Exhibit 99.5
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GSAA HOME EQUITY TRUST 2006-19
ASSET-BACKED CERTIFICATES
SERIES 2006-19
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
among
▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE COMPANY,
as Assignor
GS MORTGAGE SECURITIES CORP.,
as Assignee
and
AVELO MORTGAGE, L.L.C.
as the Company
Dated as of
November 24, 2006
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated November
24, 2006 (this "Agreement"), among ▇▇▇▇▇▇▇ Sachs Mortgage Company ("Assignor"),
GS Mortgage Securities Corp. ("Assignee") and Avelo Mortgage, L.L.C. ( the
"Company") (the "Step 1 Assignment Agreement").
For and 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.
The Assignor hereby conveys, sells, grants, transfers and assigns
to the Assignee all of the right, title and interest (other than those rights
specifically retained by the Assignor pursuant to this Agreement) of the
Assignor, as purchaser, in, to and under (a) certain mortgage loans acquired
through the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Residential Mortgage Conduit Program (the "Conduit
Mortgage Loans") and those certain mortgage loans originated or acquired by
each of Ameriquest Mortgage Company (the "Ameriquest Mortgage Loans") and First
National Bank of Nevada (the "FNBN Mortgage Loans" and, together with the
Conduit Mortgage Loans and the Ameriquest Mortgage Loans, the "Mortgage Loans")
listed on the schedule (the "Mortgage Loan Schedule") attached hereto as
Exhibit A, and (b) solely insofar as it relates to the Mortgage Loans, that
certain Flow Servicing Agreement, dated as of January 1, 2006 (the "Servicing
Agreement"), by and between the Assignor, as owner (the "Owner") and the
Company. The Assignor hereby agrees that it will (i) deliver possession of
notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or
its designee and (ii) take in a timely manner all necessary steps under all
applicable laws to convey and to perfect the conveyance of the Mortgage Loans
as required under the Trust Agreement (as defined below).
The Assignor specifically reserves and does not assign to the
Assignee hereunder (i) any and all right, title and interest in, to and under
and any obligations of the Assignor with respect to any mortgage loans subject
to the Servicing Agreement that are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any
rights and obligations of the Assignor pursuant to the Servicing Agreement
arising prior to the date hereof or (iii) the rights and obligations of the
Owner under the following sections of the Servicing Agreement: Section 6.02
(relating to the Owner's right to terminate the Company), Section 5.01
(relating to the Owner's right to receive information from the Company) and
Section 11.16 (relating the Owner's obligation to execute certain
confidentiality agreements).
The Assignee hereby assumes all of the Assignor's obligations under
the Mortgage Loans and the Servicing Agreement solely insofar as such
obligations relate to the Mortgage Loans, other than the obligations set forth
in clauses (ii) and (iii) of the preceding paragraph.
The parties hereto agree that with respect to the Mortgage Loans
being serviced under the Servicing Agreement the Servicing Fee Rate for the
Mortgage Loans shall be an amount equal to 0.25%, with respect to 96% of the
aggregate principal balance of the Mortgage
Loans, and 0.375%, with respect to 4% of the aggregate principal balance of the
Mortgage Loans.
2. Recognition of the Company.
From and after the date hereof (the "Securitization Closing Date"),
the Company shall and does hereby recognize that the Assignee will transfer the
Mortgage Loans and assign its rights under the Servicing Agreement (solely to
the extent set forth herein) and this Agreement to U.S. Bank National
Association ("U.S. Bank"), as trustee (including its successors in interest and
any successor trustees under the Trust Agreement, the "Trustee"), of the GSAA
Home Equity Trust 2006-19 (the "Trust") created pursuant to a Master Servicing
and Trust Agreement, dated as of November 1, 2006 (the "Trust Agreement"),
among the Assignee, the Trustee, U.S. Bank National Association, as a
custodian, Deutsche Bank National Trust Company, as a custodian, The Bank of
New York, as a custodian and ▇▇▇▇▇ Fargo Bank, National Association, as master
servicer (including its successors in interest and any successor servicer under
the Trust Agreement, in such capacity, the "Master Servicer") and securities
administrator.
