Exhibit 99.5
EXECUTION COPY
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GSAA HOME EQUITY TRUST 2006-18
ASSET-BACKED CERTIFICATES
SERIES 2006-18
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
November 30, 2006
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated
November 30, 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 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 2006-18 (the "Trust")
created pursuant to a Master Servicing and Trust Agreement, dated as of
November 1, 2006 (the "Trust Agreement"), among the Assignee, Deutsche Bank,
as Trustee and as a custodian, The Bank of New York Trust Company, National
Association, as a custodian, U.S. 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
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.
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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
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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."
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(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
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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, securities administrator and a
custodian under the Master Servicing and Trust Agreement, dated as of November
1, 2006, among GS Mortgage Securities Corp., as depositor, Deutsche Bank
National Trust Company, as trustee and as a custodian, The Bank of New York
Trust Company, National Association, as a custodian, U.S. Bank National
Association, as a custodian and Xxxxx Fargo Bank, National Association, 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
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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 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 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 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 30, 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 FNBN Mortgage Loans, the Assignor hereby
acknowledges and agrees that in the event of any breach of representations and
warranties made by the Assignor set forth in Section 5 hereof or in Sections 5
and 6 of the Assignment, Assumption and Recognition Agreement, dated as of
November 30, 2006, between the Assignor, the Assignee and First National Bank
of Nevada (the "FNBN Assignment Agreement"), the Assignor shall repurchase
such affected FNBN Mortgage Loans as set forth in the FNBN Assignment
Agreement and in the related Sale Agreement (as such term is defined in the
FNBN Assignment 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/ Xxxx X. Xxxxx
-------------------------------------
Name:
Title:
XXXXXXX SACHS MORTGAGE COMPANY
By: XXXXXXX XXXXX REAL ESTATE FUNDING
CORP., its General Partner
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name:
Title:
AVELO MORTGAGE, L.L.C., as Servicer
By: /s/ J. Xxxxxx Xxxxxxx
------------------------------------
Name: J. Xxxxxx Xxxxxxx
Title: President
Avelo Step 1 AAR
EXHIBIT A
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Mortgage Loan Schedule
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[On File with the Securities Administrator as provided by the Depositor]
A-1
