Common use of NOTARY PUBLIC Clause in Contracts

NOTARY PUBLIC. My Commission expires the __ day of _________, 20__ EXHIBIT I FORM OF TRANSFEROR CERTIFICATE __________, 20__ GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] Re: GSAA Home Equity Trust 2005-6, Asset-Backed Certificates Series 2005-6, Class ___ --------------------------------------------------------------- Ladies and Gentlemen: In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act and (c) to the extent we are disposing of a Residual Certificate, (A) we have no knowledge the Transferee is not a Permitted Transferee and (B) after conducting a reasonable investigation of the financial condition of the Transferee, we have no knowledge and no reason to believe that the Transferee will not pay all taxes with respect to the Residual Certificates as they become due and (C) we have no reason to believe that the statements made in paragraphs 7, 10 and 11 of the Transferee's Residual Transfer Affidavit are false. Very truly yours, -------------------------------------- Print Name of Transferor By: ----------------------------------- Authorized Officer EXHIBIT J FORM OF RULE 144A LETTER ____________, 20__ GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] Re: GSAA Home Equity Trust 2005-6, Asset-Backed Certificates, Series 2005-6, Class ___ ---------------------------------------------------------------- Ladies and Gentlemen: In connection with our acquisition of the above Certificates we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) either we are purchasing a Class A-1 Certificate, Class A-2 Certificate, Class A-3 Certificate, Class M-1 Certificate, Class M-2 Certificate, Class M-3 Certificate, Class M-4 Certificate, Class B-1, Class B-2, Class B-3 or a Class B-4 Certificate, or we are not an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan or arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a plan subject to any federal, state or local law materially similar to the foregoing provisions of ERISA or the Code, nor are we acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such acquisition, or, with respect to a Class X Certificate or Class P Certificate that has been the subject of an ERISA-Qualifying Underwriting, the purchaser is an insurance company that is purchasing this certificate with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and the purchase and holding of such Certificates satisfy the requirements for exemptive relief under Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates and (f) we are a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act. ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A -------------------------------------------------------- [For Transferees Other Than Registered Investment Companies] The undersigned (the "Buyer") hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein:

Appears in 1 contract

Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2005-6)

