Exhibit 99.4
Execution Copy
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
among
GS MORTGAGE SECURITIES CORP.,
as Assignor
DEUTSCHE BANK NATIONAL TRUST COMPANY,
AS TRUSTEE FOR GSAA HOME EQUITY TRUST 2006-4,
as Assignee
COUNTRYWIDE HOME LOANS, INC.,
as Countrywide
and
COUNTRYWIDE HOME LOANS SERVICING LP,
as Servicer
and as acknowledged by
XXXXX FARGO BANK, N.A.,
as Master Servicer
Dated as of
March 2, 2006
==============================================================================
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made this 2nd day of
March, 2006 (this "Assignment Agreement"), among Countrywide Home Loans
Servicing LP, (the "Servicer"), Countrywide Home Loans, Inc. ("Countrywide"),
Deutsche Bank National Trust Company, not in its individual capacity but
solely as trustee (the "Trustee") on behalf of GSAA Home Equity Trust 2006-4
(the "Assignee"), and GS Mortgage Securities Corp., a Delaware corporation
(the "Assignor" or "Depositor"), and as acknowledged by Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer").
WHEREAS, Xxxxxxx Xxxxx Mortgage Company ("GSMC") and the Servicer have
entered into the Servicing Agreement, dated as of July 1, 2004 (the "Servicing
Agreement") as amended by that certain Amendment Reg AB, dated as of January
1, 2006 ("Amendment Reg AB" and, together with the Servicing Agreement, the
"Servicing Agreement"), and GSMC and Countrywide have entered into the Master
Mortgage Loan Purchase Agreement, dated as of July 1, 2004 as amended by that
Amendment Reg AB (as amended, the "Sale Agreement"), pursuant to which
Countrywide sold to GSMC certain mortgage loans listed on the mortgage loan
schedule attached to the related Purchase Confirmation (as defined in the Sale
Agreement);
WHEREAS, GSMC has assigned and conveyed certain mortgage loans (the
"Mortgage Loans"), which Mortgage Loans are subject to the provisions of the
Servicing Agreement and Sale Agreement, to the Assignor pursuant to an
Assignment, Assumption and Recognition Agreement, dated as of March 2, 2006
(the "GSMC Assignment Agreement");
WHEREAS, the Assignee has agreed on certain terms and conditions to
purchase from the Assignor the Mortgage Loans acquired by the Assignor
pursuant to the GSMC Assignment Agreement, which Mortgage Loans 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
February 1, 2006 (the "Trust Agreement"), among GS Mortgage Securities Corp.,
as depositor, Deutsche Bank National Trust Company, as trustee (the "Trustee")
and as a custodian, U.S. Bank National Association and JPMorgan Chase Bank,
N.A., as custodians, and Xxxxx Fargo Bank, N.A., as master servicer (the
"Master Servicer") and as securities administrator, the Assignor will transfer
the Mortgage Loans to the Assignee, together with the Assignor's rights and
obligations under the Servicing Agreement and the Sale Agreement, to the
extent relating to the Mortgage Loans (other than the rights of the Assignor
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, as of the date hereof, all of its right, title and interest in and
to the Mortgage Loans and the GSMC Assignment Agreement (including without
limitation the rights and obligations of GSMC under the Servicing Agreement
and the Sale Agreement to the extent assigned to the Assignor under the GSMC
Assignment Agreement) from and after the date hereof, and the
Assignee hereby assumes all of the Assignor's obligations under the Servicing
Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans
that arise from and after March 2, 2006, 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
March 2, 2006, to the extent relating to the Mortgage Loans and Countrywide
hereby acknowledges such assignment and assumption and hereby agrees to the
release of the Assignor from any obligations under the Sale Agreement from and
after March 2, 2006, 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 respective dates
of the Servicing Agreement and the Sale Agreement.
(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 to the extent
permitted by the Servicing Agreement; provided, however, that such amendment,
modification or termination shall not affect or be binding on the Assignee.
