Exhibit 99.16
EXECUTION COPY
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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
WACHOVIA MORTGAGE CORPORATION
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 Wachovia Mortgage Company (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 those 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 Seller's Purchase, Warranties and Servicing Agreement, dated as of April
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 Conduit 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 Servicing Agreement relating to the Owner's right to terminate
the Company and the Owner's right to receive information from the Servicer.
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 Securitization Closing 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 and
(B) the Servicing Agreement, including, without limitation, the enforcement of
the document delivery requirements set forth in Article II of 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 III 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 Securitization Closing 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. 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) The fourth paragraph of Section 4.13 shall be deleted in
its entirety and replaced with the following:
"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. If as of the date title to any REO
Property was acquired by the Seller there were outstanding unreimbursed
Servicing Advances with respect to the REO Property, the Seller shall be
entitled to immediate reimbursement from the Purchaser for any related
unreimbursed Servicing Advances. The disposition of REO Property shall be
carried out by the Seller at such price, and upon such terms and conditions, as
the Seller deems to be in the best interests of the Purchaser."
(c) A new paragraph shall be added to the end of Section 4.04
which shall read 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 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 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."
(d) a new section, Section 11.19 shall be added immediately
following Section 11.18 which shall read as follows:
"Section 11.19 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.
(a) The Company warrants and represents to and covenants with, the
Assignor, the Assignee and the Trust as of the date hereof that:
(b) The Company is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its formation;
(c) 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;
(d) 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;
(e) 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;
(f) 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;
(g) The Company has serviced the Mortgage Loans in accordance with
the Servicing Agreement.
(h) 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 Section 3.01
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 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 as set forth in the
Servicing 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 the Servicing Agreement.
7. Miscellaneous.
(a) This Agreement shall be construed in accordance with the laws of
the State of New York, without regard to conflicts of law principles, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
(b) No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by the party against
whom such waiver or modification is sought to be enforced, with the prior
written consent of the Trustee.
(c) This Agreement shall inure to the benefit of (i) the successors
and assigns of the parties hereto and (ii) the Trust (including the Trustee and
the Master Servicer acting on the Trust's behalf). Any entity into which the
Assignor, Assignee or the Company may be merged or consolidated shall, without
the requirement for any further writing, be deemed Assignor, Assignee or the
Company, respectively, hereunder.
(d) Each of this Agreement and the Servicing Agreement shall survive
the conveyance of the Mortgage Loans to the Trust and the assignment of the
purchase agreements and the Servicing Agreement (to the extent assigned
hereunder) by the Assignor to the Assignee and by Assignee to the Trust and
nothing contained herein shall supersede or amend the terms of the purchase
agreements and the Servicing Agreement.
(e) This Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original and all such
counterparts shall constitute one and the same instrument.
(f) In the event that any provision of this Agreement conflicts with
any provision of the purchase agreements or the Servicing Agreement with respect
to the Mortgage Loans, the terms of this Agreement shall control.
(g) Capitalized terms used in this Agreement (including the exhibits
hereto) but not defined in this Agreement shall have the meanings given to such
terms in the purchase agreements or the Servicing Agreement, as applicable.
[SIGNATURE PAGE FOLLOWS]
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
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Title: Vice President
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XXXXXXX SACHS MORTGAGE COMPANY
By: XXXXXXX XXXXX REAL ESTATE FUNDING
CORP., its General Partner
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: Vice President
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WACHOVIA MORTGAGE CORPORATION, as
Servicer
By: /s/ Xxxxxx X. Leesor
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Name: Xxxxxx X. Leesor
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Title: Vice President
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EXHIBIT A
Mortgage Loan Schedule
[On File with the Securities Administrator as provided by the Depositor]
2-1