality agreements) or (iv) any rights of the Assignor under
the Commitment Letter, dated as of February 24, 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.
The parties hereto agree that, notwithstanding anything to the
contrary contained in the Commitment Letter, with respect to the Mortgage
Loans being serviced under the Servicing Agreement the Servicing Fee Rate for
the Mortgage Loans shall be the rate set forth on the Mortgage Loan Schedule.
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 U.S.
Bank National Association, as trustee (including its successors in interest
and any successor trustees under the Trust Agreement, the "Trustee"), of the
GSAA Home Equity Trust 2006-3 (the "Trust") created pursuant to a Master
Servicing and Trust Agreement, dated as of February 1, 2006 (the "Trust
Agreement"), among the Assignee, the Trustee, JPMorgan Chase Bank, National
Association, as a custodian, Deutsche Bank National Trust Company, as a
custodian, U.S. Bank National Association, as a custodian and JPMorgan Chase
Bank, National Association, as master servicer (including its successors in
interest and any successor servicer under the Trust Agreement, the "Master
Servicer") and as securities administrator. 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 Trust Agreement, (ii) the Servicer shall look solely to the Trust
(including the Trustee and the Master Servicer 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 Master Servicer
acting on the Trust's behalf) shall have all the rights and remedies available
to the Assignor, insofar as they relate to the Mortgage Loans, under the
applicable Purchase Agreement pursuant to which the Owner purchased the
related Mortgage Loans from the related Seller and the Servicing Agreement,
including, without limitation, the enforcement of the document delivery
requirements set forth in Section 6.03 of the related Purchase 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
Article 10 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
Servicer 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) prior to 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, waiver,
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 Trustee.
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 second sentence of the second paragraph of Section 3.01
shall be amended by deleting the words "following the Business Day".
(b) A new section, Section 13.20, will be added immediately
following Section 13.19 which shall read as follows:
"Section 13.20 Third-Party Beneficiary. JPMorgan Chase Bank,
National Association, as master servicer, securities administrator
and a custodian under the Master Servicing and Trust Agreement,
dated as of February 1, 2006, among GS Mortgage Securities Corp.,
U.S. Bank National Association, as trustee and Deutsche Bank
National Trust Company, as custodian, shall be considered a
third-party beneficiary to this Agreement entitled to all of the
rights and benefits accruing to it as if it were a direct party to
this Agreement."
4. 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) The Servicer shall establish a Custodial Account and an Escrow
Account under the Servicing Agreement in favor of the Trust with respect
to the Mortgage Loans separate from the Custodial Account and Escrow
Account previously established under the Servicing Agreement in favor of
the Assignor;
(e) 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;
(f) 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;
(g) 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
(h) 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.
Pursuant to Section 13.13 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 Article X
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.
5. Representations and Warranties of the Assignor.
The Assignor warrants and represents to the Assignee and the Trust
as of date hereof that:
(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) No Waiver. The Assignor has not waived the performance by any
Mortgagor of any action, if such Mortgagor's failure to perform such
action would cause the Mortgage Loan to be in default, nor has the
Servicer waived any default resulting from any action or inaction by
such Mortgagor.
(d) 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, including without limitation, any provisions
relating to prepayment charges, have been complied with.
(e) High Cost. With respect to the Mortgage Loans, no Mortgage
Loan is categorized as "High Cost" pursuant to the then-current Standard
& Poor's Glossary for File Format for LEVELS(R) Version 5.6(c), 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.
(f) 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.
(g) Qualified Mortgage Loan. Each Mortgage Loan is a "qualified
mortgage" under Section 860G(a)(3) of the Internal Revenue Code of 1986,
as amended.
(h) 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.
(i) Prepayment Premiums. To the Assignor's knowledge, no Mortgage
Loan originated on or after October 1, 2002 will impose a prepayment
premium for a term in excess of three years. Any loans originated prior
to such date, and any non-subprime loans, will not impose prepayment
penalties in excess of five years.
6. Remedies for Breach of Representations and Warranties of the
Assignor.
The Assignor hereby acknowledges and agrees that in the event of
any breach of the representations and warranties made by the Assignor set
forth in Section 4 hereof or in Section 1 of the Representations and
Warranties Agreement, dated as of February 24, 2006, between the Assignor and
Assignee (the "Representations and Warranties Agreement") that materially and
adversely affects the value of the Mortgage Loans or the interest of the
Assignee or the Trust therein, within sixty (60) days of the earlier of either
discovery by or notice to the Assignor of such breach of a representation or
warranty, it shall cure, purchase, cause the purchase of, or substitute for
the applicable Mortgage Loan in the same manner and subject to the conditions
set forth in Section 2 of the Representations and Warranties Agreement.
7. 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 Servicer 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.
[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:
------------------------------------
Name:
Title:
XXXXXXX XXXXX MORTGAGE COMPANY, a New
York limited partnership
By: XXXXXXX SACHS REAL ESTATE FUNDING
CORP., a New York corporation, as
General Partner
By:
------------------------------------
Name:
Title:
COUNTRYWIDE HOME LOANS SERVICING LP, a
Texas limited partnership
(Servicer)
By: COUNTRYWIDE GP, INC., its general
partner
By:
------------------------------------
Name:
Title:
EXHIBIT A
Mortgage Loan Schedule
[On File with the Securities Administrator as provided by the Depositor]
A-1