(d) Countrywide 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 to the extent
permitted by the Servicing Agreement; provided, however, that such amendment,
modification or termination shall not affect or be binding on the Assignee
2. Accuracy of Servicing Agreement. (a) 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,
except as contemplated herein or as previously disclosed in the GSMC
Assignment Agreement and (iv) no notice of termination has been given to the
Servicer under the Servicing Agreement. The Servicer, in its capacity as
servicer under the Servicing Agreement, further represents and warrants that
the representations and warranties contained in Section 2.1 of the Servicing
Agreement are true and correct as of the Closing Date (as such term is defined
in the Servicing Agreement).
(b) Countrywide and the Assignor represent and warrant to the Assignee
that (i) attached hereto as Exhibit 3 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) the Sale Agreement has not been amended or modified in
any respect and (iv) no notice of termination has been given to Countrywide
under the Sale Agreement. Countrywide, in its capacity as seller under the
Sale Agreement, further represents and warrants that the representations and
warranties contained in Section 3.01 of the Sale Agreement are true and
correct as of the Closing Date (as such term is defined in the Sale
Agreement).
3. Recognition of Assignee.
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(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 owner of the Mortgage Loans and, notwithstanding
anything herein to the contrary, shall service all of the Mortgage Loans for
the benefit of the Assignee pursuant to the Servicing Agreement the terms of
which are incorporated herein by reference. It is the intention of the
Assignor, Countrywide, the Servicer and Assignee that the Sale Agreement and
the Servicing Agreement shall be binding upon and inure to the benefit of
Countrywide, the Servicer and the Assignee and their successors and assigns,
respectively.
(b) The Servicer further acknowledges that, from and after the date
hereof, it (and any of its successors under the Servicing Agreement) will be
subject to the supervision of the Master Servicer 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 "Owner" under the Servicing 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 Master Servicer may enforce on behalf of the Trustee will include,
without limitation, the right to terminate the Servicer under the Servicing
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
Servicing Agreement, the right to receive all monthly reports and other data
required to be delivered by the Servicer under the Servicing Agreement and the
right to exercise certain rights of consent and approval relating to actions
taken by the Servicer. Notwithstanding the foregoing, it is understood that
the Servicer shall not be obligated to defend and indemnify and hold harmless
the Master Servicer, the Assignor and the Assignee against any losses,
damages, penalties, fines, forfeitures, judgments and any related costs
including, without limitation, reasonable and necessary legal fees, resulting
from (i) actions or inactions of the Servicer which were taken or ommitted
upon the instruction or direction of the Master Servicer or (ii) the failure
of the Master Servicer to perform the obligations of the Assignee with respect
to the Assignment Agreement or of the "Owner" with respect to the servicing
provisions of the Servicing Agreement as the Master Servicer is required to
perform, as applicable.
(c) All reports and other data required to be delivered by the Servicer
to the "Purchaser" under the Servicing Agreement shall be delivered to the
Master Servicer 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 Servicing Agreement, shall be made instead to the Master
Servicer by wire transfer to the following account:
Xxxxx Fargo Bank, N.A.
ABA #: 000000000
For credit to: SAS Clearing
Acct #: 0000000000
FFC to: GSAA 2006-4 Acct # 50900700
(d) Notwithstanding anything to the contrary in the Servicing Agreement,
with respect to the Mortgage Loans, not later than the tenth (10th) 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-
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upon format, (b) default loan data in the format mutually agreed-upon between
the Servicer and the Master Servicer and (c) information regarding realized
losses and gains in the format mutually agreed between the Servicer and the
Master Servicer, in each case relating to the period beginning on the second
day of the month immediately preceding month and ending on the first day of
the then current 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 pursuant to clause
(i)(c) above.
4. 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, the Servicer
or Countrywide other than those contained in the Servicing Agreement, the Sale
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 and Sale
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).