The Company hereby acknowledges and agrees that from and after the
date hereof (i) the Trust will be the owner of the Mortgage Loans and the
Company 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 as
modified hereby, (ii) the Company 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 applicable purchase
agreement pursuant to which the Owner purchased the related Mortgage Loans from
the related Seller, including, without limitation, the enforcement of the
document delivery requirements set forth in Section 5(b) of the related
purchase agreement and (B) the Servicing Agreement and shall be entitled to
enforce all of the obligations of the Company thereunder insofar as they relate
to the Mortgage Loans, including without limitation, the remedies for breaches
of representations and warranties set forth in Article IX 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 Company acting on the
Trust's behalf) and (v) the Mortgage Loans will be part of a REMIC, and the
Company 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 Company 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
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or other alteration would in any way affect the Mortgage Loans or the Company's
performance under the Servicing Agreement with respect to the Mortgage Loans
without the prior written consent of the Master Servicer.
3. Modification of the Servicing Agreement. Only in so far as it
relates to the Mortgage Loans, the Company and the Assignor hereby amend the
Servicing Agreement as follows:
(a) The definition of "Servicing Fee Rate" set forth in Article I
shall be deleted in its entirety and replaced with the following:
"Servicing Fee Rate: With respect to 96% of the aggregate principal
balance of the Mortgage Loans 0.25% per annum and with respect to 4% of the
aggregate principal balance of the Mortgage Loans 0.375% per annum."
(b) the second paragraph of Section 2.01 shall be deleted and
replaced as follows:
"Subject only to the Accepted Servicing Practices and the terms of
this Agreement and of the respective Mortgage Loans, the Servicer shall have
full power and authority to do or cause to be done any and all things in
connection with such servicing and administration which it may deem necessary
or desirable. Without limiting the generality of the foregoing, the Servicer in
its own name or in the name of the Owner, is hereby authorized and empowered by
the Owner when the Servicer believes it appropriate in its best judgment in
accordance with Accepted Servicing Practices, to execute and deliver any and
all instruments of satisfaction or cancellation, or of partial or full release
or discharge, and all other comparable instruments, with respect to the
Mortgage Loans and the Mortgaged Properties and to institute foreclosure
proceedings or obtain a deed in lieu of foreclosure so as to convert the
ownership of such properties, and to hold or cause to be held title to such
properties, in the name of the Servicer on behalf of the Owner and without
reference to the Owner except as otherwise required by law. The Owner shall
execute, at the written request of the Servicer, and furnish to the Servicer
such documents as are necessary or appropriate to enable the Servicer to carry
out its servicing and administrative duties hereunder, and the Owner hereby
grants to the Servicer, and this Agreement shall constitute, a power of
attorney to carry out such duties including a power of attorney to take title
to Mortgaged Properties after foreclosure on, in the name of the Servicer on
behalf of the Owner and without reference to the Owner except as otherwise
required by law. Except as otherwise provided herein, the Owner shall not be
liable for the actions of the Servicer under such powers of attorney.
Notwithstanding anything in this Agreement to the contrary, the
Servicer shall not (i) permit any modification with respect to any Mortgage
Loan that would change the Mortgage Interest Rate, reduce or increase the
principal balance (except for reductions resulting from actual payments of
principal) or change the final maturity date on such Mortgage Loan (except for
(A) a reduction of interest or principal payments resulting from the
application of the Servicemembers Civil Relief Act or any similar state
statutes or (B) as provided in Section 2.03, if the Mortgagor is in default
with respect to the Mortgage Loan or such default is, in the
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judgment of the Servicer, reasonably foreseeable) or (ii) except as provided in
Section 2.03, waive any prepayment penalty or premium."
