EX-99.8 9 efc6-2486_5949175v4ex998.txt Exhibit 99.8 EXECUTION COPY -------------- ============================================================================== 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 WELLS FARGO BANK, NATIONAL ASSOCIATION as Servicer and as acknowledged by WELLS FARGO BANK, NATIONAL ASSOCIATION as Master Servicer Dated as of September 28, 2006 ============================================================================== ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated September 28, 2006 (this "Agreement"), among GS Mortgage Securities Corp. ("Assignor" or "Depositor"), Deutsche Bank National Trust Company ("Deutsche Bank"), 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"), Wells Fargo Bank, National Association ("Wells Fargo"), as servicer (in such capacity, the "Servicer") and as acknowledged by Wells Fargo, as Master Servicer (in such capacity, the "Master Servicer"). WHEREAS, Goldman Sachs Mortgage Company ("GSMC") and M&T Mortgage Corporation ("M&T Mortgage") have entered into the Master Mortgage Loan Purchase and Servicing Agreement, dated as of November 1, 2005 (the "Sale Agreement"), pursuant to which M&T Mortgage 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 M&T Mortgage (the "Mortgage Loans") on August 3, 2006, which became subject to the provisions of the Servicing Agreement as of September 1, 2006, to the Assignor pursuant to an Assignment, Assumption and Recognition Agreement, dated as of June 29, 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, as Trustee and as a custodian, U.S. Bank National Association, as a custodian, JPMorgan Chase Bank, National Association, as a custodian and Wells Fargo, 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 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, 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 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 and related Commitment Letter (as such term is defined in the GSMC Assignment Agreement), (ii) the Servicer shall look solely to the Trust (including the Trustee and the Master Servicer 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 and the Master Servicer 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 M&T Mortgage 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 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 Master Servicer and that the Master Servicer, acting on behalf of the Assignee 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 Assignee. Such rights that Master Servicer may enforce on behalf of the Assignee will include, without limitation, the right to terminate the Servicer under the Servicing Agreement with respect to the Mortgage Loans 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 with respect to the Mortgage Loans. (d) All reports and other data required to be delivered by the Servicer to the "Owner" under the Servicing Agreement with respect to the Mortgage Loans shall be delivered to the Master Servicer at the address set forth in Section 7 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: Wells Fargo Bank, National Association ABA #: 121000248 For credit to: SAS Clearing Acct #: 3970771416 FFC to: GSAA 2006-15 Acct #50940000 (e) Monthly Reporting Notwithstanding anything to the contrary in the Servicing Agreement, with respect to the Mortgage Loans, not later than the tenth (10th) Business Day of each month, the Servicer shall furnish to the Master Servicer (i) (a) monthly loan data as set forth in Exhibit 2 hereto (or in such other format mutually agreed-upon between the Servicer and the Master Servicer), (b) default loan data in the format set forth in Exhibit 3 hereto (or in such other format mutually agreed-upon between the Servicer and the Master Servicer) and (c) information regarding realized losses and gains in the format set forth in Exhibit 4 hereto (or in such other format mutually agreed-upon 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 the immediately preceding paragraph. 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 (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 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 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. Continuing Effect. Except as contemplated hereby, the Servicing Agreement shall remain in full force and effect in accordance with its terms. 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 or Persons 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. 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, Wells Fargo Bank, National Association 1 Home Campus, MAC #X2302-033 Des Moines, Iowa 50328-0001 Attention: John B. Brown Tel: (515) 324-7071 Fax: (515) 324-3118 With a copy to: Wells Fargo Bank, National Association 1 Home Campus, MAC #X2401-06T Des Moines, Iowa 50328-0001 Attention: General Counsel Tel: (515) 213-4762 Fax: (515) 213-5192 or such other address as may hereafter be furnished by the Servicer; (c) in the case of the Master Servicer, Wells Fargo Bank, National Association P.O. Box 98 Columbia, Maryland 21046 Attention: GSAA 2006-15 Or in the case of overnight deliveries: Wells Fargo Bank, National Association 9062 Old Annapolis Road, Columbia, Maryland 21045 Attention: GSAA 2006-15 or such address as may hereafter be furnished by the Master Servicer; (c) in the case of the Trustee or Assignee, Deutsche Bank National Trust Company 1761 East St. Andrew Place, Santa Ana, California 92705-4934 Attention: Trust Administration - GS0615 Tel.: (714) 247-6000 or such other address as may hereafter be furnished by the Assignee; and (d) in the case of the Assignor, GS Mortgage Securities Corp. 85 Broad Street New York, New York 10004 Attention: Chris Gething Tel.: (212) 902-1434 Fax: (212) 256-5107 or such address as may hereafter be furnished by the Assignor. 