EX-99.13 14 efc6-2480_5946800ex9913.txt Exhibit 99.13 Execution Copy ============================================================================== GSAA HOME EQUITY TRUST 2006-16 ASSET-BACKED CERTIFICATES SERIES 2006-16 ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GS MORTGAGE SECURITIES CORP., as Assignor DEUTSCHE BANK NATIONAL TRUST COMPANY, AS TRUSTEE FOR GSAA HOME EQUITY TRUST 2006-16 as Assignee BISHOP'S GATE RESIDENTIAL MORTGAGE TRUST, as Bishop's Gate and PHH MORTGAGE CORPORATION as Servicer and as acknowledged by WELLS FARGO BANK, NATIONAL ASSOCIATION as Master Servicer Dated as of September 28, 2006 ============================================================================== ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made this 28th day of September, 2006 (this "Assignment Agreement"), among PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation), a New Jersey corporation (the "Servicer"), Bishop's Gate Residential Mortgage Trust, a Delaware statutory trust (formerly known as Cendant Residential Mortgage Trust) ("Bishop's Gate" and, together with the Servicer, the "PHH Parties"), Deutsche Bank National Trust Company, not in its individual capacity, but solely as trustee (the "Trustee") on behalf of GSAA Home Equity Trust 2006-16 (the "Assignee"), and GS Mortgage Securities Corp., a Delaware corporation (the "Assignor" or "Depositor"), and as acknowledged by Wells Fargo Bank, National Association ("Wells Fargo"), as master servicer (in such capacity, the "Master Servicer"). WHEREAS, Goldman Sachs Mortgage Company ("GSMC") and the PHH Parties have entered into the Amended and Restated Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of December 1, 2005 (the "Sale and Servicing Agreement"), pursuant to which the PHH Parties sold to GSMC certain mortgage loans listed on the mortgage loan schedule attached as an exhibit to the GSMC Assignment Agreement (as defined below); WHEREAS, GSMC has assigned and conveyed certain mortgage loans (the "Mortgage Loans"), which Mortgage Loans are subject to the provisions of the Sale and Servicing Agreement, to the Assignor pursuant to an Assignment, Assumption and Recognition Agreement, dated as of September 28, 2006 (the "GSMC Assignment Agreement"); WHEREAS, the Assignee has agreed on certain terms and conditions to purchase from the Assignor the Mortgage Loans acquired by the Assignor pursuant to the GSMC Assignment Agreement, which Mortgage Loans 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 the Depositor, the Trustee, Deutsche Bank National Trust Company, as a custodian, U.S. Bank National Association, as a custodian, JPMorgan Chase Bank, National Association, as a custodian and Wells Fargo Bank, National Association, as Master Servicer, securities administrator and as a custodian, the Assignor will transfer the Mortgage Loans to the Assignee, together with the Assignor's rights under the Sale and Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor 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 GSMC Assignment Agreement (including without limitation the rights of GSMC under the Sale and Servicing Agreement, to the extent assigned to the Assignor under the GSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Sale and Servicing Agreement, to the extent relating to the Mortgage Loans from and after September 28, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale and Servicing Agreement from and after September 28, 2006, to the extent relating to the Mortgage Loans. (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 Sale and Servicing Agreement. (c) The PHH Parties and the Assignor shall have the right to amend, modify or terminate the Sale and 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 or be binding on the Assignee. 2. Accuracy of Sale and Servicing Agreement. The PHH 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 Sale and Servicing Agreement, (ii) the Sale and Servicing Agreement is in full force and effect as of the date hereof, (iii) except as provided in Section 1 above, the Sale and Servicing Agreement has not been amended or modified in any respect and (iv) no notice of termination has been given to the Servicer under the Sale and Servicing Agreement. The PHH Parties, in their respective capacities as seller and/or servicer under the Sale and Servicing Agreement, further represent and warrant that the representations and warranties contained in Sections 3.01 and 3.02 of the Sale and Servicing Agreement are true and correct as of the September 28, 2006 and the representations and warranties regarding the Mortgage Loans contained in Section 3.03 of the Sale and Servicing Agreement were true and correct as of the Closing Date (as such term is defined in the Sale and Servicing Agreement). 