5. 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 corporation in good standing under the laws of the State of
Delaware with full power and authority (corporate and other) to enter into and
perform its obligations under the Servicing Agreement, Sale 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
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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 this Section 5 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 6 to repurchase 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 this Section 5. It is further understood and agreed
that the Assignor shall be deemed not to have made the representations and
warranties in this Section 5 with respect to, and to the extent of,
representations and warranties made, as to the matters covered in this Section
5, by Countrywide in the Sale Agreement (or any officer's certificate
delivered pursuant thereto).
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 this Section 5, and no other affiliate of the Assignor
has made any representations or warranties of any kind to the Assignee.
6. Repurchase of Mortgage Loans. Upon discovery or notice of any breach
by the Assignor of any representation, warranty or covenant under this
Assignment Agreement that materially and adversely affects the value of any
Mortgage Loan or the interest of the Assignee therein (it being understood
that any such defect or breach shall be deemed to have
5
materially and adversely affected the value of the related Mortgage Loan or
the interest of the Assignee therein if the Assignee incurs a loss as a result
of such defect or breach), the Assignee promptly shall request that the
Assignor cure such breach and, if the Assignor does not cure such breach in
all material respects within 60 days from the date on which it is notified of
the breach, the Assignee may enforce the Assignor's obligation hereunder to
repurchase such Mortgage Loan from the Assignee at the Repurchase Price as
defined in the Sale Agreement. Notwithstanding the foregoing, however, if such
breach is a Qualification Defect as defined in the Sale Agreement, such cure
or repurchase must take place within 90 days of discovery of such
Qualification Defect.
In the event Countrywide has breached a representation or warranty under
the Sale Agreement that is substantially identical to, or covers the same
matters as, a representation or warranty breached by the Assignor hereunder,
the Assignee shall first proceed against Countrywide. If Countrywide does not
within 90 days after notification of the breach, take steps to cure such
breach (which may include certifying to progress made and requesting an
extension of the time to cure such breach, as permitted under the Sale
Agreement) or purchase the Mortgage Loan, the Assignee shall be entitled to
enforce the obligations of the Assignor hereunder to cure such breach or to
purchase the Mortgage Loan from the Trust. In such event, the Assignor shall
succeed to the rights of the Assignee to enforce the obligations of
Countrywide to cure such breach or repurchase such Mortgage Loan under the
terms of the Sale Agreement with respect to such Mortgage Loan. In the event
of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall
promptly deliver to the Assignor or its designee the related Mortgage File and
shall assign to the Assignor all of the Assignee's rights under the Sale
Agreement, but only insofar as the Sale Agreement relates to such Mortgage
Loan.
Except as specifically set forth herein, the Assignee shall have no
responsibility to enforce any provision of this Assignment Agreement, to
oversee compliance hereof, or to take notice of any breach or default thereof.
7. Termination; Optional Clean-Up Call. In connection with the Trust
Agreement, the Master Servicer hereby agrees to the following obligations
described below. For purposes of this Section 7 only, any capitalized term
used but not defined in this Assignment Agreement has the same meaning
assigned thereto in the Trust Agreement.
If the Master Servicer exercises its option to solicit bids and
terminates the Trust Fund pursuant to Section 11.01(a) of the Trust Agreement,
by no later than the 10th day of the month of the final distribution, the
Master Servicer shall notify the Trustee and the Securities Administrator of
the final Distribution Date and of the applicable sale price of the Mortgage
Loans and REO Properties.
In the event the Mortgage Loans (and REO Properties) are sold pursuant
to Section 11.01(a) of the Trust Agreement, the Master Servicer shall remit to
the Securities Administrator the applicable Termination Price on the
Remittance Date immediately preceding the applicable final Distribution Date.
Upon such final deposit with respect to the Trust Fund and the receipt by the
Securities Administrator and the Custodian of a Request for Release therefor,
the Master Servicer shall direct the Custodian to release to the Master
Servicer or its designee the Custodial Files for the Mortgage Loans.
6
8. Continuing Effect. Except as contemplated hereby, the Servicing
Agreement and the Sale Agreement shall remain in full force and effect in
accordance with their respective terms.
9. Governing Law.
THIS ASSIGNMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF).
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
AGREEMENT, 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 AGREEMENT.