9. Counterparts. This 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. 10. Definitions. Any capitalized term used but not defined in this Agreement has the meaning assigned thereto in the Servicing Agreement or the Trust Agreement, as applicable. 11. Trustee Capacity. It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Deutsche Bank, 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 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, 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 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 Agreement, the Trust Agreement or any related document. 12. Miscellaneous. (a) This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. (b) No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced. (c) This Agreement shall inure to the benefit of (i) the successors and assigns of the parties hereto and (ii) the Trust (including the Trustee and the Servicer acting on the Trust's behalf). Any entity into which the Assignor or Assignee may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, or Assignee, respectively, hereunder. (d) Each of this Agreement and the Servicing Agreement shall survive the conveyance of the Mortgage Loans and the assignment of the purchase agreements and the Servicing Agreement (to the extent assigned hereunder) by the Assignor to the Assignee and by Assignee to the Trust and nothing contained herein shall supersede or amend the terms of the purchase agreements and the Servicing Agreement. (e) In the event that any provision of this Agreement conflicts with any provision of the purchase agreements or the Servicing Agreement with respect to the Mortgage Loans, the terms of this Agreement shall control. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date first above written. GS MORTGAGE SECURITIES CORP. By: /s/ Michelle Gill ------------------------------------ Name: Michelle Gill Title: Vice President DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Ronaldo Reyes ------------------------------------ Name: Ronaldo Reyes Title: Assistant Vice President WELLS FARGO BANK, NATIONAL ASSOCIATION, as Servicer By: /s/ Laurie McGoogan ------------------------------------ Name: Laurie McGoogan Title: Vice President Acknowledged and Agreed: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer By: /s/ Patricia M. Russo ----------------------------------- Name: Patricia M. Russo Title: Vice President EXHIBIT 1 Mortgage Loan Schedule [On File with the Securities Administrator as provided by the Depositor] EXHIBIT 2 Standard File Layout - Master Servicing ---------------------------------------

EXHIBIT 3 Standard File Layout - Delinquency Reporting

(C) Copyright Wells Fargo Bank, Corporate Trust Services Contact us with Reporting Questions: CTSDefaultSRG@WellsFargo.com

Standard File Codes - Delinquency Reporting The Loss Mit Type field should show the approved Loss Mitigation Code as follows: o ASUM- Approved Assumption o BAP-Borrower Assistance Program o CO- Charge Off o DIL-Deed-in-Lieu o FFA-Formal Forbearance Agreement o MOD-Loan Modification o PRE-Pre-Sale o SS-Short Sale o MISC-Anything else approved by the PMI or Pool Insurer NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of each of the Loss Mitigation Types prior to sending the file. The Occupant Code field should show the current status of the property code as follows: o Mortgagor o Tenant o Unknown o Vacant The Property Condition field should show the last reported condition of the property as follows: o Damaged o Excellent o Fair o Gone o Good o Poor o Special Hazard o Unknown Standard File Codes - Delinquency Reporting, Continued The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows: ------------------------------------------------------------------------ Delinquency Code Delinquency Description ------------------------------------------------------------------------ 001 FNMA-Death of principal mortgagor ------------------------------------------------------------------------ 002 FNMA-Illness of principal mortgagor ------------------------------------------------------------------------ 003 FNMA-Illness of mortgagor's family member ------------------------------------------------------------------------ 004 FNMA-Death of mortgagor's family member ------------------------------------------------------------------------ 005 FNMA-Marital difficulties ------------------------------------------------------------------------ 006 FNMA-Curtailment of income ------------------------------------------------------------------------ 007 FNMA-Excessive Obligation ------------------------------------------------------------------------ 