10-K/A 1 gsa06020_10ka-2006.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark one) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number of issuing entity: 333-132809-44 GSAA Home Equity Trust 2006-20 (exact name of issuing entity as specified in its charter) GS Mortgage Securities Corp. (exact name of the depositor as specified in its charter) Goldman Sachs Mortgage Company (exact name of the sponsor as specified in its charter) New York 54-2198506 (State or other jurisdiction of 54-2198507 incorporation or organization of 54-2198508 issuing entity) 54-2198509 54-6731711 (I.R.S. Employer Identification No. of issuing entity) c/o Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, MD 21045 (Address of principal executive offices of issuing entity) (Zip Code of issuing entity) Telephone number, including area code of issuing entity: (410) 884-2000 Securities registered pursuant to Section 12(b) of the Act: NONE. Securities registered pursuant to Section 12(g) of the Act: NONE. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ___ No X Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ___ No X Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. Not applicable. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer X Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ___ No X State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not applicable. Documents Incorporated by Reference. List hereunder the following documents if incorporated by reference and the Part of the Form 10-K/A (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b); or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., the annual report to security holders for fiscal year ended December 24, 1980). Not applicable. PART I Item 1. Business. Not applicable. Item 1A. Risk Factors. Not applicable. Item 1B. Unresolved Staff Comments. None. Item 2. Properties. Not applicable. Item 3. Legal Proceedings. Not applicable. Item 4. Submission of Matters to a Vote of Security Holders. Not applicable. PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity. Not applicable. Item 6. Selected Financial Data. Not applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Not applicable. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Not applicable. Item 8. Financial Statements and Supplementary Data. Not applicable. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Not applicable. Item 9A. Controls and Procedures. Not applicable. Item 9A(T). Controls and Procedures. Not applicable. Item 9B. Other Information. None. PART III Item 10. Directors, Executive Officers and Corporate Governance. Not applicable. Item 11. Executive Compensation. Not applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Not applicable. Item 13. Certain Relationships and Related Transactions, and Director Independence. Not applicable. Item 14. Principal Accounting Fees and Services. Not applicable. ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB Item 1112(b) of Regulation AB, Significant Obligor Financial Information. No single obligor represents 10% or more of the pool assets held by the issuing entity. Item 1114(b)(2) and 1115(b) of Regulation AB, Significant Enhancement Provider Financial Information. None. Item 1117 of Regulation AB, Legal Proceedings. None. Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions. Provided previously in the prospectus supplement of the Registrant relating to the issuing entity and filed pursuant to Rule 424 of the Securities Act of 1933, as amended. Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria. a) See Exhibit 33 and Exhibit 34. b) Material instances of noncompliance: On or about March 11, 2008, Assurant, Inc. provided the Registrant with a management's assessment of compliance with servicing criteria set forth in Item 1122(d) of Regulation AB and a registered public accounting firm assessment as set forth in Item 1122(b) of Regulation AB (the "Assurant Reports"). The Assurant Reports are attached as Exhibit 33 (a) and Exhibit 34 (a), respectively, to this report. Assurant, Inc. previously excluded the applicable servicing criteria set forth in Item 1122 (d)(4)(xii) from the scope of its assessment of compliance. Assurant, Inc. has now assessed its compliance with the Applicable Servicing Criteria for the Reporting Period and has identified a material instance of noncompliance with that servicing criterion. Specifically, Assurant, Inc. did not have, during the Reporting Period, sufficient policies and procedures to capture the information with respect to the Platform Transactions necessary to determine compliance with Item 1122(d)(4)(xii). Accordingly, Assurant, Inc. has restated its previous assessment for the Reporting Period, which excluded evaluation of the criterion, to include the criterion and reflect the material noncompliance as a result of its assessment. On or about March 11, 2008, Avelo