3. Recognition of Assignee. (a) From and after the date hereof, the Servicer 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 Sale and Servicing Agreement the terms of which are incorporated herein by reference. It is the intention of the Assignor, the PHH Parties and Assignee that the Sale and Servicing Agreement shall be binding upon and inure to the benefit of the PHH Parties and the Assignee and their successors and assigns. (b) The Servicer further acknowledges that, from and after the date hereof, it (and any of its successors under the Sale and Servicing Agreement) will be subject to the supervision of the Master Servicer and that the Master Servicer, acting on behalf of the Assignee as the owner of the Mortgage Loans, shall have the same rights as were assigned by GSMC, in its capacity as the original "Purchaser" under the Sale and Servicing Agreement, to the Assignor under the GSMC Assignment Agreement, and further assigned hereunder by the Assignor to the Assignee. Such rights that Master Servicer may enforce on behalf of the Assignee will include, without limitation, the right to terminate the Servicer under the Sale and Servicing Agreement 3 upon the occurrence of an event of default thereunder, the right to receive all remittances required to be made by the Servicer under the Sale and Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Servicer under the Sale and Servicing Agreement and the right to exercise certain rights of consent and approval relating to actions taken by the Servicer. (c) All reports and other data required to be delivered by the Servicer to the "Purchaser" under the Sale and Servicing Agreement shall be delivered to the Master Servicer at the address set forth in Section 10 hereof. All remittances required to be made to the Trustee, as the successor in interest to the Assignor under the Sale and Servicing Agreement, shall be made instead to the Master Servicer by wire transfer to the following account: Wells Fargo Bank, National Association ABA #: 121000248 For credit to: SAS Clearing Acct #: 3970771416 FFC to: GSAA 2006-16 Acct # 50949100 (d) Notwithstanding anything to the contrary in the Servicing Agreement, with respect to the Mortgage Loans, not later than the tenth (10th) calendar day of each month (or if such tenth (10th) calendar day is not a Business Day, the immediately succeeding Business Day), the Servicer shall furnish to the Master Servicer (i) (a) monthly loan data in the format set forth in Exhibit 3 hereto (or such other format and content mutually agreed-upon between the Servicer and the Master Servicer), (b) default loan data in the format set forth in Exhibit 4 hereto (or such other format and content mutually agreed-upon between the Servicer and the Master Servicer) and (c) information regarding realized losses and gains in the format set forth in Exhibit 5 hereto (or such other format and content mutually agreed-upon between the Servicer and the Master Servicer), in each case relating to the period ending on the last day of the preceding calendar month, (ii) all such information required pursuant to clause (i)(a) above on a magnetic tape, electronic mail, or other similar media reasonably acceptable to the Master Servicer and (iii) all supporting documentation with respect to the information required under the preceding paragraph 4. 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 PHH Parties other than those contained in the Sale and 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 Sale and 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 4 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 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). 5. 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 corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Sale and 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. 5 It is understood and agreed that the representations and warranties set forth in this Section 5 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 6 to repurchase 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 this Section 5. It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee. Repurchase of Mortgage Loans. (a) To the extent any PHH Party is required under the Sale and Servicing Agreement or any related agreement to which such PHH 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 PHH Party as required by and in accordance with the Sale and Servicing Agreement or such related agreement, as applicable. For purposes of this Section, "Early Payment Default" shall mean any provision of the Sale and Servicing Agreement or any related agreement to which any PHH Party and the 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 (of 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. (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 Sale and Servicing Agreement. Notwithstanding the foregoing, however, if such breach is a Qualification Defect as defined in the Sale and Servicing Agreement, such cure or repurchase must take place within sixty (60) days of discovery of such Qualification Defect. In the event a PHH Party has breached a representation or warranty under the Sale and 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 such PHH Party. If the PHH Party 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 6 requesting an extension of the time to cure such breach, as permitted under the Sale and Servicing Agreement) or purchase the Mortgage Loan, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of such PHH Party to cure such breach or repurchase such Mortgage Loan under the terms of the Sale and Servicing Agreement with respect to such Mortgage Loan. In the event of a repurchase of any Mortgage Loan by the Assignor or PHH, the Assignee shall promptly deliver to the Assignor or PHH, as applicable, or to such party's designee, the related Mortgage File and shall assign to such party all of the Assignee's rights under the Sale and Servicing Agreement, but only insofar as the Sale and Servicing Agreement relates to such Mortgage Loan. 