008 FNMA-Abandonment of property ------------------------------------------------------------------------ 009 FNMA-Distant employee transfer ------------------------------------------------------------------------ 011 FNMA-Property problem ------------------------------------------------------------------------ 012 FNMA-Inability to sell property ------------------------------------------------------------------------ 013 FNMA-Inability to rent property ------------------------------------------------------------------------ 014 FNMA-Military Service ------------------------------------------------------------------------ 015 FNMA-Other ------------------------------------------------------------------------ 016 FNMA-Unemployment ------------------------------------------------------------------------ 017 FNMA-Business failure ------------------------------------------------------------------------ 019 FNMA-Casualty loss ------------------------------------------------------------------------ 022 FNMA-Energy environment costs ------------------------------------------------------------------------ 023 FNMA-Servicing problems ------------------------------------------------------------------------ 026 FNMA-Payment adjustment ------------------------------------------------------------------------ 027 FNMA-Payment dispute ------------------------------------------------------------------------ 029 FNMA-Transfer of ownership pending ------------------------------------------------------------------------ 030 FNMA-Fraud ------------------------------------------------------------------------ 031 FNMA-Unable to contact borrower ------------------------------------------------------------------------ INC FNMA-Incarceration ------------------------------------------------------------------------ Page 1 of 26 Please be advised that failure to comply with ANY or all of the guidelines entailed herein may result in issuance of late reporting fees. (C) Copyright Wells Fargo Bank, Corporate Trust Services Contact us with Reporting Questions: CTSDefaultSRG@WellsFargo.com Standard File Codes - Delinquency Reporting, Continued The FNMA Delinquent Status Code field should show the Status of Default as follows: ------------------------------------------------------------------------------ Status Code Status Description ------------------------------------------------------------------------------ 09 Forbearance ------------------------------------------------------------------------------ 17 Pre-foreclosure Sale Closing Plan Accepted ------------------------------------------------------------------------------ 24 Government Seizure ------------------------------------------------------------------------------ 26 Refinance ------------------------------------------------------------------------------ 27 Assumption ------------------------------------------------------------------------------ 28 Modification ------------------------------------------------------------------------------ 29 Charge-Off ------------------------------------------------------------------------------ 30 Third Party Sale ------------------------------------------------------------------------------ 31 Probate ------------------------------------------------------------------------------ 32 Military Indulgence ------------------------------------------------------------------------------ 43 Foreclosure Started ------------------------------------------------------------------------------ 44 Deed-in-Lieu Started ------------------------------------------------------------------------------ 49 Assignment Completed ------------------------------------------------------------------------------ 61 Second Lien Considerations ------------------------------------------------------------------------------ 62 Veteran's Affairs-No Bid ------------------------------------------------------------------------------ 63 Veteran's Affairs-Refund 64 Veteran's Affairs-Buydown ------------------------------------------------------------------------------ 65 Chapter 7 Bankruptcy ------------------------------------------------------------------------------ 66 Chapter 11 Bankruptcy ------------------------------------------------------------------------------ 67 Chapter 13 Bankruptcy ------------------------------------------------------------------------------ EXHIBIT 4 FORM 332 REALIZED LOSS REPORT WELLS FARGO BANK, N.A. Purpose To provide the Servicer with a form for the calculation of any Realized Loss (or gain) as a result of a Mortgage Loan having been foreclosed and Liquidated. Distribution The Servicer will prepare the form in duplicate and send the original together with evidence of conveyance of title and appropriate supporting documentation to the Master Servicer with the Monthly Accounting Reports which supports the Mortgage Loan's removal from the Mortgage Loan Activity Report. The Servicer will retain the duplicate for its own records. Due Date With respect to any liquidated Mortgage Loan, the form will be submitted to the Master Servicer no later than the date on which statements are due to the Master Servicer under Section 4.02 of this Agreement (the "Statement Date") in the month following receipt of final liquidation proceeds and supporting documentation relating to such liquidated Mortgage Loan; provided, that if such Statement Date is not at least 30 days after receipt of final liquidation proceeds and supporting documentation relating to such liquidated Mortgage Loan, then the form will be submitted on the first Statement Date occurring after the 30th day following receipt of final liquidation proceeds and supporting documentation. Preparation Instructions The numbers on the form correspond with the numbers listed below. 