provided the Registrant with a revised management's assessment of compliance with servicing criteria set forth in Item 1122(d) of Regulation AB and a registered public accounting firm assessment as set forth in Item 1122(b) of Regulation AB (the "Avelo Reports"). The Avelo Reports are attached as Exhibit 33(b) and Exhibit 34(b) respectively, to this report. Avelo Mortgage, L.L.C. has complied, in all material respects, with the applicable servicing criteria as of and for the Reporting Period except as follows: Avelo Mortgage, L.L.C. assessed its compliance with the Applicable Servicing Criteria for the Reporting Period and has identified a material instance of non-compliance with servicing criterion set forth in Item 1122(d)(2)(vii) of Regulation AB with respect to the Platform. Specifically, Avelo Mortgage, L.L.C. did not prepare reconciliations for all asset-backed securities related bank accounts within 30 calendar days after the bank statement cut-off date, or as such other number of days as specified in the transaction agreements and reconciling items were not resolved within 90 days of their original identification or such other number of days as specified in the transaction agreements. GreenPoint Mortgage Funding, Inc., as Servicer, identified the following material instances noncompliance with the servicing criteria set forth in Item 1122(d) of Regulation AB as of and for the year ended December 31, 2006: 1122(d)(1)(i) - GreenPoint did not institute policies and procedures to monitor performance or other triggers and events of defaults in accordance with the transaction agreements. 1122(d)(2)(iv) - GreenPoint did not establish separate P&I and T&I accounts for certain securitizations which allowed funds to be commingled in various custodial accounts. 1122(d)(3)(ii) - In certain situations where GreenPoint has received mortgage insurance proceeds prior to the liquidation of the related properties, the mortgage insurance proceeds were not remitted at the time of the next regularly scheduled remittance date as required by the transaction agreements, but instead remained in the related custodial account and were remitted at the time the REO liquidation proceeds were remitted to the Master Servicer. SunTrust Mortgage, Inc., as Servicer, identified the following material instances noncompliance with the servicing criteria set forth in Item 1122(d) of Regulation AB as of and for the year ended December 31, 2006: Section 229.1122(d)(1)(i), Section 229.1122(d)(2)(i), and Section 229.1122(d)(2)(iv), respectively, of the CFR with respect to the Platform. Specifically, for the period from January 1, 2006 through December 31, 2006 SunTrust Mortgage, Inc. (a) did not institute policies and procedures to monitor any performance or other triggers and events of default in accordance with the transaction agreements, (b) did not process payments into the appropriate custodial bank accounts within two business days of receipt or per the related transaction agreement, and (c) did not establish separately maintained custodial accounts in accordance with the applicable transaction agreements. National City Mortgage Co. has assessed compliance with the Applicable Servicing Criteria for the Reporting Period and has concluded that it has complied, in all material respects, with the Applicable Servicing Criteria during the Reporting Period with respect to the Platform taken as a whole, except as noted below: There were 29 possible instances where National City Mortgage Co. did not prepare default loan data reports for the master servicer within the timeframes set forth in the transaction agreements as required in section 1122(d)(3)(i)(A). All other loan level reports were completed as required. Material instances of noncompliance by Wells Fargo Bank, National Association: 1122(d)(3)(i) Delinquency Reporting: During the reporting period, certain monthly investor or remittance reports included errors in the calculation and/or the reporting of delinquencies for the pool assets, which errors may or may not have been material. All such errors were the result of data processing errors and/or the mistaken interpretation of data provided by other parties participating in the servicing function. All necessary adjustments to data processing systems and/or interpretive clarifications have been made to correct those errors and to remedy related procedures. Item 1123 of Regulation AB, Servicer Compliance Statement. See Exhibit 35. PART IV Item 15. Exhibits, Financial Statement Schedules. (a) Exhibits (4) and (10) Master Servicing and Trust Agreement, dated as of December 1, 2006, among GS Mortgage Securities Corp., as depositor, U.S. Bank, as trustee and as a custodian, Deutsche Bank and BNY, each as a custodian and Wells Fargo as Master Servicer and securities administrator (filed as Exhibit 99.1 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) Interest