(c) Section 2.03 shall be deleted and replaced as follows:
"The Servicer shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Mortgage Loans and shall, to
the extent such procedures shall be consistent with this Agreement and the
terms and provisions of any applicable insurance policies insuring the Mortgage
Loan or the related Mortgaged Property, follow such collection procedures as it
would follow with respect to mortgage loans comparable to the Mortgage Loans
and held for its own account. Consistent with the foregoing and Accepted
Servicing Practices, the Servicer may (i) waive any late payment charge or, if
applicable, any penalty interest, or (ii) extend the Due Dates for the Monthly
Payments due on a Mortgage Note for a period of not greater than 180 days;
provided, that any extension pursuant to clause (ii) above shall not affect the
amortization schedule of any Mortgage Loan for purposes of any computation
hereunder, except as provided below. In the event of any such arrangement
pursuant to clause (ii) above, the Servicer shall make Monthly Advances on such
Mortgage Loan during such extension pursuant to Section 3.04 and in accordance
with the amortization schedule of such Mortgage Loan without modification
thereof by reason of such arrangements; provided that the Servicer shall not be
obligated to make Monthly Advances which the Servicer determines to be
Nonrecoverable Advances. Notwithstanding the foregoing, in the event that any
Mortgage Loan is in default or, in the judgment of the Servicer, such default
is reasonably foreseeable, the Servicer, consistent with the Accepted Servicing
Practices, may also waive, modify or vary any term of such Mortgage Loan
(including modifications that would change the Mortgage Interest Rate, forgive
the payment of principal or interest, extend the final maturity date of such
Mortgage Loan or waive, in whole or in part, a prepayment penalty or premium),
accept payment from the related Mortgagor of an amount less than the
outstanding principal balance in final satisfaction of such Mortgage Loan, or
consent to the postponement of strict compliance with any such term or
otherwise grant indulgence to any Mortgagor (any and all such waivers,
modifications, variances, forgiveness of principal or interest, postponements,
or indulgences collectively referred to herein as "Forbearance"). The
Servicer's analysis supporting any Forbearance and the conclusion that any
Forbearance meets the Accepted Servicing Practices shall be reflected in
writing in the Servicing File. Notwithstanding the foregoing, a Servicer may
waive, in whole or in part, a prepayment penalty or premium only under the
following circumstances: (i) such waiver relates to a default or a reasonably
foreseeable default and would, in the reasonable judgment of the Servicer,
maximize recovery of total proceeds taking into account the value of such
prepayment penalty or premium and the related Mortgage Loan, (ii) such
prepayment penalty or premium is not permitted to be collected by applicable
federal, state or local law or regulation, (iii) the collection of such
prepayment penalty or premium would be considered "predatory" pursuant to
written guidance published or issued by any applicable federal, state or local
regulatory authority acting in its official capacity and having jurisdiction
over such matters, (iv) the enforceability thereof is limited (1) by
bankruptcy, insolvency, moratorium, receivership or other similar laws relating
to creditor's rights generally or (2) due to acceleration in connection with a
foreclosure or other involuntary payment or (v) if the Servicer has not been
provided with information sufficient to enable it to collect the prepayment
penalty or premium. If a prepayment penalty or premium is waived other than as
permitted in this Section 2.03, then the Servicer is required to pay the amount
of such waived prepayment penalty
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or premium, by depositing such amount into the Collection Account as soon as
possible after the date of payoff, but in no event later than five (5) Business
Days from such date."
(d) Section 2.05 shall be amended as follows:
(i) "and" shall be deleted from the end of subsection
(vii);
(ii) subsection (viii) shall be amended by deleting the "."
at the end of subsection (viii) and replacing it with
"; and "
(iii) a new subsection (ix) shall be added to Section 2.05
immediately following subsection (viii) which shall
read as follows:
"(ix) to reimburse itself for Monthly Advances of the Servicer's
funds made pursuant to Section 3.04, the Servicer's right to reimburse itself
pursuant to this subclause (ix) being limited to related Liquidation Proceeds,
Condemnation Proceeds, Insurance Proceeds and such other amounts as may be
collected by the Servicer from the Mortgagor or otherwise relating to the
Mortgage Loan, including amounts received on the related Mortgage Loan which
represent late payments of principal and/or interest respecting which any such
advance was made, it being understood that, in the case of any such
reimbursement, the Servicer's right thereto shall be prior to the rights of
Owner."
(e) the third paragraph of Section 2.18 shall be deleted and
replaced as follows:
"The Servicer shall use its best efforts to dispose of the REO
Property as soon as possible and shall sell such REO Property in any event
within one year after title has been taken to such REO Property, unless (i) a
REMIC election has not been made with respect to the arrangement under which
the Mortgage Loans and the REO Property are held, and (ii) the Servicer
determines, and gives an appropriate notice to the Owner to such effect, that a
longer period is necessary for the orderly liquidation of such REO Property;
provided however, that the Servicer agrees not to sell or dispose of any such
REO Property to a person who acquires such REO Property using a purchase money
mortgage. If a period longer than one year is permitted under the foregoing
sentence and is necessary to sell any REO Property, the Servicer shall report
monthly to the Owner as to the progress being made in selling such REO
Property, and provided further, that if the Servicer is unable to sell such REO
Property within three years of acquisition, the Servicer shall obtain an
extension from the Internal Revenue Service."
