Exhibit 99.12
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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
JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION
as Servicer
and as acknowledged by
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as Master Servicer
Dated as of
February 24, 2006
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made this
24th day of February, 2006 (this "Assignment Agreement"), among
U.S. Bank
National Association, not in its individual capacity, but solely as
trustee on
behalf of GSAA Home Equity Trust 2006-3 (the "Assignee"), JPMorgan
Chase Bank,
National Association (the "Servicer") and GS Mortgage Securities
Corp., a
Delaware corporation (the "Assignor" or "Depositor"), and as
acknowledged by
JPMorgan Chase Bank, National Association, as master servicer (the
"Master
Servicer").
WHEREAS, the Assignor and the Servicer have entered into the
Comprehensive Amended and Restated Servicing Agreement, dated as of
September 1,
2005 (the "Servicing Agreement") and the Comprehensive Amended and
Restated Flow
Mortgage Servicing Rights Purchase Agreement, dated as of July 1,
2004 (the
"Rights Purchase Agreement");
WHEREAS, GSMC has agreed to assign and convey certain mortgage
loans (the "Mortgage Loans") as of March 1, 2006, in accordance
with the Rights
Purchase Agreement, 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 February 24, 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 the
Depositor, U.S.
Bank National Association, as trustee and as a custodian (the
"Trustee"),
Deutsche Bank National Trust Company, as a custodian and JPMorgan
Chase Bank,
National Association, as master servicer, securities administrator
and a
custodian (the "Master Servicer"), the Assignor has transferred the
Mortgage
Loans to the Trustee, and will transfer, as of March 1, 2006 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 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 March 1, 2006, and the Servicer hereby acknowledges such
assignment and
assumption and hereby agrees to the
JPM Step 2 AAR
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release of the Assignor from any obligations under the Servicing
Agreement
from and after March 1, 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 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
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) except 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. The Servicer in its capacity as servicer under the
Servicing
Agreement, further represents and warrants that the representations
and
warranties contained in Sections 7.01 and 7.02 of the Servicing
Agreement are
true and correct as of the Closing Date (as such term is defined in
the
Servicing Agreement).
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 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, the 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, 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.
(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
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Servicing Agreement, shall be made instead to the Master Servicer
by wire
transfer to the following account:
JPMorgan Chase Bank, National Association
ABA #: 021000021
For credit to: SAS Clearing
Acct #: 507198670
FFC to: GSAA 2006-3 Acct # 507198670
(d) Monthly
Reporting
Notwithstanding anything to the contrary in the
Servicing Agreement, with respect to the Mortgage Loans, not later
than the
fifteenth (15th) 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 supporti