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NOTARY PUBLIC. COUNTY OF --------------------------------------------- STATE OF --------------------------------------------- My Commission commission expires the _____ day of _________, _ 20__ _. EXHIBIT I FORM OF TRANSFEROR C RESIDUAL CERTIFICATE __________, 20__ GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] Re: GSAA Home Equity Trust 2005-6, Asset-Backed Certificates Series 2005-6, Class ___ --------------------------------------------------------------- Ladies and Gentlemen: In connection with our disposition of the above Certificates we certify that TRANSFER AFFIDAVIT (aTRANSFEROR) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act and (c) to the extent we are disposing of a Residual Certificate, (A) we have no knowledge the Transferee is not a Permitted Transferee and (B) after conducting a reasonable investigation of the financial condition of the Transferee, we have no knowledge and no reason to believe that the Transferee will not pay all taxes with respect to the Residual Certificates as they become due and (C) we have no reason to believe that the statements made in paragraphs 7, 10 and 11 of the Transferee's Residual Transfer Affidavit are false. Very truly yours, -------------------------------------- Print Name of Transferor By: ----------------------------------- Authorized Officer EXHIBIT J FORM OF RULE 144A LETTER ____________, 20__ GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] Re: GSAA Home Equity Trust 2005-6, Asset-Backed Certificates, Series 2005-6, Class ___________________________ ---------------------------------------------------------------- Ladies and GentlemenDate Re: In connection with our acquisition of the above Xxxxxxx Xxxxx Mortgage Investors Trust Series MLCC 2006-2 Mortgage Pass-Through Certificates we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended _______________________ (the "ActTransferor") has reviewed the attached affidavit of _____________________________ (the "Transferee"), and has no actual knowledge that such affidavit is not true and has no reason to believe that the information contained in paragraph 7 thereof is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements collection of the Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) either we are purchasing a Class A-1 Certificate, Class A-2 Certificate, Class A-3 Certificate, Class M-1 Certificate, Class M-2 Certificate, Class M-3 Certificate, Class M-4 Certificate, Class B-1, Class B-2, Class B-3 or a Class B-4 Certificate, or we are not an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan or arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a plan subject to any federal, state or local law materially similar taxes legally required to the foregoing provisions of ERISA or the Code, nor are we acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such acquisition, or, be paid with respect to a Class X Certificate or Class P Certificate Residual Certificate. In addition, the Transferor has conducted a reasonable investigation at the time of the transfer and found that the Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, ---------------------------------------- Name: ---------------------------------- Title: --------------------------------- EXHIBIT D-1 STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT EXHIBIT: STANDARD FILE LAYOUT - DELINQUENCY REPORTING COLUMN/HEADER NAME DESCRIPTION DECIMAL FORMAT COMMENT --------------------------- ------------------------------------------------------------ ------- -------------- SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This may be different than the LOAN_NBR LOAN_NBR A unique identifier assigned to each loan by the originator. CLIENT_NBR Servicer Client Number SERV_INVESTOR_NBR Contains a unique number as assigned by an external servicer to identify a group of loans in their system. BORROWER_FIRST_NAME First Name of the Borrower. BORROWER_LAST_NAME Last name of the borrower. PROP_ADDRESS Street Name and Number of Property PROP_STATE The state where the property located. PROP_ZIP Zip code where the property is located. BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due to the MM/DD/YYYY servicer at the end of processing cycle, as reported by Servicer. LOAN_TYPE Loan Type (i.e. FHA, VA, Conv) BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed. BANKRUPTCY_CASE_NBR The case number assigned by the court to the bankruptcy filing. POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been approved MM/DD/YYYY by the subject courts BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either by MM/DD/YYYY Dismissal, Discharged and/or a Motion For Relief Was Granted. LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The Servicer MM/DD/YYYY LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan Such As; LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To End/Close MM/DD/YYYY LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer with MM/DD/YYYY instructions to begin foreclosure proceedings. ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue Foreclosure MM/DD/YYYY FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a Foreclosure MM/DD/YYYY Action FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected to occur. MM/DD/YYYY FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY FRCLSR_SALE_AMT The amount a property sold for at the foreclosure sale. 2 No commas(,) or dollar signs ($) EVICTION_START_DATE The date the servicer initiates eviction of the borrower. MM/DD/YYYY EVICTION_COMPLETED_DATE The date the court revokes legal possession of the property MM/DD/YYYY from the borrower. LIST_PRICE The price at which an REO property is marketed. 2 No commas(,) or dollar signs ($) LIST_DATE The date an REO property is listed at a particular price. MM/DD/YYYY OFFER_AMT The dollar value of an ERISAoffer for an REO property. 2 No commas(,) or dollar signs ($) OFFER_DATE_TIME The date an offer is received by DA Admin or by the Servicer. MM/DD/YYYY REO_CLOSING_DATE The date the REO sale of the property is scheduled to close. MM/DD/YYYY REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY OCCUPANT_CODE Classification of how the property is occupied. PROP_CONDITION_CODE A code that indicates the condition of the property. PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY CURR_PROP_VAL The current "as is" value of the property based on brokers 2 price opinion or appraisal. REPAIRED_PROP_VAL The amount the property would be worth if repairs are 2 completed pursuant to a broker's price opinion or appraisal. IF APPLICABLE: DELINQ_STATUS_CODE FNMA Code Describing Status of Loan DELINQ_REASON_CODE The circumstances which caused a borrower to stop paying on a loan. Code indicates the reason why the loan is in default for this cycle. MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With Mortgage MM/DD/YYYY Insurance Company. MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,) or dollar signs ($) MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim Payment MM/DD/YYYY MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,) or dollar signs ($) POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,) or dollar signs ($) POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By The Pool MM/DD/YYYY Insurer POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,) or dollar signs ($) FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,) or dollar signs ($) FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,) or dollar signs ($) FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,) or dollar signs ($) FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,) or dollar signs ($) VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,) or dollar signs ($) STANDARD FILE CODES - DELINQUENCY REPORTING The LOSS MIT TYPE field should show the approved Loss Mitigation Code as follows: - ASUM- Approved Assumption - BAP- Borrower Assistance Program - DIL- Deed-Qualifying Underwritingin-Lieu - FFA- Formal Forbearance Agreement - MOD- Loan Modification - PRE- Pre-Sale - MISC- Anything else approved by the PMI or Pool Insurer NOTE: Xxxxx 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 purchaser is an insurance company that is purchasing this certificate Servicer must supply Xxxxx Fargo Bank with funds contained in an "insurance company general account" (as such term is defined in Section V(e) a description of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and the purchase and holding of such Certificates satisfy the requirements for exemptive relief under Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed each of the Certificates, any interest in Loss Mitigation Types prior to sending the Certificates or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition file. The OCCUPANT CODE field should show the current status of the Certificates, any interest in property code as follows: - Mortgagor - Unknown - Vacant The PROPERTY CONDITION field should show the Certificates or any other similar security from, or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution last reported condition of the Certificates under property as follows: - Damaged - Excellent - Fair - Gone - Good - Poor - Special Hazard - Unknown STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED The FNMA DELINQUENT REASON CODE field should show the Securities Act or that would render 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 disposition Status of the Certificates a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates and (f) we are a "qualified institutional buyer" Default as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act. ANNEX 1 TO 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 J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A -------------------------------------------------------- [For Transferees Other Than Registered Investment Companies] The undersigned (the "Buyer") hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein:D-2 STANDARD LAYOUT FOR MONTHLY REMITTANCE ADVICE STANDARD FILE LAYOUT - MASTER SERVICING

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series MLCC 2006-2)