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. 6. Termination; Optional Clean-Up Call. In connection with the Trust Agreement, the Master Servicer hereby agrees to the following obligations described below. For purposes of this Section 7 only, any capitalized term used but not defined in this Assignment Agreement has the same meaning assigned thereto in the Trust Agreement. In the event that a Person specified in Section 11.01 of the Trust Agreement chooses to exercise its option set forth therein to purchase the Mortgage Loans and REO Properties or to conduct an Auction Call for such property of the Trust Fund, as the case may be, by no later than the 10th day of the month of the final distribution, such Person shall notify the Depositor, the Trustee and the Securities Administrator of the final Distribution Date and of the applicable purchase or sale price of the Mortgage Loans and REO Properties determined and in the manner as provided in the Trust Agreement. In the event the Mortgage Loans and REO Properties are purchased or sold pursuant to Section 11.01 of the Trust Agreement, the Master Servicer shall remit to the Securities Administrator the applicable Termination Price on the Remittance Date immediately preceding the applicable final Distribution Date. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator and the Custodians of a Request for Release therefor, the Master Servicer shall direct the Custodians to release to the Master Servicer or its designee the Custodial Files for the Mortgage Loans. 7. Continuing Effect. Except as contemplated hereby, the Sale and Servicing Agreement shall remain in full force and effect in accordance with its terms. 8. 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). 7 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. 9. Notices. Any notices or other communications permitted or required hereunder or under the Sale and 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) in the case of the PHH Parties, PHH Mortgage Corporation 3000 Leadenhall Road, Mt. Laurel, New Jersey 08054 Attention: Vice President of Servicing or such address as may hereafter be furnished by the PHH Parties; (b) in the case of the Master Servicer, Wells Fargo Bank, National Association 4 New York Plaza, 6th Floor New York, New York 10004 Attention: Annette M. Marsula Tel: (212) 623-8180 Fax: (212) 623-5930 or such address as may hereafter be furnished by the Master Servicer; (c) in the case of the Trustee or the Assignee, Deutsche Bank National Trust Company 1761 East St. Andrew Place Santa Ana, California 92705-4934 Attention: Trust Administration - GS0616 Tel.: (714) 247-6000 or such other address as may hereafter be furnished by the Trustee or Assignee; and 8 (d) in the case of the Assignor, GS Mortgage Securities Corp. 85 Broad Street New York, New York 10004 Attention: Chris Gething Tel.: (212) 902-1434 Fax: (212) 256-5107 or such other address as may hereafter be furnished by the Assignor. 10. 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. 11. Definitions. Any capitalized term used but not defined in this Assignment Agreement has the meaning assigned thereto in the Sale and Servicing Agreement. 12. Third Party Beneficiary. The parties agree that the Master Servicer is intended to be, and shall have the rights of, a third party beneficiary of this Assignment Agreement. 13. Trustee Capacity. It is expressly understood and agreed by the parties hereto that (i) this Assignment Agreement is executed and delivered by Deutsche Bank National Trust Company, not individually or personally but solely on behalf of GSAA Home Equity Trust 2006-16, as the Assignee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements by Deutsche Bank National Trust Company is made and intended for the purpose of binding only the GSAA Home Equity Trust 2006-16, (iii) nothing herein contained shall be construed as creating any liability for Deutsche Bank National Trust Company, individually or personally, to perform any covenant (either express or implied) contained herein, and all such liability, if any, is hereby expressly waived by the parties hereto, and such waiver shall bind any third party making a claim by or through one of the parties hereto, and (iv) under no circumstances shall Deutsche Bank National Trust Company be personally liable for the payment of any indebtedness or expenses of the GSAA Home Equity Trust 2006-16, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the GSAA Home Equity Trust 2006-16 under this Assignment Agreement, the Trust Agreement or any related document. 