Exhibit 99.3
EXECUTION COPY
--------------
================================================================================
GSAA HOME EQUITY TRUST 2006-15
ASSET-BACKED CERTIFICATES
SERIES 2006-15
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 the Company
Dated as of
September 28, 2006
================================================================================
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated September
28, 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 "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% 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 Deutsche Bank National Trust
Company ("Deutsche Bank"), as trustee (including its successors in interest and
any successor trustees under the Trust Agreement, the "Trustee"), of the GSAA
Home Equity Trust 2006-15 (the "Trust") created pursuant to a Master Servicing
and Trust Agreement, dated as of September 1, 2006 (the "Trust Agreement"),
among the Assignee, the Trustee, Deutsche Bank, as a custodian, U.S. Bank
National Association, 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"), and as 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 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
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 each Mortgage Loan, 0.25% 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 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
5
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 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."
5
(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. Such interest shall be remitted along with the distribution
payable on the next succeeding
6
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. Xxxxx Fargo Bank, National
Association, as master servicer and securities administrator under the Master
Servicing and Trust Agreement, dated as of September 1, 2006, among GS Mortgage
Securities Corp., as depositor, Deutsche Bank National Trust Company, as trustee
and a custodian, U.S. Bank National Association, as a custodian and JPMorgan
Chase Bank, National Association, as 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;
(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
7
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
8
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
9
(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 years; in each case unless the Mortgage Loan was modified
to reduce the prepayment period to no more than three 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 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 September 28, 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.
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.
10
(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.
11
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the date first above written.
XXXXXXX XXXXX MORTGAGE COMPANY
By: XXXXXXX SACHS REAL ESTATE FUNDING
CORP., its General Partner
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
GS MORTGAGE SECURITIES CORP.
By: /s/ Xxxxxxxx Xxxx
--------------------------------
Name: Xxxxxxxx Xxxx
Title: Vice President
AVELO MORTGAGE, L.L.C., as Servicer
By: /s/ J. Xxxxxx Xxxxxxx
--------------------------------
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