NOTARY PUBLIC. COUNTY OF -------------------- STATE OF --------------------- My Commission commission expires the _____ day of _________, _ 20__ _. EXHIBIT I C FORM OF TRANSFEROR RESIDUAL CERTIFICATE __________, 20__ GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] TRANSFER AFFIDAVIT (TRANSFEROR) ---------------------------- Date Re: GSAA Home Equity Xxxxxx Xxxxxxx Mortgage Loan Trust 20052004-6, Asset6AR Mortgage Pass-Backed Through Certificates Series 2005-6, Class ___ --------------------------------------------------------------- Ladies and Gentlemen: In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act and (c) to the extent we are disposing of a Residual Certificate, (A) we have no knowledge the Transferee is not a Permitted Transferee and (B) after conducting a reasonable investigation of the financial condition of the Transferee, we have no knowledge and no reason to believe that the Transferee will not pay all taxes with respect to the Residual Certificates as they become due and (C) we have no reason to believe that the statements made in paragraphs 7, 10 and 11 of the Transferee's Residual Transfer Affidavit are false. Very truly yours, -------------------------------------- Print Name of Transferor By: ----------------------------------- Authorized Officer EXHIBIT J FORM OF RULE 144A LETTER ____________, 20__ GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] Re: GSAA Home Equity Trust 2005-6, Asset-Backed Certificates, Series 2005-6, Class __________ ---------------------------------------------------------------- Ladies and Gentlemen: In connection with our acquisition of the above Certificates we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the "ActTransferor") has reviewed the attached affidavit of _____________________________ (the "Transferee"), and has no actual knowledge that such affidavit is not true and has no reason to believe that the information contained in paragraph 7 thereof is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements collection of the Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) either we are purchasing a Class A-1 Certificate, Class A-2 Certificate, Class A-3 Certificate, Class M-1 Certificate, Class M-2 Certificate, Class M-3 Certificate, Class M-4 Certificate, Class B-1, Class B-2, Class B-3 or a Class B-4 Certificate, or we are not an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan or arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a plan subject to any federal, state or local law materially similar taxes legally required to the foregoing provisions of ERISA or the Code, nor are we acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such acquisition, or, be paid with respect to a Class X Certificate or Class P Certificate that has been the subject of an ERISA-Qualifying UnderwritingResidual Certificate. In addition, the purchaser is an insurance company that is purchasing this certificate with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and Transferor has conducted a reasonable investigation at the purchase and holding of such Certificates satisfy the requirements for exemptive relief under Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed time of the Certificates, any interest in the Certificates or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates transfer and (f) we are a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware found that the sale Transferee had historically paid its debts as they came due and found no significant evidence to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given indicate that the resaleTransferee will not continue to pay its debts as they become due. Very truly yours, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act. ANNEX 1 TO ------------------------------------ Name: Title: EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A -------------------------------------------------------- [For Transferees Other Than Registered Investment Companies] The undersigned D FORM OF CERTIFICATION OF XXXXX FARGO AS MASTER SERVICER AND SECURITIES ADMINISTRATOR Re: Xxxxxx Xxxxxxx Mortgage Loan Trust 2004-6AR (the "BuyerTrust"), Mortgage Pass-Through Certificates, Series 2004-6AR, issued pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2001 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx Capital I Inc., as depositor (the "Depositor"), Xxxxx Fargo Bank, National Association, as master servicer (the "Master Servicer") hereby certifies and as follows securities administrator (the "Securities Administrator"), Washington Mutual Mortgage Securities Corp. ("WMMSC"), as servicer, and Deutsche Bank National Trust Company, as trustee I, [identify the certifying individual], certify to the parties listed in Depositor and its officers, directors and affiliates, and with the Rule 144A Transferee Certificate to which knowledge and intent that they will rely upon this certification relates with respect to the Certificates described thereincertification, that:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc)

NOTARY PUBLIC. COUNTY OF ---------------------------- STATE OF ----------------------------- My Commission commission expires the _____ day of _________, _ 20__ _. EXHIBIT I FORM OF TRANSFEROR C RESIDUAL CERTIFICATE __________, 20__ GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] TRANSFER AFFIDAVIT (TRANSFEROR) ---------------------------- Date Re: GSAA Home Equity J.P. Morgan Mortgage Trust 20052003-6, AssetA0 Mortgage Pass-Backed Through Certificates Series 2005-6, Class ___ --------------------------------------------------------------- Ladies and Gentlemen: In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act and (c) to the extent we are disposing of a Residual Certificate, (A) we have no knowledge the Transferee is not a Permitted Transferee and (B) after conducting a reasonable investigation of the financial condition of the Transferee, we have no knowledge and no reason to believe that the Transferee will not pay all taxes with respect to the Residual Certificates as they become due and (C) we have no reason to believe that the statements made in paragraphs 7, 10 and 11 of the Transferee's Residual Transfer Affidavit are false. Very truly yours, -------------------------------------- Print Name of Transferor By: ----------------------------------- Authorized Officer EXHIBIT J FORM OF RULE 144A LETTER ____________, 20__ GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] Re: GSAA Home Equity Trust 2005-6, Asset-Backed Certificates, Series 2005-6, Class __________ ---------------------------------------------------------------- Ladies and Gentlemen: In connection with our acquisition of the above Certificates we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the "ActTransferor") has reviewed the attached affidavit of _____________________________ (the "Transferee"), and has no actual knowledge that such affidavit is not true and has no reason to believe that the information contained in paragraph 7 thereof is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements collection of the Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) either we are purchasing a Class A-1 Certificate, Class A-2 Certificate, Class A-3 Certificate, Class M-1 Certificate, Class M-2 Certificate, Class M-3 Certificate, Class M-4 Certificate, Class B-1, Class B-2, Class B-3 or a Class B-4 Certificate, or we are not an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan or arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a plan subject to any federal, state or local law materially similar taxes legally required to the foregoing provisions of ERISA or the Code, nor are we acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such acquisition, or, be paid with respect to a Class X Certificate or Class P Certificate that has been the subject of an ERISA-Qualifying UnderwritingResidual Certificate. In addition, the purchaser is an insurance company Transferor has conducted a reasonable investigation at the time of the transfer and found that is purchasing this certificate with funds contained in an "insurance company general account" (the Transferee had historically paid its debts as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, -------------------------------------- Name: Title: EXHIBIT D [RESERVED] EXHIBIT E LIST OF PURCHASE AND SERVICING AGREEMENTS Mortgage Loan Flow Purchase, Sale and Servicing Agreement among J.P. Morgan Mortgage Acquisixxxx Xxxx., Xxxxant Mortgage Corporation ("PTCE 95-60Cendant")) and Bishop's Gate Residential Mortgagx Xxxxx (formerly known as Cendant Residential Mortgage Trust), as Sellers, and Cendant, as Servicer, dated April 29, 2003, as modified by the purchase and holding of such Certificates satisfy the requirements for exemptive relief under Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates and (f) we are a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2Acknowledgement. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act. ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A -------------------------------------------------------- F [For Transferees Other Than Registered Investment CompaniesRESERVED] The undersigned (the "Buyer") hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein:EXHIBIT G LIST OF LIMITED PURPOSE SURETY BONDS

Appears in 1 contract

Samples: Pooling and Servicing Agreement (J P Morgan Acceptance Corp I)