1. The actual Unpaid Principal Balance of the Mortgage Loan. 2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent payments had been made as agreed. 3-7. Complete as necessary. All line entries must be supported by copies of appropriate statements, vouchers, receipts, canceled checks, etc., to document the expense. Entries not properly documented will not be reimbursed to the Servicer. 8. Accrued Servicing Fees based upon the Stated Principal Balance of the Mortgage Loan as calculated on a monthly basis. 9. The total of lines 1 through 8. A-1 Exhibit 4: Calculation of Realized Loss/Gain Form 332- Instruction Sheet NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages are due on the remittance report date. Late submissions may result in claims not being passed until the following month. The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items. The numbers on the 332 form correspond with the numbers listed below. Liquidation and Acquisition Expenses: 1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required. 2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent payments had been made as agreed. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required. 3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required. 4-12. Complete as applicable. Required documentation: * For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to recover advances. * For escrow advances - complete payment history (to calculate advances from last positive escrow balance forward) * Other expenses - copies of corporate advance history showing all payments * REO repairs > $1500 require explanation * REO repairs >$3000 require evidence of at least 2 bids. * Short Sale or Charge Off require P&L supporting the decision and WFB's approved Servicing Officer certification * Unusual or extraordinary items may require further documentation. 13. The total of lines 1 through 12. Credits: 14-21. Complete as applicable. Required documentation: * Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney Letter of Proceeds Breakdown. * Copy of EOB for any MI or gov't guarantee * All other credits need to be clearly defined on the 332 form 22. The total of lines 14 through 21. Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental proceeds. Total Realized Loss (or Amount of Any Gain) 23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in parenthesis ( ). Exhibit 4: Calculation of Realized Loss/Gain Form 332 Prepared by: __________________ Date: _______________ Phone: ______________________ Email Address:_____________________ ----------------------- -------------------- --------------------- Servicer Loan No. Servicer Name Servicer Address ----------------------- -------------------- --------------------- WELLS FARGO BANK, N.A. Loan No._____________________________ Borrower's Name: _________________________________________________________ Property Address: _________________________________________________________ Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off Was this loan granted a Bankruptcy deficiency or cramdown Yes No If "Yes", provide deficiency or cramdown amount _____________________________ Liquidation and Acquisition Expenses: (1) Actual Unpaid Principal Balance of Mortgage Loan $ ______________ (1) (2) Interest accrued at Net Rate _______________(2) (3) Accrued Servicing Fees _______________(3) (4) Attorney's Fees _______________(4) (5) Taxes (see page 2) _______________(5) (6) Property Maintenance ______________ (6) (7) MI/Hazard Insurance Premiums (see page 2) _______________(7) (8) Utility Expenses _______________(8) (9) Appraisal/BPO _______________(9) (10) Property Inspections ______________(10) (11) FC Costs/Other Legal Expenses ______________(11) (12) Other (itemize) ______________(12) Cash for Keys__________________________ ______________(12) HOA/Condo Fees_______________________ ______________(12) ______________________________________ ______________(12) Total Expenses $ ______________(13) Credits: (14) Escrow Balance $ ______________(14) (15) HIP Refund _____________ (15) (16) Rental Receipts _____________ (16) (17) Hazard Loss Proceeds _____________ (17) (18) Primary Mortgage Insurance / Gov't Insurance _____________ (18a) HUD Part A _____________ (18b) HUD Part B (19) Pool Insurance Proceeds ______________ (19) (20) Proceeds from Sale of Acquired Property ______________ (20) (21) Other (itemize) ______________ (21) _________________________________________ ______________ (21) Total Credits $________________(22) Total Realized Loss (or Amount of Gain) $________________(23) Escrow Disbursement Detail

GSAA Home Equity Trust 2006-15 8-K