Exhibit 99.18
EXECUTION COPY
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GSAA HOME EQUITY TRUST 2006-16
ASSET-BACKED CERTIFICATES
SERIES 2006-16
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
among
▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE COMPANY,
as Assignor
GS MORTGAGE SECURITIES CORP.,
as Assignee
FIRST TENNESSEE MORTGAGE SERVICES, INC.,
as Servicer
and
FIRST HORIZON LOAN CORPORATION
as Seller
Dated as of
September 28, 2006
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment Agreement") made this 28th day of September, 2006, among First
Horizon Loan Corporation ("First Horizon" or the "Seller"), First Tennessee
Mortgage Services, Inc. ("First Horizon" or the "Servicer" and, together with
the Seller, the "First Horizon Parties"), GS Mortgage Securities Corp., as
assignee (the "Assignee") and ▇▇▇▇▇▇▇ Sachs Mortgage Company, as assignor (the
"Assignor").
WHEREAS, the Assignor and the First Horizon Parties have
entered into the Mortgage Loan Sale and Servicing Agreement, dated as of July
1, 2006, among the Servicer, First Tennessee Mortgage Services, Inc. and the
Assignor (the "Servicing Agreement"), pursuant to which the First Horizon
Parties sold to the Assignor certain mortgage loans listed on the mortgage
loan schedule attached as an exhibit to the Servicing Agreement;
WHEREAS, the Assignee has agreed on certain terms and
conditions to purchase from the Assignor certain of the mortgage loans (the
"Mortgage Loans"), which are subject to the provisions of the Servicing
Agreement and are listed on the mortgage loan schedule attached as Exhibit 1
hereto (the "Mortgage Loan Schedule"); and
WHEREAS, pursuant to a Master Servicing and Trust Agreement,
dated as of September 1, 2006 (the "Trust Agreement"), among GS Mortgage
Securities Corp., as depositor, Deutsche Bank National Trust Company, as
trustee (the "Trustee") and as a custodian, U.S. Bank National Association, as
a custodian, JPMorgan Chase Bank, National Association, as a custodian and
▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity,
the "Master Servicer"), securities administrator and as a custodian, the
Assignee will transfer the Mortgage Loans to the Trustee, together with the
Assignee's rights under the Servicing Agreement, to the extent relating to the
Mortgage Loans (other than the rights of the Assignor (and if applicable its
affiliates, officers, directors and agents) to indemnification thereunder).
NOW THEREFORE, in consideration of the mutual promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Assignment and Assumption.
(a) The Assignor hereby assigns to the Assignee, as of the
date hereof, all of its right, title and interest in and to the Mortgage Loans
and the Servicing Agreement, to the extent relating to the Mortgage Loans
(other than the rights of the Assignor (and if applicable its affiliates,
officers, directors and agents) to indemnification thereunder), and the
Assignee hereby assumes all of the Assignor's obligations under the Servicing
Agreement, to the extent relating to the Mortgage Loans, from and after the
date hereof, and the First Horizon Parties hereby acknowledge such assignment
and assumption and hereby agree to the release of the Assignor from any
obligations under the Servicing Agreement from and after the date hereof, to
the extent relating to the Mortgage Loans.
First Horizon Step 1 AAR
(b) The Assignor represents and warrants to the Assignee
that the Assignor has not taken any action which would serve to impair or
encumber the Assignor's ownership interest in the Mortgage Loans since the
date of the Servicing Agreement.
(c) The First Horizon Parties and the Assignor shall have
the right to amend, modify or terminate the Servicing Agreement without the
joinder of the Assignee with respect to mortgage loans not conveyed to the
Assignee hereunder; provided, however, that such amendment, modification or
termination shall not affect ust or be binding on the Assignee.
2. Modification of the Servicing Agreement. Only in so far
as it relates to the Mortgage Loans, the First Horizon Parties and the Assignor
hereby amend the Servicing Agreement as follows:
(a) the definition of "Business Day" in Section 1 shall be
amended by deleting the definition in its entirety and replacing it with the
following:
"Business Day: Any day other than a Saturday or Sunday, or a
day on which banking and savings and loan institutions in (i) in the States of
California, Maryland, Minnesota or New York, (ii) the state in which the
Servicer is located or (iii) the state in which the Custodial Account is
maintained, are authorized or obligated by law or executive order to be
closed."