9 IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement the day and year first above written. GS MORTGAGE SECURITIES CORP. By: /s/ Michelle Gill ------------------------------ Name: Michelle Gill Title: Vice President DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Ronaldo Reyes ---------------------------- Name: Ronaldo Reyes Title: Assistant Vice President PHH MORTGAGE CORPORATION (formerly known as CENDANT MORTGAGE CORPORATION) By: /s/ Crissy Judge --------------------------- Name: Crissy Judge Title: Assistant Vice President BISHOP'S GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST) By: PHH Mortgage Corporation, as Administrator By: /s/ Crissy Judge -------------------------- Name: Crissy Judge Title: Assistant Vice President PHH Step 2 AAR Acknowledged and Agreed: WELLS FARGO BANK, NATIONAL ASSOCIATION as Master Servicer By: /s/ Patricia M. Russo ---------------------------- Name: Patricia M. Russo Title: Vice President PHH Step 2 AAR EXHIBIT 1 Mortgage Loan Schedule ---------------------- [On File with the Securities Administrator as provided by the Depositor] 1-1 EXHIBIT 2 Sale and Servicing Agreement ---------------------------- [On File with the Depositor] 2-1 EXHIBIT 3 Standard File Layout - Master Servicing

EXHIBIT 4 Standard File Layout - Delinquency Reporting

Standard File Codes - Delinquency Reporting The Loss Mit Type field should show the approved Loss Mitigation Code as follows: o ASUM- Approved Assumption o BAP- Borrower Assistance Program o CO- Charge Off o DIL- Deed-in-Lieu o FFA- Formal Forbearance Agreement o MOD- Loan Modification o PRE- Pre-Sale o SS- Short Sale o MISC- Anything else approved by the PMI or Pool Insurer NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of each of the Loss Mitigation Types prior to sending the file. The Occupant Code field should show the current status of the property code as follows: o Mortgagor o Tenant o Unknown o Vacant The Property Condition field should show the last reported condition of the property as follows: o Damaged o Excellent o Fair o Gone o Good o Poor o Special Hazard o Unknown Standard File Codes - Delinquency Reporting, Continued The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows: ------------------------ ---------------------------------------------- Delinquency Code Delinquency Description ------------------------ ---------------------------------------------- 001 FNMA-Death of principal mortgagor ------------------------ ---------------------------------------------- 002 FNMA-Illness of principal mortgagor ------------------------ ---------------------------------------------- 003 FNMA-Illness of mortgagor's family member ------------------------ ---------------------------------------------- 004 FNMA-Death of mortgagor's family member ------------------------ ---------------------------------------------- 005 FNMA-Marital difficulties ------------------------ ---------------------------------------------- 006 FNMA-Curtailment of income ------------------------ ---------------------------------------------- 007 FNMA-Excessive Obligation ------------------------ ---------------------------------------------- 008 FNMA-Abandonment of property ------------------------ ---------------------------------------------- 009 FNMA-Distant employee transfer ------------------------ ---------------------------------------------- 011 FNMA-Property problem ------------------------ ---------------------------------------------- 012 FNMA-Inability to sell property ------------------------ ---------------------------------------------- 013 FNMA-Inability to rent property ------------------------ ---------------------------------------------- 014 FNMA-Military Service ------------------------ ---------------------------------------------- 015 FNMA-Other ------------------------ ---------------------------------------------- 016 FNMA-Unemployment ------------------------ ---------------------------------------------- 017 FNMA-Business failure ------------------------ ---------------------------------------------- 019 FNMA-Casualty loss ------------------------ ---------------------------------------------- 022 FNMA-Energy environment costs ------------------------ ---------------------------------------------- 023 FNMA-Servicing problems ------------------------ ---------------------------------------------- 026 FNMA-Payment adjustment ------------------------ ---------------------------------------------- 027 FNMA-Payment dispute ------------------------ ---------------------------------------------- 029 FNMA-Transfer of ownership pending ------------------------ ---------------------------------------------- 030 FNMA-Fraud ------------------------ ---------------------------------------------- 031 FNMA-Unable to contact borrower ------------------------ ---------------------------------------------- INC FNMA-Incarceration ------------------------ ---------------------------------------------- Standard File Codes - Delinquency Reporting, Continued The FNMA Delinquent Status Code field should show the Status of Default as follows: ------------------------ ----------------------------------------------- Status Code Status Description ------------------------ ----------------------------------------------- 09 Forbearance ------------------------ ----------------------------------------------- 17 Pre-foreclosure Sale Closing Plan Accepted ------------------------ ----------------------------------------------- 