ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment and Assumption Agreement |
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WELLS FARGO BANK, NATIONAL ASSOCIATION | GS MORTGAGE SECURITIES CORP., | U.S. BANK NATIONAL ASSOCIATION. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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EXHIBIT 99.3
EXECUTION COPY
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NEW CENTURY ALTERNATIVE
MORTGAGE LOAN TRUST 2006-ALT2
ASSET-BACKED
CERTIFICATES
SERIES
2006-ALT2
ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT
among
GS MORTGAGE
SECURITIES CORP.,
as
Assignor
U.S. BANK NATIONAL ASSOCIATION, AS
TRUSTEE FOR NEW CENTURY ALTERNATIVE
MORTGAGE LOAN TRUST
2006-ALT2 as Assignee
and
WELLS FARGO BANK,
NATIONAL ASSOCIATION
as
Servicer
Dated as of
October
30, 2006
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<PAGE>
ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT, dated October
30, 2006 (this "Agreement"), among GS Mortgage Securities Corp.
("Assignor" or
"Depositor"), U.S. Bank National Association ("U.S. Bank"),
not in its
individual capacity, but solely as trustee (in such capacity, the
"Trustee")
on behalf of New Century Alternative Mortgage Loan Trust 2006-ALT2 (the
"Assignee"), and Wells Fargo Bank, National Association ("Wells
Fargo"), as
servicer (in such capacity, the "Servicer").
WHEREAS, Goldman Sachs
Mortgage Company ("GSMC") and New Century
Mortgage Corporation ("New Century") have entered into the Flow
Mortgage Loan
Purchase and Warranties Agreement, dated as of March 1, 2006 (the "Sale
Agreement"), pursuant to which New Century sold to GSMC certain mortgage loans
on a servicing-released basis listed on the mortgage loan schedule attached as
an exhibit to the Trust Agreement (as defined below);
WHEREAS, GSMC and the
Servicer have entered into the Servicing
Agreement, dated as of June 30, 2006 (the "Servicing Agreement"),
pursuant to
which the Servicer has agreed to service certain mortgage loans acquired by
GSMC from time to time;
WHEREAS, GSMC has agreed to
assign and convey certain mortgage
loans acquired from New Century (the "Mortgage Loans"), which will
become
subject to the provisions of the Servicing Agreement as of November 1, 2006,
to the Assignor pursuant to an Assignment, Assumption and Recognition
Agreement, dated as of October 30, 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 Trust
Agreement, dated as of October 1,
2006 (the "Trust Agreement"), among the Depositor, the Trustee and
Deutsche
Bank National Trust Company, as custodian (in such capacity, the
"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 (and if applicable
its affiliates, officers, directors and agents) to indemnification
thereunder).
NOW THEREFORE, in
consideration of the mutual promises contained
herein and other good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged, and of the mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. Assignment, Assumption and
Conveyance.
(a) The Assignor hereby
assigns to the Assignee, as of the date
hereof, all of its right, title and interest in and to the GSMC Assignment
Agreement (including without limitation the rights of GSMC under the Servicing
Agreement, to the extent assigned to the
<PAGE>
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, and the Servicer hereby acknowledges such assignment
and assumption and hereby agrees to the release of the Assignor from any
obligations under the Servicing Agreement from and after the date hereof, to
the extent relating to the Mortgage Loans.
(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 or the Servicing Agreement
since the date of the Servicing Agreement.
2. Accuracy of the Servicing
Agreement. The Servicer and the
Assignor represent and warrant to the Assignee that (i) attached as Exhibit 2
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 contemplated herein or as previously
disclosed in 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.
3. Recognition of the
Assignee.
(a) The Servicer hereby
acknowledges and agrees that from and
after the date hereof (i) the Trust will be the owner of the Mortgage Loans
and the Servicer will be the servicer of the Mortgage Loans on or after the
applicable Transfer Date pursuant to the terms set forth in the Servicing
Agreement, (ii) the Servicer shall look solely to the Trust (including the
Trustee 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 acting on the Trust's behalf) shall have all the rights and
remedies available to the Assignor, insofar as they relate to (A) the Mortgage
Loans, under the Sale Agreement pursuant to which GSMC purchased the Mortgage
Loans from New Century and (B) the Servicing Agreement, and shall be entitled
to enforce all of the obligations of the Servicer thereunder insofar as they
relate to the Mortgage Loans, including without limitation, the remedies for
breaches of representations and warranties set forth in Section 3.02 of the
Servicing Agreement (except for the rights and remedies retained by the
Assignor hereunder), (iv) all references to the "Owner" under the
Servicing
Agreement insofar as they relate to the Mortgage Loans shall be deemed to
refer to the Trust (except to the extent of the rights and obligations
retained by the Assignor hereunder) (including the Trustee and the 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) after the applicable Transfer Date in accordance with the Servicing
Agreement but in no event in a manner that would (A) cause the REMIC to fail
to qualify as a REMIC or (B) result in the imposition of a tax upon the REMIC
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code, the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code, and the tax on "net income from
foreclosure
<PAGE>
property" as set forth in Section 860G(c) of the Code). Neither the
Servicer
nor the Assignor shall amend or agree to amend, modify, waive, or otherwise
alter any of the terms or provisions of the Servicing Agreement which
amendment, modification, waiver or other alteration would in any way affect
the Mortgage Loans or the Servicer's performance under the Servicing Agreement
with respect to the Mortgage Loans without the prior written consent of the
Depositor as set forth in the Trust Agreement.
(b) 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.
(c) 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 Trustee and that the Trustee, acting in
its capacity as Assignee hereunder and