NOTARY PUBLIC. COUNTY OF ---------------------------------- STATE OF ----------------------------------- My Commission commission expires the _____ day of _________, _ 20__ _. EXHIBIT I C FORM OF TRANSFEROR RESIDUAL CERTIFICATE __________, 20__ GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] TRANSFER AFFIDAVIT (TRANSFEROR) ---------------------------- Date Re: GSAA Home Equity Trust 2005Morgan Stanley Mortgage Loan Trusx 0000-6, Asset0XX Mortgage Pass-Backed Through Certificates Series 2005-6, Class ___ --------------------------------------------------------------- Ladies and Gentlemen: In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act and (c) to the extent we are disposing of a Residual Certificate, (A) we have no knowledge the Transferee is not a Permitted Transferee and (B) after conducting a reasonable investigation of the financial condition of the Transferee, we have no knowledge and no reason to believe that the Transferee will not pay all taxes with respect to the Residual Certificates as they become due and (C) we have no reason to believe that the statements made in paragraphs 7, 10 and 11 of the Transferee's Residual Transfer Affidavit are false. Very truly yours, -------------------------------------- Print Name of Transferor By: ----------------------------------- Authorized Officer EXHIBIT J FORM OF RULE 144A LETTER ____________, 20__ GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] Re: GSAA Home Equity Trust 2005-6, Asset-Backed Certificates, Series 2005-6, Class __________ ---------------------------------------------------------------- Ladies and Gentlemen: In connection with our acquisition of the above Certificates we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the "ActTransferor") has reviewed the attached affidavit of _____________________________ (the "Transferee"), and has no actual knowledge that such affidavit is not true and has no reason to believe that the information contained in paragraph 7 thereof is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements collection of the Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) either we are purchasing a Class A-1 Certificate, Class A-2 Certificate, Class A-3 Certificate, Class M-1 Certificate, Class M-2 Certificate, Class M-3 Certificate, Class M-4 Certificate, Class B-1, Class B-2, Class B-3 or a Class B-4 Certificate, or we are not an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan or arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a plan subject to any federal, state or local law materially similar taxes legally required to the foregoing provisions of ERISA or the Code, nor are we acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such acquisition, or, be paid with respect to a Class X Certificate or Class P Certificate that has been the subject of an ERISA-Qualifying UnderwritingResidual Certificate. In addition, the purchaser is an insurance company Transferor has conducted a reasonable investigation at the time of the transfer and found that is purchasing this certificate with funds contained in an the Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, _________________________________ Name: Title: EXHIBIT D FORM OF CERTIFICATION OF WELLS FARGO AS MASTER SERVICER ANX SECURITIES ADMINISTRATOR Re: Morgan Stanley Mortgage Loan Trusx 0000-0 (xxx "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60Trust")) and the purchase and holding of such Certificates satisfy the requirements for exemptive relief under Sections I and III of PTCE 95, Mortgage Pass-60, (e) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Through Certificates, any interest in the Certificates or any other similar security toSeries 2004-3, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect issued pursuant to the CertificatesPooling and Servicing Agreement, any interest in the Certificates or any other similar security withdated as of May 1, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates and (f) we are a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act. ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A -------------------------------------------------------- [For Transferees Other Than Registered Investment Companies] The undersigned 2001 (the "BuyerPooling and Servicing Agreement"), among Morgan Stanley Capital I Inc., as xxxxsitor (the "Depositor"), Wells Fargo Bank, National Associxxxxx, as master servicer (the "Master Servicer") hereby certifies and as follows securities administrator (the "Securities Administrator"), Washington Mutual Mortgage Securities Corp. ("WMMSC"), as servicer, and Deutsche Bank National Trust Company, as trustee I, [identify the certifying individual], certify to the parties listed in Depositor and its officers, directors and affiliates, and with the Rule 144A Transferee Certificate to which knowledge and intent that they will rely upon this certification relates with respect to the Certificates described thereincertification, that:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2004-5ar)