Rate Swap Agreement, dated as of December 29, 2006, between GSAA Home Equity Trust 2006-20 and Goldman Sachs Mitsui Marine Derivative Products, L.P., with Schedule and Confirmation thereto (filed as Exhibit 99.2 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) CHL Step 1 Assignment Agreement, dated as of December 29, 2006, among CHL, GSMC and the Company (filed as Exhibit 99.3 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) CHL Step 2 Assignment Agreement, dated as of December 29, 2006, among the Company, CHL, U.S. Bank and Wells Fargo (filed as Exhibit 99.4 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) Avelo Step 1 Assignment Agreement, dated as of December 29, 2006, among Avelo, GSMC and the Company (filed as Exhibit 99.5 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) Avelo Step 2 Assignment Agreement, dated as of December 29, 2006, among the Company, Avelo, U.S. Bank and Wells Fargo (filed as Exhibit 99.6 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) GreenPoint Step 1 Assignment Agreement, dated as of December 29, 2006, among GreenPoint, GSMC and the Company (filed as Exhibit 99.7 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) GreenPoint Step 2 Assignment Agreement, dated as of December 29, 2006, among the Company, GreenPoint, U.S. Bank and Wells Fargo (filed as Exhibit 99.8 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) SunTrust Step 1 Assignment Agreement, dated as of December 29, 2006, among SunTrust, GSMC and the Company (filed as Exhibit 99.9 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) SunTrust Step 2 Assignment Agreement, dated as of December 29, 2006, among the Company, SunTrust, U.S. Bank and Wells Fargo (filed as Exhibit 99.10 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) NatCity Step 1 Assignment Agreement, dated as of December 29, 2006, among NatCity, GSMC and the Company (filed as Exhibit 99.11 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) NatCity Step 2 Assignment Agreement, dated as of December 29, 2006, among the Company, NatCity, U.S. Bank and Wells Fargo (filed as Exhibit 99.12 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) IndyMac Step 1 Assignment Agreement, dated as of December 29, 2006, among IndyMac, GSMC and the Company (filed as Exhibit 99.13 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) IndyMac Step 2 Assignment Agreement, dated as of December 29, 2006, among the Company, IndyMac, U.S. Bank and Wells Fargo (filed as Exhibit 99.14 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) Wachovia Step 1 Assignment Agreement, dated as of December 29, 2006, among Wachovia, GSMC and the Company (filed as Exhibit 99.15 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) Wachovia Step 2 Assignment Agreement, dated as of December 29, 2006, among the Company, Wachovia, U.S. Bank and Wells Fargo (filed as Exhibit 99.16 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) (31) Rule 13a-14(d)/15d-14(d) Certifications. (33) Reports on assessment of compliance with servicing criteria for asset-backed securities. a) Assurant, Inc. as Sub-Contractor for Avelo Mortgage, L.L.C. b) Avelo Mortgage, L.L.C., as Servicer c) Countrywide Home Loans Servicing LP, as Servicer d) Deutsche Bank National Trust Company, as Custodian e) GreenPoint Mortgage Funding, Inc., as Servicer f) IndyMac Bank, F.S.B., as Servicer g) National City Mortgage Co., as Servicer h) Newport Management Corporation as Sub-Contractor for IndyMac Bank, F.S.B. i) Regulus Group LLC as Sub-Contractor for National City Mortgage Co. j) SunTrust Mortgage, Inc., as Servicer k) The Bank of New York, as Custodian l) U.S. Bank, National Association, as Custodian m) Wells Fargo Bank, N.A., as Master Servicer n) Wells Fargo Bank, N.A., as Securities Administrator o) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for SunTrust Mortgage, Inc. p) SunTrust Bank, Inc., as Sub-Contractor for SunTrust Mortgage, Inc.
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities. a) Assurant, Inc. as Sub-Contractor for Avelo Mortgage, L.L.C. b) Avelo Mortgage, L.L.C., as Servicer c) Countrywide Home Loans Servicing LP, as Servicer d) Deutsche Bank National Trust Company, as Custodian e) GreenPoint Mortgage Funding, Inc., as Servicer f) IndyMac Bank, F.S.B., as Servicer g) National City Mortgage Co., as Servicer h) Newport Management Corporation as Sub-Contractor for IndyMac Bank, F.S.B. i) Regulus Group LLC as Sub-Contractor for National City Mortgage Co. j) SunTrust Mortgage, Inc., as Servicer k) The Bank of New York, as Custodian l) U.S. Bank, National Association, as Custodian m) Wells Fargo Bank, N.A., as Master Servicer n) Wells Fargo Bank, N.A., as Securities Administrator o) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for SunTrust Mortgage, Inc. p) SunTrust Bank, Inc., as Sub-Contractor for SunTrust Mortgage, Inc.
