Exhibit 99.6
EXECUTION VERSION
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GSAA HOME EQUITY TRUST 2006-14
ASSET-BACKED CERTIFICATES
SERIES 2006-14
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
among
XXXXXXX XXXXX MORTGAGE COMPANY,
as Assignor
GS MORTGAGE SECURITIES CORP.,
as Assignee
and
AVELO MORTGAGE, L.L.C.
as Servicer
Dated as of
August 25, 2006
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated August 25,
2006 (this "Agreement"), among Xxxxxxx Sachs Mortgage Company ("Assignor"), GS
Mortgage Securities Corp. ("Assignee") and Avelo Mortgage, L.L.C. ( the
"Company").
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 Xxxxxxx Xxxxx Residential Mortgage Conduit Program (the "Conduit
Mortgage Loans") and those certain mortgage loans originated or acquired by
First National Bank of Nevada (the "FNBN Mortgage Loans") and, together with the
Conduit 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 Servicer) 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% 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 LaSalle Bank National
Association ("LaSalle"), as trustee (including its successors in interest and
any successor trustees under the Trust Agreement, the "Trustee"), of the GSAA
Home Equity Trust 2006-14 (the "Trust") created pursuant to a Master Servicing
and Trust Agreement, dated as of August 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, JPMorgan Chase Bank,
National Association, as a custodian and Xxxxx 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"),
securities administrator and as a custodian. 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 Servicer 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 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.
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3. Modification of the Servicing Agreement. Only in so far as it
relates to the Mortgage Loans, the Servicer 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 each Mortgage Loan, 0.25%
per annum."
(b) 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 a
purchaser."
(c) 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 Purchaser 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 Purchaser 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."
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(d) 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
immediately following the day such payment was due and ending with the Business
Day on which such payment is made, both inclusive. 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."
(e) 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."
(f) 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. Xxxxx Fargo Bank, National
Association, as master servicer under the Master Servicing and Trust Agreement,
dated as of August 1, 2006, among GS Mortgage Securities Corp., as depositor,
LaSalle Bank National Association, as trustee, Deutsche Bank National Trust
Company, as a custodian, U.S. Bank National Association, as a custodian,
JPMorgan Chase Bank, National Association, as custodian and Xxxxx Fargo Bank,
National Association, as master servicer, securities administrator and as a
custodian 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;
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(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 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
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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 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 5.6(d), Appendix E, as revised
from time to time and
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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
(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 Servicer 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 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 August 25, 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.
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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.
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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: /s/ Xxxxxxxx Xxxx
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Name: Xxxxxxxx Xxxx
Title: Vice President
XXXXXXX XXXXX MORTGAGE COMPANY
By: XXXXXXX SACHS REAL ESTATE FUNDING
CORP., its General Partner
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Vice President
AVELO MORTGAGE, L.L.C., as Servicer
By: /s/ J. Xxxxxx Xxxxxxx
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Name: J. Xxxxxx Xxxxxxx
Title: President
Avelo Step 1 AAR
EXHIBIT A
Mortgage Loan Schedule
[On File with the Securities Administrator as provided by the Depositor]
A-1