(b) a new definition of "Eligible Account" shall be added to
Section 1 immediately following the definition of "Due Period" which shall
read as follows:
"Eligible Account: An account or accounts maintained with a
Qualified Depository."
(c) a new definition of "Qualified Depository" shall be
added to Section 1 immediately following the definition of "Qualified
Correspondent" which shall read as follows:
"Qualified Depository: (i) A depository, the long-term
unsecured debt obligations of which are rated by a nationally recognized
statistical rating agency in one of its two highest rating categories at the
time of any deposit therein, or (ii) a depository, the deposits of which are
fully insured to the maximum extent permitted by the FDIC or (iii) the
corporate trust department of a national bank; provided that in case of (ii)
and (iii) above, they maintain a rating by a nationally recognized statistical
rating agency in the highest rating categories for short term debt
obligations.
(d) a new section, Section 8, will be added immediately
following Subsection 7.04 which shall read as follows:
"SECTION 8. Third Party Beneficiary.
▇▇▇▇▇ 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., Deutsche
Bank National Trust Company, U.S. Bank National Association, JPMorgan Chase
Bank, National Association and ▇▇▇▇▇ 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."
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(e) the last sentence of the first paragraph of Subsection
11.08 shall be deleted in its entirety and replaced with the following:
"With respect to each Mortgage Loan, on or before January
31st of each year during the term of this Agreement, beginning January 31,
2007, the Servicer shall ensure that all taxes due during the prior calendar
year have been paid on the related Mortgaged Property provided that such
support has been received by the Servicer at least thirty (30) calendar days
prior to these dates."
(f) Section 11.12 shall be amended by adding the following
paragraph immediately following the third paragraph of such Section:
"Notwithstanding the above, 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 three years after title has been taken to
such REO Property, not later than the end of the third taxable year after the
year of its acquisition unless (i) (A) 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. If a period longer than three years is
permitted under the foregoing sentence and is necessary to sell any REO
Property, (i) the Servicer shall report monthly to the Owner as to the
progress being made in selling such REO Property and (ii) if, with the written
consent of the Owner, a purchase money mortgage is taken in connection with
such sale, such purchase money mortgage shall name the Servicer as mortgagee,
and such purchase money mortgage shall not be held pursuant to this Agreement,
but instead a separate participation agreement among the Servicer and Owner
shall be entered into with respect to such purchase money mortgage."
(g) Section 14.03 shall be amended by adding the following
paragraph immediately following the third full paragraph in such Section:
"The Servicer shall deliver to the successor (i) the funds
in the Custodial Account and the Escrow Account to which the Owner is entitled
pursuant to the terms of this Agreement, (ii) all other funds to which the
Owner is entitled pursuant to the terms of this Agreement net of any
unreimbursed Advances and (iii) all other amounts which may thereafter be
received with respect to the Mortgage Loans and to which the Servicer is not
entitled pursuant to the terms of this Agreement within two (2) Business Days
of receiving notice of the appointment of such successor servicer. The
Servicer shall deliver all collateral files and servicing files and related
documents and statements held by it hereunder within thirty (30) calendar days
of receiving notice of the appointment of a successor servicer. The Servicer
shall account for all funds and shall execute and deliver such instruments and
do such other things as may reasonably be required to more fully and
definitively vest in the successor all such rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer."
(h) a new section, Section 35, will be added immediately
following Subsection 34.07 which shall read as follows:
"SECTION 11. Third Party Beneficiary.
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▇▇▇▇▇ 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., Deutsche
Bank National Trust Company, U.S. Bank National Association, JPMorgan Chase
Bank, National Association and ▇▇▇▇▇ 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."
(i) Exhibit 17 shall be deleted in its entirety and be
replaced with a new "Exhibit 17" which shall be as set forth in Exhibit 3
attached hereto.
3. Accuracy of the Servicing Agreement. The First Horizon
Parties and the Assignor represent and warrant to the Assignee that (i)
attached hereto as Exhibit 2 is a true, accurate and complete copy of the
Servicing Agreement, (ii) the Servicing Agreement is in full force and effect
as of the date hereof, (iii) except as provided in Section 2 above, the
Servicing Agreement has not been amended or modified in any respect and (iv)
no notice of termination has been given to any First Horizon Party under the
Servicing Agreement. Each First Horizon Party, in its capacity as seller
and/or servicer under the Servicing Agreement, further represents and warrants
that the representations and warranties contained in Sections 7.01 and 7.02 of
the Servicing Agreement are true and correct as of the Closing Date (as such
term is defined in the Servicing Agreement).