24 Government Seizure ------------------------ ----------------------------------------------- 26 Refinance ------------------------ ----------------------------------------------- 27 Assumption ------------------------ ----------------------------------------------- 28 Modification ------------------------ ----------------------------------------------- 29 Charge-Off ------------------------ ----------------------------------------------- 30 Third Party Sale ------------------------ ----------------------------------------------- 31 Probate ------------------------ ----------------------------------------------- 32 Military Indulgence ------------------------ ----------------------------------------------- 43 Foreclosure Started ------------------------ ----------------------------------------------- 44 Deed-in-Lieu Started ------------------------ ----------------------------------------------- 49 Assignment Completed ------------------------ ----------------------------------------------- 61 Second Lien Considerations ------------------------ ----------------------------------------------- 62 Veteran's Affairs-No Bid ------------------------ ----------------------------------------------- 63 Veteran's Affairs-Refund ------------------------ ----------------------------------------------- 64 Veteran's Affairs-Buydown ------------------------ ----------------------------------------------- 65 Chapter 7 Bankruptcy ------------------------ ----------------------------------------------- 66 Chapter 11 Bankruptcy ------------------------ ----------------------------------------------- 67 Chapter 13 Bankruptcy ------------------------ ----------------------------------------------- EXHIBIT 5 Calculation of Realized Loss/Gain Form 332- Instruction Sheet NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages are due on the remittance report date. Late submissions may result in claims not being passed until the following month. The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items. The numbers on the 332 form correspond with the numbers listed below. Liquidation and Acquisition Expenses: 1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required. 2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent payments had been made as agreed. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required. 3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required. 4-12. Complete as applicable. Required documentation: * For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to recover advances. * For escrow advances - complete payment history (to calculate advances from last positive escrow balance forward) * Other expenses - copies of corporate advance history showing all payments * REO repairs > $1500 require explanation * REO repairs >$3000 require evidence of at least 2 bids. * Short Sale or Charge Off require P&L supporting the decision and WFB's approved Servicing Officer certification * Unusual or extraordinary items may require further documentation. 13. The total of lines 1 through 12. Credits: 14-21. Complete as applicable. Required documentation: * Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney Letter of Proceeds Breakdown. * Copy of EOB for any MI or gov't guarantee * All other credits need to be clearly defined on the 332 form 22. The total of lines 14 through 21. Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental proceeds. Total Realized Loss (or Amount of Any Gain) 23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in parenthesis ( ). -------------------------------------------------------------------------------- Page 2 of 25 Please be advised that failure to comply with ANY or all of the guidelines entailed herein may result in issuance of late reporting fees. (C) Copyright Wells Fargo Bank, Corporate Trust Services Contact us with Reporting Questions: CTSDefaultSRG@WellsFargo.com Calculation of Realized Loss/Gain Form 332 Prepared by: __________________ Date: _______________ Phone: ______________________ Email Address:_____________________ ----------------------- --------------------- ---------------------------- Servicer Loan No. Servicer Name Servicer Address ----------------------- --------------------- ---------------------------- WELLS FARGO BANK, NATIONAL ASSOCIATION Loan No.______________________ Borrower's Name: ___________________________________________________ Property Address: __________________________________________________

------------------------------------------------------------------------------ Page 4 of 25 Please be advised that failure to comply with ANY or all of the guidelines entailed herein may result in issuance of late reporting fees. (C) Copyright Wells Fargo Bank, Corporate Trust Services Contact us with Reporting Questions: CTSDefaultSRG@WellsFargo.com Escrow Disbursement Detail

------------------------------------------------------------------------------ Page 5 of 25 Please be advised that failure to comply with ANY or all of the guidelines entailed herein may result in issuance of late reporting fees. (C) Copyright Wells Fargo Bank, Corporate Trust Services Contact us with Reporting Questions: CTSDefaultSRG@WellsFargo.com

GSAA Home Equity Trust 2006-16 8-K