(35) Servicer compliance statement. b) Avelo Mortgage, L.L.C., as Servicer c) Countrywide Home Loans Servicing LP, as Servicer g) National City Mortgage Co., as Servicer j) SunTrust Mortgage, Inc., as Servicer m) Wells Fargo Bank, N.A., as Master Servicer
(b) See (a) above. (c) Not applicable. Filed herewith. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GS Mortgage Securities Corp. (Depositor) /s/ Michelle Gill Michelle Gill, Vice President (senior officer in charge of securitization of the depositor) Date: June 30, 2008 Exhibit Index Exhibit No. (4) and (10) Master Servicing and Trust Agreement, dated as of December 1, 2006, among GS Mortgage Securities Corp., as depositor, U.S. Bank, as trustee and as a custodian, Deutsche Bank and BNY, each as a custodian and Wells Fargo as Master Servicer and securities administrator (filed as Exhibit 99.1 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) Interest Rate Swap Agreement, dated as of December 29, 2006, between GSAA Home Equity Trust 2006-20 and Goldman Sachs Mitsui Marine Derivative Products, L.P., with Schedule and Confirmation thereto (filed as Exhibit 99.2 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) CHL Step 1 Assignment Agreement, dated as of December 29, 2006, among CHL, GSMC and the Company (filed as Exhibit 99.3 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) CHL Step 2 Assignment Agreement, dated as of December 29, 2006, among the Company, CHL, U.S. Bank and Wells Fargo (filed as Exhibit 99.4 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) Avelo Step 1 Assignment Agreement, dated as of December 29, 2006, among Avelo, GSMC and the Company (filed as Exhibit 99.5 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) Avelo Step 2 Assignment Agreement, dated as of December 29, 2006, among the Company, Avelo, U.S. Bank and Wells Fargo (filed as Exhibit 99.6 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) GreenPoint Step 1 Assignment Agreement, dated as of December 29, 2006, among GreenPoint, GSMC and the Company (filed as Exhibit 99.7 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) GreenPoint Step 2 Assignment Agreement, dated as of December 29, 2006, among the Company, GreenPoint, U.S. Bank and Wells Fargo (filed as Exhibit 99.8 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) SunTrust Step 1 Assignment Agreement, dated as of December 29, 2006, among SunTrust, GSMC and the Company (filed as Exhibit 99.9 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) SunTrust Step 2 Assignment Agreement, dated as of December 29, 2006, among the Company, SunTrust, U.S. Bank and Wells Fargo (filed as Exhibit 99.10 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) NatCity Step 1 Assignment Agreement, dated as of December 29, 2006, among NatCity, GSMC and the Company (filed as Exhibit 99.11 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) NatCity Step 2 Assignment Agreement, dated as of December 29, 2006, among the Company, NatCity, U.S. Bank and Wells Fargo (filed as Exhibit 99.12 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) IndyMac Step 1 Assignment Agreement, dated as of December 29, 2006, among IndyMac, GSMC and the Company (filed as Exhibit 99.13 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) IndyMac Step 2 Assignment Agreement, dated as of December 29, 2006, among the Company, IndyMac, U.S. Bank and Wells Fargo (filed as Exhibit 99.14 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) Wachovia Step 1 Assignment Agreement, dated as of December 29, 2006, among Wachovia, GSMC and the Company (filed as Exhibit 99.15 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) Wachovia Step 2 Assignment Agreement, dated as of December 29, 2006, among the Company, Wachovia, U.S. Bank and Wells Fargo (filed as Exhibit 99.16 to Form 8-K filed on January 12, 2007, and incorporated by reference herein.) (31) Rule 13a-14(d)/15d-14(d) Certifications. (33) Reports on assessment of compliance with servicing criteria for asset-backed securities. a) Assurant, Inc. as Sub-Contractor for Avelo Mortgage, L.L.C. b) Avelo Mortgage, L.L.C., as Servicer c) Countrywide Home Loans Servicing LP, as Servicer d) Deutsche Bank National Trust Company, as Custodian e) GreenPoint Mortgage Funding, Inc., as Servicer f) IndyMac Bank, F.S.B., as Servicer g) National City Mortgage Co., as Servicer h) Newport Management Corporation as Sub-Contractor for IndyMac Bank, F.S.B. i) Regulus Group LLC as Sub-Contractor for National City Mortgage Co. j) SunTrust Mortgage, Inc., as Servicer k) The Bank of New York, as Custodian l) U.S. Bank, National Association, as Custodian m) Wells Fargo Bank, N.A., as Master Servicer n) Wells Fargo Bank, N.A., as Securities Administrator o) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for SunTrust Mortgage, Inc. p) SunTrust Bank, Inc., as Sub-Contractor for SunTrust Mortgage, Inc.
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities. a) Assurant, Inc. as Sub-Contractor for Avelo Mortgage, L.L.C. b) Avelo Mortgage, L.L.C., as Servicer c) Countrywide Home Loans Servicing LP, as Servicer d) Deutsche Bank National Trust Company, as Custodian e) GreenPoint Mortgage Funding, Inc., as Servicer f) IndyMac Bank, F.S.B., as Servicer g) National City Mortgage Co., as Servicer h) Newport Management Corporation as Sub-Contractor for IndyMac Bank, F.S.B. i) Regulus Group LLC as Sub-Contractor for National City Mortgage Co. j) SunTrust Mortgage, Inc., as Servicer k) The Bank of New York, as Custodian l) U.S. Bank, National Association, as Custodian m) Wells Fargo Bank, N.A., as Master Servicer n) Wells Fargo Bank, N.A., as Securities Administrator o) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for SunTrust Mortgage, Inc. p) SunTrust Bank, Inc., as Sub-Contractor for SunTrust Mortgage, Inc.
(35) Servicer compliance statement. b) Avelo Mortgage, L.L.C., as Servicer c) Countrywide Home Loans Servicing LP, as Servicer g) National City Mortgage Co., as Servicer j) SunTrust Mortgage, Inc., as Servicer m) Wells Fargo Bank, N.A., as Master Servicer