4. Recognition of Assignee. From and after the date hereof,
the First Horizon Parties shall note the transfer of the Mortgage Loans to the
Assignee in its books and records, shall recognize the Assignee as the owner
of the Mortgage Loans and, notwithstanding anything herein to the contrary,
shall service all of the Mortgage Loans for the benefit of the Assignee
pursuant to the Servicing Agreement the terms of which are incorporated herein
by reference. It is the intention of the Assignor, the Servicer and the
Assignee that the Servicing Agreement shall be binding upon and inure to the
benefit of the First Horizon Parties and the Assignee and their successors and
assigns.
5. Representations and Warranties of the Assignee. The
Assignee hereby represents and warrants to the Assignor as follows:
(a) Decision to Purchase. The Assignee represents and
warrants that it is a sophisticated investor able to evaluate the risks and
merits of the transactions contemplated hereby, and that it has not relied in
connection therewith upon any statements or representations of the Assignor or
the First Horizon Parties other than those contained in the Servicing
Agreement or this Assignment Agreement.
(b) Authority. The Assignee hereto represents and warrants
that it is duly and legally authorized to enter into this Assignment Agreement
and to perform its obligations hereunder and under the Servicing Agreement.
(c) Enforceability. The Assignee hereto represents and
warrants that this Assignment Agreement has been duly authorized, executed and
delivered by it and (assuming due authorization, execution and delivery
thereof by each of the other parties hereto) constitutes its legal, valid and
binding obligation, enforceable in accordance with its terms, except as such
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enforcement may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
6. Representations and Warranties of the Assignor. The
Assignor hereby represents and warrants to the Assignee as follows:
(a) Organization. The Assignor has been duly organized and
is validly existing as a limited partnership in good standing under the laws
of the State of New York with full power and authority (corporate and other)
to enter into and perform its obligations under the Servicing Agreement and
this Assignment Agreement.
(b) Enforceability. This Assignment Agreement has been duly
executed and delivered by the Assignor, and, assuming due authorization,
execution and delivery by each of the other parties hereto, constitutes a
legal, valid, and binding agreement of the Assignor, enforceable against it in
accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium, or other similar laws affecting creditors' rights generally and to
general principles of equity regardless of whether enforcement is sought in a
proceeding in equity or at law.
(c) No Consent. The execution, delivery and performance by
the Assignor of this Assignment Agreement and the consummation of the
transactions contemplated hereby do not require the consent or approval of,
the giving of notice to, the registration with, or the taking of any other
action in respect of, any state, federal or other governmental authority or
agency, except such as has been obtained, given, effected or taken prior to
the date hereof.
(d) Authorization; No Breach. The execution and delivery of
this Assignment Agreement have been duly authorized by all necessary corporate
action on the part of the Assignor; neither the execution and delivery by the
Assignor of this Assignment Agreement, nor the consummation by the Assignor of
the transactions herein contemplated, nor compliance by the Assignor with the
provisions hereof, will conflict with or result in a breach of, or constitute
a default under, any of the provisions of the governing documents of the
Assignor or any law, governmental rule or regulation or any material judgment,
decree or order binding on the Assignor or any of its properties, or any of
the provisions of any material indenture, mortgage, deed of trust, contract or
other instrument to which the Assignor is a party or by which it is bound.
(e) Actions; Proceedings. There are no actions, suits or
proceedings pending or, to the knowledge of the Assignor, threatened, before
or by any court, administrative agency, arbitrator or governmental body (A)
with respect to any of the transactions contemplated by this Assignment
Agreement or (B) with respect to any other matter that in the judgment of the
Assignor will be determined adversely to the Assignor and will, if determined
adversely to the Assignor, materially adversely affect its ability to perform
its obligations under this Assignment Agreement.
7. Additional Representations and Warranties of the Assignor
With Respect to the Mortgage Loans. The Assignor hereby represents and
warrants to the Assignee as follows:
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(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) 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.
(d) High Cost. 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.
(e) 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.
(f) 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.
(g) Bring Down. To the Assignor's knowledge, with respect to
each Mortgage Loan, no event has occurred from and after the closing date set
forth in such Servicing Agreement to the date hereof that would cause any of
the representations and warranties relating to such Mortgage Loan set forth in
Section 7.01 of the Servicing Agreement to be untrue in any material respect
as of the date hereof as if made on the date hereof. With respect to those
representations and warranties which are made to the best of the Assignor's
knowledge, if it is discovered by the Assignor that the substance of such
representation and warranty is inaccurate, notwithstanding the Assignor's lack
of knowledge with respect to the substance of such representation and
warranty, such inaccuracy shall be deemed a breach of the applicable
representation and warranty.
