Exhibit 99.3
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
among
GS MORTGAGE SECURITIES CORP.,
as Assignor
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
as Assignee
and
AMERICAN HOME MORTGAGE SERVICING, INC.
as Servicer
and as acknowledged by
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as Master Servicer
Dated as of
April 28, 2006
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this "Assignment
Agreement") is made this 28th day of April, 2006, among American Home Mortgage
Servicing, Inc., a Maryland corporation (the "Servicer"), American Home
Mortgage Corp. (the "Company"), GS Mortgage Securities Corp., a Delaware
corporation (the "Assignor"), and U.S. Bank National Association, not in its
individual capacity, but solely as trustee on behalf of GSAA Home Equity Trust
2006-6 (the "Assignee"), and as acknowledged by JPMorgan Chase Bank, National
Association, as master servicer (the "Master Servicer").
WHEREAS, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company ("GSMC"), the Company and
the Servicer have entered into the Mortgage Loan Sale and Servicing Agreement,
dated as of December 1, 2005 (the "Servicing Agreement") pursuant to which the
Company sold to GSMC certain mortgage loans listed on the mortgage loan
schedule attached as an exhibit to the Servicing 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, to the Assignor pursuant to an Assignment, Assumption and
Recognition Agreement, dated as of April 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 A hereto (the "Mortgage Loan
Schedule"); and
WHEREAS, pursuant to a Master Servicing and Trust Agreement, dated
as of April 1, 2006 (the "Trust Agreement"), among the Depositor, the Trustee,
Deutsche Bank National Trust Company, as a custodian, ▇▇▇▇▇ Fargo Bank, N.A.,
as a custodian and JPMorgan Chase Bank, National Association, as master
servicer (in such capacity, the "Master Servicer"), securities administrator
(in such capacity, the "Securities Administrator") and as a custodian, the
Assignor will transfer the Mortgage Loans to the Assignee, together with the
Assignor's rights under the Servicing 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 Servicing 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, to the extent relating to the Mortgage Loans from and after the
date hereof; the Servicer hereby acknowledges such assignment and assumption
and hereby agrees to the release
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of the Assignor from any obligations under the Servicing 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
applicable Servicing 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; provided, however, that such amendment, modification or termination
shall not affect or be binding on the Assignee.
2. Accuracy of Servicing Agreement.
The Servicer and the Assignor represent and warrant to the Assignee
that (i) attached hereto as Exhibit B to the GSMC Assignment Agreement 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)
except as provided under the GSMC Assignment Agreement, the Servicing
Agreement has not been amended or modified in any respect and (iv) no notice
of termination has been given to the Servicer under the Servicing Agreement.
The Servicer, in its capacity as seller and/or servicer under the Servicing
Agreement, further represents and warrants that the representations and
warranties contained in Section 7.02(A) and (B), as applicable, of the
Servicing Agreement are true and correct as of the Closing Date (as such term
is defined in the Servicing Agreement), and the Seller represents and warrants
that the representations and warranties regarding the Mortgage Loans contained
in Section 7.01 of the Servicing Agreement were true and correct as of the
Closing Date.
3. Recognition of Assignee.
(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 or in the Servicing Agreement 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, 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.
(b) The Servicer further acknowledges that, from and after the date
hereof, the Servicer's servicing of the Mortgage Loans pursuant to the
Servicing Agreement (and any servicing by 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 the Master Servicer may enforce on behalf of
the Trustee will include, without limitation, the right to
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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.
(c) All reports and other data required to be delivered by the
Servicer to the "Owner" under the Servicing Agreement shall be delivered to
the Master Servicer or the Trustee, as designated by the Trustee, 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:
JPMorgan Chase Bank, National Association
ABA #: ▇▇▇▇▇▇▇▇▇
For credit to: SAS Clearing
Acct #: 507198670
FFC to: GSAA 2006-6 Acct # 507198670
(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-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 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 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
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(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 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
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 (i) with respect to any of the transactions contemplated by this
Assignment Agreement or (ii) with respect to any other matter that in the
judgment of the Assignor will be determined adversely to the Assignor
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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 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 Assignee
promptly shall request that the Assignor cure such breach and if the Assignor
does not cure such breach in all material respects within ninety (90) days
from the date on which it is notified of the breach, 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 Servicing Agreement).
In the event the Servicer has breached a representation or warranty
under the Servicing Agreement that materially and adversely affects the value
of any mortgage Loan, or the interest of the Assignee therein, and thus is
obligated to repurchase such Mortgage Loan under the Servicing Agreement, and
such breach 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 the Servicer. If the Servicer does not within
ninety (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 Servicing
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 the
Servicer to cure such breach or repurchase such Mortgage Loan under the terms
of the Servicing 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
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all of the Assignee's rights under the Servicing Agreement, but only insofar
as the Servicing Agreement relate 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 party with the optional call right elects to terminate the
Trust Fund pursuant to Sections 11.01 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 repurchase price of the Mortgage Loans and REO
Properties.
In the event such party purchases the Mortgage Loans (and REO
Properties) pursuant to Section 11.01 of the Trust Agreement and pursuant to
the Step 2 Assignment Agreements, the Master Servicer is required thereunder
to 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 and the
relevant Custodians shall promptly release to the Master Servicer or its
designee the Custodial Files for the Mortgage Loans.
8. Continuing Effect.
Except as contemplated hereby, the Servicing 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
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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 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,
American Home Mortgage Servicing, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Executive Vice President
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to,
American Home Mortgage Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇, General Counsel
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as may hereafter be furnished
by the Servicer;
(b) in the case of the Master Servicer,
JPMorgan Chase Bank, National Association
▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as may hereafter be furnished
by the Master Servicer;
(c) in the case of the Assignor,
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GS Mortgage Securities Corp.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
GS Mortgage Securities Corp.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as may hereafter be furnished
by the Assignor; and
(d) in the case of the Trustee or the Assignee,
U.S. Bank National Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇ 1179
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as may hereafter be furnished
by the Assignee.
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 Servicing Agreement or the
Trust Agreement, as applicable.
13. Limitation of Liability.
It is expressly understood and agreed by the parties hereto that (a)
this Assignment Agreement is executed and delivered by U.S. Bank National
Association, not individually or personally, but solely on behalf of GSAA Home
Equity Trust 2006-6, in the exercise of the powers and authority conferred and
vested in it, (b) each of the representations, undertakings and agreements by
U.S. Bank National Association but is made and intended for the purpose for
binding only the GSAA Home Equity Trust 2006-6, (c) nothing herein contained
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shall be construed as creating any liability on the part of U.S. Bank National
Association, individually or personally, to perform any covenant either
express or implied contained herein, all such liability, if any, being
expressly waived by the parties hereto, and by any person claiming by, through
or under the parties hereto and (d) under no circumstances shall U.S. Bank
National Association be personally liable for the payment of any indebtedness
or expenses of the GSAA Home Equity Trust 2006-6 or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or
undertaken by the GSAA Home Equity Trust 2006-6 under this Agreement or any
other related document or documents.
[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/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION, not in
its individual capacity but solely
as Trustee
By: /s/ ▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇-▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇-▇▇▇▇▇▇▇
Title: Vice President
AMERICAN HOME MORTGAGE SERVICING, INC.,
as Servicer
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President
Acknowledged and Agreed:
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as Master Servicer
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
American Home Step 2 AAR
EXHIBIT A
Mortgage Loan Schedule
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[On File with the Securities Administrator as provided by the Depositor]
A-1