Exhibit 99.6
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GSAA HOME EQUITY TRUST 2006-15
ASSET-BACKED CERTIFICATES
SERIES 2006-15
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
among
GS MORTGAGE SECURITIES CORP.,
as Assignor
DEUTSCHE BANK NATIONAL TRUST COMPANY,
AS TRUSTEE FOR GSAA HOME EQUITY TRUST 2006-15
as Assignee
and
M&T MORTGAGE CORPORATION,
as Responsible Party
and as acknowledged by
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION
as Master Servicer
Dated as of
September 28, 2006
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made this 28th day
of September, 2006 (this "Assignment Agreement"), among M&T Mortgage
Corporation, a New York State Chartered Corporation (the "Responsible Party"),
Deutsche Bank National Trust Company, not in its individual capacity, but
solely as trustee (in such capacity, the "Trustee") on behalf of GSAA Home
Equity Trust 2006-15 (the "Assignee") and GS Mortgage Securities Corp., a
Delaware corporation (the "Assignor" or "Depositor"), and as acknowledged by
▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity,
the "Master Servicer").
WHEREAS, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company ("GSMC") and the Responsible
Party have entered into the Master Mortgage Loan Purchase and Servicing
Agreement, dated as of November 1, 2005 (the "Sale Agreement") and the
Commitment Letter, dated as of August 3, 2006, pursuant to which the
Responsible Party sold to GSMC certain mortgage loans on a servicing-released
basis attached as an exhibit to the Master Servicing and Trust Agreement (as
defined below);
WHEREAS, GSMC has assigned and conveyed certain mortgage loans (the
"Mortgage Loans"), which Mortgage Loans are subject to the provisions of the
Sale Agreement, to the Assignor pursuant to an Assignment, Assumption and
Recognition Agreement, dated as of September 28, 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 September 1, 2006 (the "Trust Agreement"), among the Depositor, Deutsche
Bank National Trust Company, as Trustee and as a custodian, U.S. Bank National
Association, as a custodian, JPMorgan Chase Bank, National Association, as a
custodian, and ▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer and
as securities administrator, the Assignor will transfer the Mortgage Loans to
the Assignee, together with the Assignor's rights under 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 of GSMC under 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 Sale Agreement, to the extent relating to the Mortgage Loans
from and after the date hereof, and the Responsible Party 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 the date
hereof, 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 date of the Sale
Agreement.
(c) The Responsible Party 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.
2. Accuracy of the Sale Agreement. The Responsible Party 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 and (ii)
no notice of termination has been given to the Responsible Party under the
Sale Agreement. The Responsible Party, in its capacity as seller under the
Sale Agreement, further represents and warrants that the representations and
warranties contained in Section 7.01 and Section 7.02 (ii), (iii), (iv), (vi),
(vii), (viii), (ix), (x), (xii), (xiii), (xiv), (xv), (xvii), (xxviii),
(xxxiv), (xxxv), (xli), (xliv), (l), (lv), (lvi) of the Sale Agreement are
true and correct as of the Reconstitution Date (as such term is defined in the
Sale Agreement) and the representations and warranties contained in Section
7.02 (i), (v), (xi), (xvi), (xix) - (xxxiii), (xxxvi) - (xl), (xlii), (xliii),
(xlv) - (xlix), (li) - (liv), (lvii) - (lxvi) of the Sale Agreement are true
and correct as of the related Closing Date (as such term is defined in the
Sale Agreement).
3. Recognition of Assignee.
From and after the date hereof, the Responsible Party 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. It is the intention
of the Assignor, the Responsible Party and Assignee that the Sale Agreement
shall be binding upon and inure to the benefit of the Responsible Party and
the Assignee and their successors and assigns.
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 or the
Responsible Party other than those contained in 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 Sale Agreement.
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(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 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 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
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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 understood and agreed that 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 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 Trustee on behalf of 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 sixty (60) days from the date on which it is
notified of the breach, the Trustee on behalf of the Assignee may enforce the
Assignor's obligation hereunder to purchase such Mortgage Loan from the
Assignee at the Repurchase Price as defined in the Sale Agreement.
In the event the Responsible Party has breached a representation or
warranty under the Sale Agreement that is substantially identical to a
representation or warranty breached by the Assignor hereunder, the Assignee
shall first proceed against the Responsible Party (to the extent the
Responsible Party is obligated to repurchase such Mortgage Loan pursuant to
Section 7.03 of the Sale Agreement). If the Responsible Party does not within
sixty (60) 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 Trustee on behalf of 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 the Responsible Party 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 Trustee 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. Notwithstanding the foregoing
provisions of this paragraph, nothing contained herein shall obligate the
Responsible Party to repurchase any
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Mortgage Loan unless, and to the extent that, the Responsible Party is require
to repurchase such Mortgage Loan under the Sale Agreement to which the
Responsible Party and GSMC are parties.
Except as specifically set forth herein, the Trustee 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.
In the event that a Person specified in Section 11.01 of the Trust
Agreement chooses to exercise its option set forth therein to purchase the
Mortgage Loans and REO Properties or to conduct an Auction Call for such
property of the Trust Fund, as the case may be, by no later than the 10th day
of the month of the final distribution, such Person shall notify the
Depositor, the Trustee and the Securities Administrator of the final
Distribution Date and of the applicable purchase or sale price of the Mortgage
Loans and REO Properties determined and in the manner as provided in the Trust
Agreement.
In the event the Mortgage Loans and REO Properties are purchased or
sold pursuant to Section 11.01 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 Custodians of a Request for Release
therefor, the Master Servicer shall direct the Custodians to release to the
Master Servicer or its designee the Custodial Files for the Mortgage Loans.
8. Continuing Effect. Except as contemplated hereby, the Sale
Agreement shall remain in full force and effect in accordance with its 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
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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 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 Responsible Party,
M&T Mortgage Corporation
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
With a copy to:
M&T Mortgage Corporation
One M&T ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
or such other address as may hereafter be furnished by the Responsible Party;
(b) in the case of the Master Servicer,
▇▇▇▇▇ Fargo Bank, National Association
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: GSAA 2006-15
Or in the case of overnight deliveries:
▇▇▇▇▇ Fargo Bank, National Association
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: GSAA 2006-15
or such address as may hereafter be furnished by the Master Servicer;
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(d) in the case of the Trustee or the Assignee,
Deutsche Bank National Trust Company
▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Trust Administration - GS0615
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as may hereafter be furnished by the Trustee or
Assignee; and
(e) in the case of the Assignor,
GS Mortgage Securities Corp.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or such other 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.
12. Definitions. Any capitalized term used but not defined in this
Assignment Agreement has the meaning assigned thereto in the Sale Agreement.
13. Third Party Beneficiary. The parties agree that the Master
Servicer is intended to be, and shall have the rights of, a third party
beneficiary of this Assignment Agreement.
14. 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 2006-15, 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 2006-15, (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
2006-15, or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the GSAA Home
Equity Trust 2006-15 under this Assignment Agreement, the Trust Agreement or
any related document.
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[SIGNATURE PAGE FOLLOWS]
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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/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its
individual capacity but solely as Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
M&T MORTGAGE CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Administrative Vice President
Acknowledged and Agreed:
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION,
as Master Servicer
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
M&T Step 2 AAR
EXHIBIT 1
Mortgage Loan Schedule
[On File with the Securities Administrator as provided by the Depositor]
1-1
EXHIBIT 2
Sale Agreement
[On File with the Depositor]