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It is understood and agreed that the representations and
warranties set forth in Sections 6 and 7 shall survive delivery of the
respective mortgage loan documents to the Assignee or its designee and shall
inure to the benefit of the Assignee and its assigns notwithstanding any
restrictive or qualified endorsement or assignment. Upon the discovery by the
Assignor or the Assignee and its assigns of a breach of the foregoing
representations and warranties, the party discovering such breach shall give
prompt written notice to the other parties to this Assignment Agreement, and
in no event later than two (2) Business Days from the date of such discovery.
It is understood and agreed that the obligations of the Assignor set forth in
Section 9 to repurchase or, in limited circumstances, substitute a Mortgage
Loan constitute the sole remedies available to the Assignee and its assigns on
their behalf respecting a breach of the representations and warranties
contained in Sections 6 and 7. It is further understood and agreed that,
except as specifically set forth in Sections 6 and 7, the Assignor shall be
deemed not to have made the representations and warranties in Section 7(g)
with respect to, and to the extent of, representations and warranties made, as
to the matters covered in Section 7(g), by the First Horizon Parties in the
Servicing Agreement (or any officer's certificate delivered pursuant thereto).
It is understood and agreed that, with respect to the
Mortgage Loans, the Assignor has made no representations or warranties to the
Assignee other than those contained in Sections 6 and 7, and no other
affiliate of the Assignor has made any representations or warranties of any
kind to the Assignee.
8. Representations and Warranties of the Servicer. The
Servicer hereby represents and warrants to the Assignee that, to the extent
the Mortgage Loans will be part of a REMIC, the Servicer 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) 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).
9. Repurchase of Mortgage Loans. (a) To the extent that any
First Horizon Party is required under the Servicing Agreement or any related
agreement to which such First Horizon Party and the Assignor are parties to
repurchase any Mortgage Loan on account of an Early Payment Default, the
Assignee shall be entitled as a result of the assignments hereunder to enforce
such obligation directly against such First Horizon Party as required by and
in accordance with the Servicing Agreement or such related agreement, as
applicable. For purposes of this Section, "Early Payment Default" shall mean
any provision of the Servicing Agreement or any related agreement to which any
First Horizon Party and Assignor are parties that is designated as an "early
payment default" provision of otherwise provides for the repurchase of any
Mortgage Loan in the event of a default in the first (or such other number as
may be specified in such provision) scheduled payment due under such Mortgage
Loan after the closing or other date specified in such agreement.
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(b) Upon discovery or notice of any breach by the Assignor
of any representation, warranty or covenant under this Assignment Agreement
that materially and adversely affects the value of any Mortgage Loan or the
interest of the Assignee therein (it being understood that any such defect or
breach shall be deemed to have materially and adversely affected the value of
the related Mortgage Loan or the interest of the Assignee therein if the
Assignee incurs a loss as a result of such defect or breach), the Assignee
promptly shall request that the Assignor cure such breach and, if the Assignor
does not cure such breach in all material respects within sixty (60) days from
the date on which it is notified of the breach, the Assignee may enforce the
Assignor's obligation hereunder to purchase such Mortgage Loan from the
Assignee at the Repurchase Price as defined in the Servicing Agreement or, in
limited circumstances (as set forth below), substitute such mortgage loan for
a Substitute Mortgage Loan (as defined below).
The Assignor shall have the option, but is not obligated, to
substitute a Substitute Mortgage Loan for a Mortgage Loan, rather than
repurchase the Mortgage Loan as provided above, by removing such Mortgage Loan
and substituting in its place a Substitute Mortgage Loan or Loans and
providing the Substitution Adjustment Amount, if any, provided that any such
substitution shall be effected not later than ninety (90) days from the date
on which it is notified of the breach.
In the event the Servicer has breached a representation or
warranty under the Servicing Agreement that is substantially identical to, or
covers the same matters as, a representation or warranty breached by the
Assignor hereunder, the Assignee shall first proceed against the Servicer to
cure such breach or purchase such mortgage loan from the Trust. If the
Servicer does not within ninety (90) days after notification of the breach,
take steps to cure such breach (which may include certifying to progress made
and requesting an extension of the time to cure such breach, as permitted
under the Servicing Agreement) or purchase the Mortgage Loan, the Trustee
shall be entitled to enforce the obligations of the Assignor hereunder to cure
such breach or to purchase or substitute for the Mortgage Loan from the Trust.