(f) the third paragraph of Section 3.01 shall be deleted and
replaced as follows:
"With respect to any remittance received by the Owner after the
Business Day on which such payment was due, the Servicer shall pay to the Owner
interest on any such late payment at an annual rate equal to the Prime Rate,
adjusted as of the date of each change, plus three percentage points, but in no
event greater than the maximum amount permitted by applicable law. Such
interest shall be deposited in the Custodial Account by the Servicer on the
date such late payment is made and shall cover the period commencing with the
day the payment was due and ending with the Business Day on which such payment
is made, both inclusive.
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Such interest shall be remitted along with the distribution payable on the next
succeeding Remittance Date. The payment by the Servicer of any such interest
shall not be deemed an extension of time for payment or a waiver of any Event
of Default by the Servicer."
(g) Section 3.04 will be amended by adding a new paragraph as
follows:
"In the event that the Servicer determines that any such advances
are Non-Recoverable Advances, the Servicer shall provide the Owner with a
certificate signed by an officer of the Servicer evidencing such determination.
Notwithstanding the foregoing, the Servicer shall not be permitted to make any
advances from amounts held for future distribution, and instead shall be
required to make all advances from its own funds, unless the Servicer, its
parent, or their respective successors hereunder shall have a long term credit
rating of at least "A" by Fitch, Inc., or the equivalent rating of another
Rating Agency."
(h) a new section, Section 11.17, will be added immediately
following Section 11.16 which shall read as follows:
"Section 11.17 Third-Party Beneficiary. ▇▇▇▇▇ Fargo Bank, National
Association, as master servicer under the Master Servicing and Trust Agreement,
dated as of November 1, 2006, among GS Mortgage Securities Corp., as depositor,
U.S. Bank National Association, as trustee and as a custodian, Deutsche Bank
National Trust Company, as a custodian, The Bank of New York, as custodian and
▇▇▇▇▇ Fargo Bank, National Association, as master servicer and securities
administrator shall be considered a third-party beneficiary to this Agreement
entitled to all of the rights and benefits accruing to it as if it were a
direct party to this Agreement."
4. Representations and Warranties of the Company.
The Company warrants and represents to and covenants with, the
Assignor, the Assignee and the Trust as of the date hereof that:
(a) The Company is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its formation;
(b) The Company has full power and authority to execute, deliver
and perform its obligations under this Agreement and has full power and
authority to perform its obligations under the Servicing Agreement. The
execution by the Company of this Agreement is in the ordinary course of
the Company's business and will not conflict with, or result in a breach
of, any of the terms, conditions or provisions of the Company's charter
or bylaws or any legal restriction, or any material agreement or
instrument to which the Company is now a party or by which it is bound,
or result in the violation of any law, rule, regulation, order, judgment
or decree to which the Company or its property is subject. The execution,
delivery and performance by the Company of this Agreement have been duly
authorized by all necessary corporate action on part of the Company. This
Agreement has been duly executed and delivered by the Company, and, upon
the due authorization, execution and delivery by the Assignor and the
Assignee, will constitute the valid and legally binding obligation of the
Company, enforceable against the Company in accordance with its terms
except as enforceability may be limited by
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bankruptcy, reorganization, insolvency, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights generally, and
by general principles of equity regardless of whether enforceability is
considered in a proceeding in equity or at law;
(c) No consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is
required to be obtained or made by the Company in connection with the
execution, delivery or performance by the Company of this Agreement or
the consummation by it of the transaction contemplated hereby;