10. Notices. Any notices or other communications permitted or required
hereunder or under the Servicing Agreement or the Sale 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,
Countrywide Home Loans Servicing LP
000 Xxxxxxxxxxx Xxx
Xxxx Xxxxxx, XX 00000
Attention: Investor Accounting
With a copy to:
Countrywide Home Loans, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Attention: General Counsel
or such other address as may hereafter be furnished by the Servicer;
(b) in the case of Countrywide,
Countrywide Home Loans, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx Xxxxx
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With a copy to:
Countrywide Home Loans, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Attention: General Counsel
or such other address as may hereafter be furnished by Countrywide;
(c) in the case of the Master Servicer,
Xxxxx Fargo Bank, National Association
X.X. Xxx 00
Xxxxxxxx, Xxxxxxxx 00000
Attention: GSAA 2006-4
Or in the case of overnight deliveries:
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxx 00000
Attention: GSAA 2006-4
or such address as may hereafter be furnished by the Master Servicer;
(d) in the case of the Assignee,
Deutsche Bank National Trust Company
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000-0000
Attention: Trust Administration GS0604
Tel.: (000) 000-0000
or such other address as may hereafter be furnished by the Assignee; and
(e) 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
or such address as may hereafter be furnished by the Assignor.
11. Counterparts. This Assignment Agreement 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.
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12. Definitions. Any capitalized term used but not defined in this
Assignment Agreement has the meaning assigned thereto in the Servicing
Agreement.
13. Trustee Capacity. It is expressly understood and agreed by the
parties hereto that (i) this Assignment Agreement is executed and delivered by
Deutsche Bank National Trust Company, not individually or personally but
solely on behalf of GSAA Home Equity Trust 2006-4, as the Assignee, in the
exercise of the powers and authority conferred and vested in it, (ii) each of
the representations, undertakings and agreements by Deutsche Bank National
Trust Company is made and intended for the purpose of binding only the GSAA
Home Equity Trust 2006-4, (iii) nothing herein contained shall be construed as
creating any liability for Deutsche Bank National Trust Company, individually
or personally, to perform any covenant (either express or implied) contained
herein, and all such liability, if any, is hereby expressly waived by the
parties hereto, and such waiver shall bind any third party making a claim by
or through one of the parties hereto, and (iv) under no circumstances shall
Deutsche Bank National Trust Company be personally liable for the payment of
any indebtedness or expenses of the GSAA Home Equity Trust 2006-4, or be
liable for the breach or failure of any obligation, representation, warranty
or covenant made or undertaken by the GSAA Home Equity Trust 2006-4 under this
Assignment Agreement, the Trust Agreement or any related document.
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement the day and year first above written.
GS MORTGAGE SECURITIES CORP.
By: /s/ Xxxxxxxx Xxxx
Name: Xxxxxxxx Xxxx
Title: Vice President
DEUTSCHE BANK NATIONAL TRUST COMPANY
not in its individual capacity but solely as
Trustee
By: /s/ Hang Xxx
Name: Hang Xxx
Title: Authorized Signer
COUNTRYWIDE HOME LOANS
SERVICING LP
BY: COUNTRYWIDE GP, INC., ITS
GENERAL PARTNER
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: First Vice President
COUNTRYWIDE HOME LOANS, INC.
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: First Vice President
[SIGNATURES CONTINUE]
CHL Step 2 AAR
Acknowledged and Agreed:
XXXXX FARGO BANK, N.A.,
as Master Servicer
By: /s/ Xxxxx Xxxxxx
----------------------
Name: Xxxxx Xxxxxx
Title: Vice President
CHL Step 2 AAR
EXHIBIT 1
Mortgage Loan Schedule
----------------------
[On File with the Securities Administrator as provided by the Depositor]
1-1
EXHIBIT 2
Servicing Agreement
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[See Exhibit 99.3 as filed with the Commission on March 17, 2006]
2-1
EXHIBIT 3
Sale Agreement
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[See Exhibit 99.3 as filed with the Commission on March 17, 2006]
3-1