In addition, the Assignor shall have the option, but is not
obligated, to substitute a Substitute Mortgage Loan for a Mortgage Loan with
respect to which the Servicer has breached a representation and warranty and
is obligated to repurchase such Mortgage Loan under the Servicing Agreement,
by removing such Mortgage Loan and substituting in its place a Substitute
Mortgage Loan or Loans, provided that any such substitution shall be effected
not later than ninety (90) days from the date on which it is notified of the
breach.
In the event of any repurchase or substitution of any
Mortgage Loan by the Assignor hereunder, the Assignor shall succeed to the
rights of the Assignee to enforce the obligations of the Servicer to cure any
breach or repurchase such Mortgage Loan under the terms of the Servicing
Agreement with respect to such Mortgage Loan. In the event of a repurchase or
substitution of any Mortgage Loan by the Assignor, the Assignee shall promptly
deliver to the Assignor or its designee the related Mortgage File and shall
assign to the Assignor all of the Assignee's rights under the Servicing
Agreement, but only insofar as such agreement relates to such Mortgage Loan.
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Except as specifically set forth herein, the Assignee shall
have no responsibility to enforce any provision of this Assignment Agreement,
to oversee compliance hereof or to take notice of any breach or default
thereof.
For purposes of this Section, "Deleted Mortgage Loan" and
"Substitute Mortgage Loan" shall be defined as set forth below.
"Deleted Mortgage Loan" A Mortgage Loan which is to be,
pursuant to this Section 9, replaced or to be replaced by the Assignor with a
Substitute Mortgage Loan.
"Substitute Mortgage Loan" A Mortgage Loan substituted by
the Assignor for a Deleted Mortgage Loan which must, on the date of such
substitution, (i) have an outstanding principal balance, after deduction of
all scheduled payments due in the month of substitution (or in the case of a
substitution of more than one Mortgage Loan for a Deleted Mortgage Loan, an
aggregate principal balance), not in excess of the Stated Principal Balance of
the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than
and not more than 2% per annum higher than that of the Deleted Mortgage Loan;
(iii) have a remaining term to maturity not greater than and not more than one
year less than that of the Deleted Mortgage Loan; (iv) be of the same type as
the Deleted Mortgage Loan (i.e., fixed-rate or adjustable-rate with same
periodic rate cap, lifetime rate cap, and index); and (v) comply with each
representation and warranty set forth in Section 7.01 of the Servicing
Agreement.
"Substitution Adjustment Amount" means with respect to any
Mortgage Loan, the amount remitted by GSMC on the applicable Distribution Date
which is the difference between the outstanding principal balance of a
Substitute Mortgage Loan as of the date of substitution and the outstanding
principal balance of the Deleted Mortgage Loan as of the date of substitution.
10. Continuing Effect. Except as contemplated hereby, the
Servicing Agreement shall remain in full force and effect in accordance with
its terms.
11. Governing Law.
THIS ASSIGNMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS
THEREOF).
EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS ASSIGNMENT AGREEMENT, OR ANY OTHER DOCUMENTS AND INSTRUMENTS
EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF SUCH PARTY. THIS PROVISION
IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS ASSIGNMENT
AGREEMENT.
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12. Notices. Any notices or other communications permitted
or required hereunder or under the Servicing Agreement shall be in writing and
shall be deemed conclusively to have been given if personally delivered at or
mailed by registered mail, postage prepaid, and return receipt requested or
transmitted by telex, telegraph or telecopier and confirmed by a similar
mailed writing, to:
(a) if to the Servicer:
First Horizon Home Loan Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as may hereafter be furnished by the Servicer;
(b) if to the Seller:
First Horizon Home Loan Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as may hereafter be furnished by the Seller;
(c) in the case of the Assignee,
GS Mortgage Securities Corp.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
GS Mortgage Securities Corp.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as may hereafter be furnished by the Assignee, and
(d) in the case of the Assignor,
▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company
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▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as may hereafter be furnished by the Assignor.
13. Counterparts. This Assignment Agreement may be executed
in counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the
same instrument.
14. Definitions. Any capitalized term used but not defined
in this Assignment Agreement has the meaning assigned thereto in the Servicing
Agreement.