NOTARY PUBLIC. My Commission expires the _____ day of _________, 20____ EXHIBIT I FORM OF TRANSFEROR CERTIFICATE [Corporate Seal] [Assistant] Secretary Personally appeared before me the above-named __________________________, known or proved to me to be the same person who executed the foregoing instrument and to be the ____________________ of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee. Subscribed and sworn before me this ____ day of __________, ____. My Commission expires the _____ day of _________, 20____ GS Option One Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx XxxxAcceptance Corporation 3 Ada Xxxxxx, Xxx Xxxx Xxxxxxxxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] Re: GSAA Home Equity Option One Mortgage Loan Trust 20052007-64, Asset-Backed Certificates Series 20052007-6, Class ___ --------------------------------------------------------------- 4 Ladies and Gentlemen: In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act and Act, (c) to the extent we are disposing of a Residual Class [ ] Certificate, (A) we have no knowledge the Transferee is not a Permitted Transferee and (Bd) after conducting a reasonable investigation no purpose of the financial condition proposed disposition of a Class [ ] Certificate is to impede the Transferee, we have no knowledge and no reason to believe that the Transferee will not pay all taxes with respect to the Residual Certificates as they become due and (C) we have no reason to believe that the statements made in paragraphs 7, 10 and 11 assessment or collection of the Transferee's Residual Transfer Affidavit are falsetax. Very truly yours, -------------------------------------- Print Name of Transferor TRANSFEROR By: ----------------------------------- Authorized Officer EXHIBIT J FORM OF RULE 144A LETTER Name: Title: Option One Mortgage Acceptance Corporation 3 Ada Xxxxxx, Xxxxxxxxxx 00000 _____________, 20__ GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000-0000 Option One Mortgage Corporation 3 Ada Xxxxxx, Xxxxxxxxxx 00000 Re: GSAA Home Equity Option One Mortgage Loan Trust 20052007-64, Asset-Backed Certificates, Certificates Series 20052007-6, Class 4 Dear Sirs: _______________________________ ---------------------------------------------------------------- Ladies (the “Transferee”) intends to acquire from ___________________________ (the “Transferor”) $____________ Initial Certificate Principal Balance Option One Mortgage Loan Trust 2007-4, Asset-Backed Certificates Series 2007-4, Class [C][P][R][R-X] (the “Certificates”), issued pursuant to a Pooling and GentlemenServicing Agreement (the “Pooling and Servicing Agreement”) dated as of April 1, 2007 among Option One Mortgage Acceptance Corporation as depositor (the “Depositor”), Option One Mortgage Corporation as servicer (the “Servicer”) and Xxxxx Fargo Bank, N.A. as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to, and covenants with the Depositor, the Trustee and the Servicer the following: In connection with our acquisition of the above The Certificates we certify that (ai) we understand that the Certificates are not being registered under the Securities Act of 1933acquired by, as amended (the "Act")and will not be transferred to, or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) either we are purchasing a Class A-1 Certificate, Class A-2 Certificate, Class A-3 Certificate, Class M-1 Certificate, Class M-2 Certificate, Class M-3 Certificate, Class M-4 Certificate, Class B-1, Class B-2, Class B-3 or a Class B-4 Certificate, or we are not an employee benefit plan that is subject to Title I within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or arrangement separate accounts in which such plans, accounts or arrangements are invested, that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended 1986 (the "Code"”) (any of the foregoing, a “Plan”), or a plan subject to any federal, state or local law materially similar to the foregoing provisions of ERISA or the Code, nor are we acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such acquisition, or, with respect to a Class X Certificate or Class P Certificate that has been the subject of an ERISA-Qualifying Underwriting, the purchaser is an insurance company that is purchasing this certificate with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and the purchase and holding of such Certificates satisfy the requirements for exemptive relief under Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates and (f) we are a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant are not being acquired with “plan assets” of a Plan within the meaning of the Department of Labor (“DOL”) regulation, 29 C.F.R. § 2510.3-101, and (iii) will not be transferred to another exemption from registration under any entity that is deemed to be investing in plan assets within the Securities Actmeaning of the DOL regulation at 29 C.F.R. § 2510.3-101. ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A -------------------------------------------------------- [For Transferees Other Than Registered Investment Companies] The undersigned Very truly yours, By: Name: Title: This Swap Administration Agreement, dated as of April 19, 2007 (this “Agreement”), among Xxxxx Fargo Bank, N.A., a national banking association (“Xxxxx Fargo Bank, N.A.”), as swap administrator (in such capacity, the "Buyer"“Swap Administrator”), Xxxxx Fargo Bank, N.A., as trustee for Option One Mortgage Loan Trust 2007-4, Asset-Backed Pass-Through Certificates, Series 2007-4 (in such capacity, the “Trustee”), Xxxxx Fargo Bank, N.A., as supplemental interest trust trustee (in such capacity, the “Supplemental Interest Trust Trustee”) hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein:and Option One Mortgage Capital Corporation (“Option One”).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Option One Mortgage Loan Trust 2007-4)

NOTARY PUBLIC. COUNTY OF_____________________ STATE OF______________________ My Commission commission expires the _____ day of __________, 20__ EXHIBIT I FORM OF TRANSFEROR CERTIFICATE 19__________, 20__ GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] . EXHIBIT D-2 ----------- RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR) ------------------- Date Re: GSAA Home Equity Trust 2005Structured Asset Securities Corporation Mortgage Pass-6, Asset-Backed Through Certificates Series 20051999-6, Class ___ --------------------------------------------------------------- Ladies and Gentlemen: In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act and (c) to the extent we are disposing of a Residual Certificate, (A) we have no knowledge the Transferee is not a Permitted Transferee and (B) after conducting a reasonable investigation of the financial condition of the Transferee, we have no knowledge and no reason to believe that the Transferee will not pay all taxes with respect to the Residual Certificates as they become due and (C) we have no reason to believe that the statements made in paragraphs 7, 10 and 11 of the Transferee's Residual Transfer Affidavit are false. Very truly yours, -------------------------------------- Print Name of Transferor By: ----------------------------------- Authorized Officer EXHIBIT J FORM OF RULE 144A LETTER 1 ____________, 20__ GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] Re: GSAA Home Equity Trust 2005-6, Asset-Backed Certificates, Series 2005-6, Class __________ ---------------------------------------------------------------- Ladies and Gentlemen: In connection with our acquisition of the above Certificates we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the "ActTransferor") has reviewed the attached affidavit of _____________________________ (the "Transferee"), and has no actual knowledge that such affidavit is not true and has no reason to believe that the information contained in paragraph 7 thereof is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements collection of the Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) either we are purchasing a Class A-1 Certificate, Class A-2 Certificate, Class A-3 Certificate, Class M-1 Certificate, Class M-2 Certificate, Class M-3 Certificate, Class M-4 Certificate, Class B-1, Class B-2, Class B-3 or a Class B-4 Certificate, or we are not an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan or arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a plan subject to any federal, state or local law materially similar taxes legally required to the foregoing provisions of ERISA or the Code, nor are we acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such acquisition, or, be paid with respect to a Class X Certificate or Class P Certificate that has been the subject of an ERISA-Qualifying UnderwritingResidual Certificate. In addition, the purchaser Transferor has conducted a reasonable investigation at the time of the transfer and found that the Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, ------------------------------- Name: Title: EXHIBIT E --------- SELLER'S WARRANTIES AND SERVICING AGREEMENT EXHIBIT F --------- FORM OF RULE 144A TRANSFER CERTIFICATE Re: First Nationwide Trust 1999-1/Structured Asset Securities Corporation Mortgage Pass-Through Certificates Series 1999-1 ---------------------------------- Reference is an insurance company that is purchasing this certificate with funds contained hereby made to the Trust Agreement dated as of ___________ 1, 199 (the "Trust Agreement") between Structured Asset Securities Corporation, as Depositor, and [ __________________________ ], as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in an the Trust Agreement. This letter relates to $_________ initial Certificate Balance of Class _______ Certificates which are held in the form of Definitive Certificates registered in the name of __________________________________ (the "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60Transferor"). The Transferor has requested a transfer of such Definitive Certificates for Definitive Certificates of such Class registered in the name of [insert name of transferee]. In connection with such request, and in respect of such Certificates, the Transferor hereby certifies that such Certificates are being transferred in accordance with (i) the transfer restrictions set forth in the Trust Agreement and the purchase Certificates and holding of such Certificates satisfy the requirements for exemptive relief under Sections I and III of PTCE 95-60, (eii) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Certificates Rule 144A under the Securities Act or to a purchaser that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates and (f) we are Transferor reasonably believes is a "qualified institutional buyer" as that term is defined in within the meaning of Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases purchasing for its own account or for the account of a "qualified institutional buyer to whom notice buyer", which purchaser is given aware that the resale, pledge or transfer sale to it is being made in reliance on upon Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or (ii) pursuant to another exemption from registration under any other applicable jurisdiction. This certificate and the Securities Actstatements contained herein are made for your benefit and the benefit of the Placement Agent and the Depositor. ANNEX --------------------------------- [Name of Transferor] By:______________________________ Name: Title: Dated: ___________, ____ EXHIBIT G --------- FORM OF PURCHASER'S LETTER FOR INSTITUTIONAL ACCREDITED INVESTOR ----------- [Date] Dear Sirs: In connection with our proposed purchase of $______________ principal amount of Mortgage Pass-Through Certificates, Series 1999-1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A -------------------------------------------------------- [For Transferees Other Than Registered Investment Companies] The undersigned (the "BuyerPrivately Offered Certificates") hereby certifies as follows to of Structured Asset Securities Corporation (the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein"Depositor"), we confirm that:

Appears in 1 contract

Samples: Trust Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 1999 1)

NOTARY PUBLIC. My Commission expires the __ day of _________, 20__ EXHIBIT I FORM OF TRANSFEROR CERTIFICATE __________, 20__ GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx85 Broad Street New York, Xxx Xxxx 00000 New York 10004 Attention: Xxxxx Wells Fargo Bank, N.A. [Address] X.X. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xinneapolis, Mxxxxxota 55479 Attention: Corporate Trust Services GSAMP 2006-HE5 Re: GSAA Home Equity GSAMP Trust 20052006-6HE5 Mortgage Pass-Through Certificates, AssetSeries 2006-Backed Certificates Series 2005-6HE5, Class _[__ --------------------------------------------------------------- ] Ladies and Gentlemen: In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act and (c) to the extent we are disposing of a Residual Certificate, (A) we have no knowledge the Transferee is not a Permitted Transferee and (B) after conducting a reasonable investigation of the financial condition of the Transferee, we have no knowledge and no reason to believe that the Transferee will not pay all taxes with respect to the Residual Certificates as they become due and (C) we have no reason to believe that the statements made in paragraphs 7, 10 and 11 of the Transferee's Residual Transfer Affidavit are false. Very truly yours, -------------------------------------- ____________________________________ Print Name of Transferor By: ----------------------------------- :___________________________________ Authorized Officer EXHIBIT J FORM OF RULE 144A LETTER ____________, 20__ GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx85 Broad Street New York, Xxx Xxxx 00000 New York 10004 Attention: Xxxxx Wells Fargo Bank, N.A. [Address] ReX.X. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xinneapolis, Mxxxxxota 55479 Attention: GSAA Home Equity Corporate Trust 2005Services GSAMP 2006-6, AssetHE5 RE GSAMP Trust 2006-Backed HE5 Mortgage Pass-Through Certificates, Series 2005-6, Class _[__ ---------------------------------------------------------------- ] Ladies and Gentlemen: In connection with our acquisition of the above Certificates we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) either we are purchasing a Class A-1 Certificate, Class A-2 Certificate, Class A-3 Certificate, Class M-1 Certificate, Class M-2 Certificate, Class M-3 Certificate, Class M-4 Certificate, Class B-1, Class B-2, Class B-3 or a Class B-4 Certificate, or we are not an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan or arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a plan subject to any federal, state or local law materially similar to the foregoing provisions of ERISA or the Code, nor are we acting on behalf of any such plan or arrangement or nor using the assets of any such plan or arrangement to effect such acquisition, or, with respect to a Class X Certificate B-1, Class B-2 or Class P Certificate that has been the subject of an ERISA-Qualifying UnderwritingX Certificate, the purchaser is an insurance company that is purchasing this certificate with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and the purchase and holding of such Certificates satisfy the requirements for exemptive relief are covered under Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates Certificates, and (f) we are a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, we understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act. ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A -------------------------------------------------------- [For Transferees Other Than Registered Investment Companies] The undersigned (the "Buyer") hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (GSAMP Trust 2006-He5)