(d) The Company shall establish a Custodial Account and an Escrow
Account under the Servicing Agreement in favor of the Trust with respect
to the Mortgage Loans separate from the Custodial Account and Escrow
Account previously established under the Servicing Agreement in favor of
the Assignor;
(e) There is no action, suit, proceeding or investigation pending
or threatened against the Company, before any court, administrative
agency or other tribunal, which would draw into question the validity of
this Agreement or the Servicing Agreement, or which, either in any one
instance or in the aggregate, is likely to result in any material adverse
change in the ability of the Company to perform its obligations under
this Agreement or the Servicing Agreement, and the Company is solvent;
(f) To the extent the Mortgage Loans have been transferred to the
Company as of the date hereof, the Company has serviced the Mortgage
Loans in accordance with the Servicing Agreement and has provided
accurate "paid through" data (assuming the correctness of all "paid
through" data provided by the Assignor to the Company at the time the
Company began servicing the Mortgage Loans) with respect to the Mortgage
Loans to the Assignor;
(g) To the extent the Mortgage Loans have been transferred to the
Company as of the date hereof, except as reflected in the "paid through"
data delivered to the Assignor (assuming the correctness of all "paid
through" data provided by the Assignor to the Company at the time the
Company began servicing the Mortgage Loans), there is no payment default
existing under any Mortgage or any Mortgage Note as of the Securitization
Closing Date; and
(h) To the extent the Mortgage Loans have been transferred to the
Company as of the date hereof, to the Company's knowledge, there is no
non-payment default existing under any Mortgage or Mortgage Note, or any
event which, with the passage of time or with notice and the termination
of any grace or cure period, would constitute a non-payment default,
breach, violation or event which would permit acceleration as of the
Securitization Closing Date.
Pursuant to Section 9.01 of the Servicing Agreement, the Company
hereby represents and warrants, for the benefit of the Assignor, the Assignee
and the Trust, that the representations and warranties set forth in Article IX
of the Servicing Agreement are true and
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correct as of the date hereof as if such representations and warranties were
made on the date hereof.
5. Representations and Warranties of the Assignor.
The Assignor warrants and represents to the Assignee and the Trust
as of date hereof that:
(a) Prior Assignments; Pledges. Except for the sale to the
Assignee, the Assignor has not assigned or pledged any Mortgage Note or the
related Mortgage or any interest or participation therein;
(b) Releases. The Assignor has not satisfied, canceled or
subordinated in whole or in part, or rescinded any Mortgage, and the
Assignor has not released the related Mortgaged Property from the lien of
any Mortgage, in whole or in part, nor has the Assignor executed an
instrument that would effect any such release, cancellation, subordination,
or rescission. The Assignor has not released any Mortgagor, in whole or in
part, except in connection with an assumption agreement or other agreement
approved by the related federal insurer, to the extent such approval was
required;
(c) No Waiver. The Assignor has not waived the performance by any
Mortgagor of any action, if such Mortgagor's failure to perform such action
would cause the Mortgage Loan to be in default, nor has the Company waived
any default resulting from any action or inaction by such Mortgagor;
(d) Compliance with Applicable Laws. With respect to each Mortgage
Loan, any and all requirements of any federal, state or local law including,
without limitation, usury, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity, predatory
and abusive lending or disclosure laws applicable to such Mortgage Loan,
including without limitation, any provisions relating to prepayment charges,
have been complied with;
(e) High Cost. With respect to the Mortgage Loans, no Mortgage Loan
is categorized as "High Cost" pursuant to the then-current Standard & Poor's
Glossary for File Format for LEVELS(R) Version 5.7, Appendix E, as revised
from time to time and in effect as of the Original Purchase Date.