15. Third Party Beneficiary. The parties agree that the
Trustee is intended to be, and shall have the rights of, a third party
beneficiary of this Assignment Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this
Assignment Agreement the day and year first above written.
▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE
COMPANY
By: ▇▇▇▇▇▇▇ Sachs Real Estate Funding
Corp., its General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
GS MORTGAGE SECURITIES CORP.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
FIRST HORIZON LOAN CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
FIRST TENNESSEE MORTGAGE SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Assistant Secretary
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EXHIBIT 1
Mortgage Loan Schedule
[On File with the Securities Administrator as provided by the Depositor]
I-1
EXHIBIT 2
Servicing Agreement
[On File with the Depositor]
2-1
EXHIBIT 3
Exhibit 17 to the Servicing Agreement
EXHIBIT 17
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by First
Horizon Loan Corporation shall address, at a minimum, the criteria identified
as below as "Applicable Servicing Criteria":
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Applicable
Servicing Criteria Servicing Criteria
----------------------------------------------------------------------------------------------------------------------
Reference Criteria
----------------------------------------------------------------------------------------------------------------------
General Servicing Considerations
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1122(d)(1)(i) Policies and procedures are instituted to monitor any performance X
or other triggers and events of default in accordance with the
transaction agreements.
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1122(d)(1)(ii) If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
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1122(d)(1)(iii) Any requirements in the transaction agreements to
maintain a back-up servicer for the mortgage loans
are maintained.
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1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on X
the party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
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Cash Collection and Administration
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1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
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1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to X
an investor are made only by authorized personnel.
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4-2
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Applicable
Servicing Criteria Servicing Criteria
----------------------------------------------------------------------------------------------------------------------
Reference Criteria
----------------------------------------------------------------------------------------------------------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows X
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
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1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve X
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
respect to commingling of cash) as set forth in the transaction
agreements.
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1122(d)(2)(v) Each custodial account is maintained at a federally insured X
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of
Rule 13k-1(b)(1) of the Securities Exchange Act.
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1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X
access.
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1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all X
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling
items. These reconciling items are resolved within 90 calendar
days of their original identification, or such other number of
days specified in the transaction agreements.
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Investor Remittances and Reporting
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1122(d)(3)(i) Reports to investors, including those to be filed with the X
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or
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3
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Applicable
Servicing Criteria Servicing Criteria
----------------------------------------------------------------------------------------------------------------------
Reference Criteria
----------------------------------------------------------------------------------------------------------------------
the trustee's records as to the total unpaid principal balance
and number of mortgage loans serviced by the Servicer.
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1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance X
with timeframes, distribution priority and other terms set forth
in the transaction agreements.
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1122(d)(3)(iii) Disbursements made to an investor are posted within two business X
days to the Servicer's investor records, or such other number of
days specified in the transaction agreements.
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1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with X
cancelled checks, or other form of payment, or custodial bank
statements.
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Pool Asset Administration
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1122(d)(4)(i) Collateral or security on mortgage loans is X
maintained as required by the transaction
agreements or related mortgage loan documents.
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1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as required by X
the transaction agreements
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1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are X
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
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1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in X
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two
business days after receipt, or such other number of days
specified in the transaction agreements, and allocated to
principal, interest or other items (e.g., escrow) in accordance
with the related mortgage loan documents.
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1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the X
Servicer's records with respect to an obligor's unpaid principal
balance.
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1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's X
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
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4
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Applicable
Servicing Criteria Servicing Criteria
----------------------------------------------------------------------------------------------------------------------
Reference Criteria
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
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1122(d)(4)(viii) Records documenting collection efforts are maintained during the X
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
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1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage X
loans with variable rates are computed based on the related
mortgage loan documents.
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1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow X
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such
other number of days specified in the transaction agreements.
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1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance X
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
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1122(d)(4)(xii) Any late payment penalties in connection with any payment to be X
made on behalf of an obligor are paid from the servicer's funds
and not charged to the obligor, unless the late payment was due to
the obligor's error or omission.
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5
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Applicable
Servicing Criteria Servicing Criteria
----------------------------------------------------------------------------------------------------------------------
Reference Criteria
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two X
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction
agreements.
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1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are X
recognized and recorded in accordance with the transaction
agreements.
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1122(d)(4)(xv) Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is
maintained as set forth in the transaction agreements.
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[NAME OF INTERIM SERVICER] [SUBSERVICER]
Date:____________________________________________________
By:
Name:
Title
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