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NOTARY PUBLIC. COUNTY OF -------------------------------------------- STATE OF -------------------------------------------- My Commission commission expires the _____ day of _________, _ 20__ _. EXHIBIT I FORM OF TRANSFEROR C RESIDUAL CERTIFICATE __________, 20__ GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] TRANSFER AFFIDAVIT (TRANSFEROR) ---------------------------- Date Re: GSAA Home Equity Xxxxxxx Xxxxx Mortgage Investors Trust Series MLCC 2005-6, Asset1 Mortgage Pass-Backed Through Certificates Series 2005-6, Class ___ --------------------------------------------------------------- Ladies and Gentlemen: In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act and (c) to the extent we are disposing of a Residual Certificate, (A) we have no knowledge the Transferee is not a Permitted Transferee and (B) after conducting a reasonable investigation of the financial condition of the Transferee, we have no knowledge and no reason to believe that the Transferee will not pay all taxes with respect to the Residual Certificates as they become due and (C) we have no reason to believe that the statements made in paragraphs 7, 10 and 11 of the Transferee's Residual Transfer Affidavit are false. Very truly yours, -------------------------------------- Print Name of Transferor By: ----------------------------------- Authorized Officer EXHIBIT J FORM OF RULE 144A LETTER ____________, 20__ GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] Re: GSAA Home Equity Trust 2005-6, Asset-Backed Certificates, Series 2005-6, Class __________ ---------------------------------------------------------------- Ladies and Gentlemen: In connection with our acquisition of the above Certificates we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the "ActTransferor") has reviewed the attached affidavit of _____________________________ (the "Transferee"), and has no actual knowledge that such affidavit is not true and has no reason to believe that the information contained in paragraph 7 thereof is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements collection of the Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) either we are purchasing a Class A-1 Certificate, Class A-2 Certificate, Class A-3 Certificate, Class M-1 Certificate, Class M-2 Certificate, Class M-3 Certificate, Class M-4 Certificate, Class B-1, Class B-2, Class B-3 or a Class B-4 Certificate, or we are not an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan or arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a plan subject to any federal, state or local law materially similar taxes legally required to the foregoing provisions of ERISA or the Code, nor are we acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such acquisition, or, be paid with respect to a Class X Certificate or Class P Certificate that has been the subject of an ERISA-Qualifying UnderwritingResidual Certificate. In addition, the purchaser is an insurance company that is purchasing this certificate with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and Transferor has conducted a reasonable investigation at the purchase and holding of such Certificates satisfy the requirements for exemptive relief under Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed time of the Certificates, any interest in the Certificates or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates transfer and (f) we are a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware found that the sale Transferee had historically paid its debts as they came due and found no significant evidence to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given indicate that the resaleTransferee will not continue to pay its debts as they become due. Very truly yours, pledge or transfer is being made in reliance on Rule 144A------------------------------------------- Name: Title: EXHIBIT D-1 STANDARD LAYOUT FOR MONTHLY REMITTANCE ADVICE [INTENTIONALLY OMITTED] EXHIBIT D-2 STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT ------------------------------------------------------------------------------------------------------------------------------------ OUR LOAN NO. INVESTOR INVESTOR MORTGAGOR DUE PAYT PRINCIPAL PRIN-INT --DELINQUENCIES-- LOAN BK. CAT TP LOAN NO. NAME DATE NO. BALANCE CONSTANT DESC. ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL INTEREST ------------------------------------------------------------------------------------------------------------------------------------ EXHIBIT E MORTGAGE LOAN PURCHASE AGREEMENT See Exhibit 99.1, or (ii) pursuant to another exemption from registration under the Securities Act. ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A -------------------------------------------------------- [For Transferees Other Than Registered Investment Companies] The undersigned (the "Buyer") hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein:filed herewith

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MERRILL LYNCH MORT INV TRUST SERIES MLCC Series 2005-1)