Furthermore, none of the Mortgage Loans sold by the Seller are classified as
(a) a "high cost mortgage" loan under the Home Ownership and Equity
Protection Act of 1994 or (b) a "high cost home," "covered," "high-cost,"
"high-risk home," or "predatory" loan under any other applicable state,
federal or local law;
(f) Georgia Fair Lending Act. No Mortgage Loan is secured by a
property in the state of Georgia and originated between October 1, 2002 and
March 7, 2003;
(g) Qualified Mortgage Loan. Each Mortgage Loan is a "qualified
mortgage" under Section 860G(a)(3) of the Internal Revenue Code of 1986, as
amended; and
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(h) Credit Reporting. The Assignor will cause to be fully
furnished, in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information (i.e., favorable
and unfavorable) on Mortgagor credit files to Equifax, Experian and Trans
Union Credit Information Company (three of the credit repositories), on a
monthly basis; and
(i) Prepayment Premiums. To the Assignor's knowledge, with respect
to any Mortgage Loan that contains a provision permitting imposition of a
Prepayment Premium prior to maturity: (a) prior to the Mortgage Loan's
origination, the borrower agreed to such premium in exchange for a monetary
benefit, including but not limited to a rate or fee reduction; (b) prior to
the Mortgage Loan's origination, the borrower was offered the option of
obtaining a Mortgage Loan that did not require payment of such a premium;
(c) the prepayment premium is adequately disclosed to the borrower pursuant
to applicable state and federal law; (d) no Mortgage Loan originated on or
after October 1, 2002 will impose a prepayment premium for a term in excess
of three (3) years and any Mortgage Loans originated prior to such date will
not impose Prepayment Premiums in excess of five (5) years; in each case
unless the Mortgage Loan was modified to reduce the prepayment period to no
more than three (3) years from the date of the note and the borrower was
notified in writing of such reduction in prepayment period; and (e)
notwithstanding any state or federal law to the contrary, the Company shall
not impose such Prepayment Premium in any instance when the Mortgage Loan is
accelerated or paid off in connection with the workout of a delinquent
mortgage or due to the borrower's default.
6. Remedies for Breach of Representations and Warranties of the
Assignor.
With respect to the Conduit Mortgage Loans, the Assignor hereby
acknowledges and agrees that in the event of any breach of the representations
and warranties made by the Assignor set forth in Section 5 hereof or in Section
2 of the Representations and Warranties Agreement, dated as of November 24,
2006, between the Assignor and Assignee (the "Representations and Warranties
Agreement") that materially and adversely affects the value of the Mortgage
Loans or the interest of the Assignee or the Trust therein, within sixty (60)
days of the earlier of either discovery by or notice to the Assignor of such
breach of a representation or warranty, it shall cure, purchase, cause the
purchase of, or substitute for the applicable Mortgage Loan in the same manner
and subject to the conditions set forth in Section 3 of the Representations and
Warranties Agreement.
With respect to the Ameriquest Mortgage Loans, the Assignor hereby
acknowledges and agrees that in the event of any breach of the representations
and warranties made by the Assignor set forth in Section 5 hereof or in
Sections 5 and 6 of the Ameriquest Assignment Agreement, the Assignor shall
repurchase such affected Ameriquest Mortgage Loans as set forth in the
Ameriquest Assignment Agreement and in the related Sale Agreement (as such term
is defined in the Ameriquest Assignment Agreement).
With respect to the FNBN Mortgage Loans, the Assignor hereby
acknowledges and agrees that in the event of any breath of the representations
and warranties made by the Assignor set forth in Section 5 hereof or in
Sections 5 and 6 of the FNBN Assignment Agreement, the Assignor shall
repurchase such affected FNBN Mortgage Loans as set forth in
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the FNBN Assignment Agreement and in the related Sale Agreement (as defined in
the FNBN Assignment Agreement).
7. 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, with the prior written consent of the Trustee.
(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 Master Servicer acting on the Trust's behalf). Any entity
into which the Assignor, Assignee or the Company may be merged or
consolidated shall, without the requirement for any further writing, be
deemed Assignor, Assignee or the Company, respectively, hereunder.
(d) Each of this Agreement and the Servicing Agreement shall
survive the conveyance of the Mortgage Loans to the Trust 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) This Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original and all
such counterparts shall constitute one and the same instrument.
(f) 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.
(g) Capitalized terms used in this Agreement (including the
exhibits hereto) but not defined in this Agreement shall have the
meanings given to such terms in the purchase agreements or the Servicing
Agreement, as applicable.
[SIGNATURE PAGE FOLLOWS]
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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: ___________________________________
Name:
Title:
▇▇▇▇▇▇▇ SACHS MORTGAGE COMPANY
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ REAL ESTATE FUNDING
CORP., its General Partner
By: ___________________________________
Name:
Title:
AVELO MORTGAGE, L.L.C., as Servicer
By: ___________________________________
Name:
Title:
Avelo Step 1 AAR
EXHIBIT A
Mortgage Loan Schedule
[On File with the Securities Administrator as provided by the Depositor]
A-1