NOTARY PUBLIC. My Commission expires the __ day of , 20 [Corporate Seal] ATTEST: [Assistant] Secretary Personally appeared before me the above-named __________________________, known or proved to me to be the same person who executed the foregoing instrument and to be the ____________________ of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee. Subscribed and sworn before me this ____ day of __________, . NOTARY PUBLIC My Commission expires the __ day of _________, 20__ EXHIBIT I FORM OF TRANSFEROR CERTIFICATE __________[DATE] SG Mortgage Securities, 20__ GS Mortgage Securities Corp. 00 Xxxxx LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: GSAA Home Equity SG Mortgage Securities Trust 20052006-6FRE1, Asset-Backed Certificates Securities, Series 20052006-6, Class ___ --------------------------------------------------------------- FRE1 Ladies and Gentlemen: In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act and Act, (c) to the extent we are disposing of a Residual Class [__] Certificate, (A) we have no knowledge the Transferee is not a Permitted Transferee and (Bd) after conducting a reasonable investigation no purpose of the financial condition proposed disposition of a Class [___] Certificate is to impede the Transferee, we have no knowledge and no reason to believe that the Transferee will not pay all taxes with respect to the Residual Certificates as they become due and (C) we have no reason to believe that the statements made in paragraphs 7, 10 and 11 assessment or collection of the Transferee's Residual Transfer Affidavit are falsetax. Very truly yours, -------------------------------------- Print Name of Transferor TRANSFEROR By: ----------------------------------- Authorized Officer EXHIBIT J FORM OF RULE 144A LETTER Name: Title: , 0000 XX Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 HSBC Bank USA, National Association 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: SG Mortgage Securities Trust 2006-FRE1, Asset-Backed Securities, Series 2006-FRE1 Ladies and Gentlemen: ____________, 20_____________ GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] Re: GSAA Home Equity Trust 2005-6, (the “Purchaser”) intends to purchase from ___________________________ (the “Seller”) $_____________ Initial Certificate Principal Balance of Asset-Backed Certificates, Series 20052006-6FRE1, Class ___ ---------------------------------------------------------------- Ladies (the “Certificates”), issued pursuant to the Pooling and Gentlemen: In connection with our acquisition Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of March 24, 2006 among SG Mortgage Securities, LLC as depositor (the above Certificates we certify that “Depositor”), Xxxxx Fargo Bank, N.A. as custodian, master servicer and securities administrator (ain such capacities, the “Master Servicer”) we understand and as servicer (in such capacity, the “Servicer”), and HSBC Bank USA, National Association as trustee (the “Trustee”). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Certificates are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being transferred to us in a transaction that Purchaser is exempt from the registration requirements of the Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) either we are purchasing a Class A-1 Certificate, Class A-2 Certificate, Class A-3 Certificate, Class M-1 Certificate, Class M-2 Certificate, Class M-3 Certificate, Class M-4 Certificate, Class B-1, Class B-2, Class B-3 or a Class B-4 Certificate, or we are not an employee benefit plan that is or other plan subject to Title I the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), ”) or a plan or arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"”) (a “Plan”), or any person (including, without limitation, an insurance company investing its general accounts, an investment manager, a plan subject to any federal, state named fiduciary or local law materially similar to the foregoing provisions of ERISA or the Code, nor are we acting on behalf a trustee of any such Plan) who is using “plan or arrangement or using assets”, within the assets meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101, of any such plan or arrangement Plan (a “Plan Investor”) to effect such acquisition, or, with respect to a Class X Certificate or Class P Certificate that has been the subject of an ERISA-Qualifying Underwriting. In addition, the purchaser is an insurance company that is purchasing this certificate with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the purchase and holding of Trustee that the Purchaser will not transfer such Certificates satisfy to any transferee unless such transferee meets the requirements for exemptive relief under Sections I and III of PTCE 95-60set forth above. Very truly yours, (ePurchaser) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the By: Name: Title: Re: SG Mortgage Securities Trust 2006-FRE1 Asset-Backed Certificates, any interest Series 2006-FRE1 Reference is hereby made to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) among SG Mortgage Securities, LLC, as Depositor, Xxxxx Fargo Bank, N.A., as Servicer, as Custodian, as Master Servicer and as Securities Administrator, and HSBC Bank USA, National Association, as Trustee, dated as of March 24, 2006. Capitalized terms used but not defined herein shall have the meanings given to them in the Certificates or any other similar security to, or solicited any offer Pooling and Servicing Agreement. This letter relates to buy or accept a transfer, pledge or other disposition U.S. $__________ aggregate principal amount of the Certificates, any interest Restricted Securities which are held in the Certificates or any other similar security from, or otherwise approached or negotiated form of a Restricted Global Security with respect to the Certificates, any interest DTC in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means name of general advertising or in any other manner, or taken any other action, that would constitute a distribution [name of transferor] ________________________________ (the Certificates under “Transferor”) to effect the Securities Act or that would render the disposition of the Certificates a violation of Section 5 transfer of the Securities Act or require registration pursuant theretoin exchange for an equivalent beneficial interest in a Regulation S Global Security. In connection with such request, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates and (f) we are a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, understand Transferor does hereby certify that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for transfer has been effected in accordance with the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act. ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A -------------------------------------------------------- [For Transferees Other Than Registered Investment Companies] The undersigned (the "Buyer") hereby certifies as follows to the parties listed restrictions set forth in the Pooling and Servicing Agreement and the Restricted Securities and in accordance with Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein904 of Regulation S, and that:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (SG Mortgage Securities Trust 2006-Fre1)

NOTARY PUBLIC. My Commission expires the _____ day of _________, 20____ EXHIBIT I FORM OF TRANSFEROR CERTIFICATE [Corporate Seal] ATTEST: [Assistant] Secretary Personally appeared before me the above-named __________________________, known or proved to me to be the same person who executed the foregoing instrument and to be the ____________________ of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee. Subscribed and sworn before me this ____ day of __________, ____. NOTARY PUBLIC My Commission expires the _____ day of _________, 20____ GS [DATE] SG Mortgage Securities Corp. 00 Xxxxx Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: GSAA Home Equity SG Mortgage Securities Trust 20052006-6OPT2, Asset-Backed Certificates Certificates, Series 20052006-6, Class ___ --------------------------------------------------------------- OPT2 Ladies and Gentlemen: In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act and Act, (c) to the extent we are disposing of a Residual Class [ ] Certificate, (A) we have no knowledge the Transferee is not a Permitted Transferee and (Bd) after conducting a reasonable investigation no purpose of the financial condition proposed disposition of a Class [ ] Certificate is to impede the Transferee, we have no knowledge and no reason to believe that the Transferee will not pay all taxes with respect to the Residual Certificates as they become due and (C) we have no reason to believe that the statements made in paragraphs 7, 10 and 11 assessment or collection of the Transferee's Residual Transfer Affidavit are falsetax. Very truly yours, -------------------------------------- Print Name of Transferor TRANSFEROR By: ----------------------------------- Authorized Officer EXHIBIT J FORM OF RULE 144A LETTER Name: Title: SG Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 HSBC Bank USA, National Association 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: SG Mortgage Securities Trust 2006-OPT2, Asset-Backed Certificates, Series 2006-OPT2 Ladies and Gentlemen: ____________, 20_____________ GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] Re: GSAA Home Equity Trust 2005-6, (the “Purchaser”) intends to purchase from ___________________________ (the “Seller”) $_____________ Initial Certificate Principal Balance of Asset-Backed Certificates, Series 20052006-6OPT2, Class ___ ---------------------------------------------------------------- Ladies (the “Certificates”), issued pursuant to the Pooling and Gentlemen: In connection with our acquisition Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of December 1, 2006 among SG Mortgage Securities, LLC as depositor (the above Certificates we certify that “Depositor”), Option One Mortgage Corporation as servicer (athe “Servicer”), Xxxxx Fargo Bank, N.A. as custodian, master servicer and securities administrator (the “Master Servicer”) we understand and HSBC Bank USA, National Association as trustee (the “Trustee”). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Certificates are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being transferred to us in a transaction that Purchaser is exempt from the registration requirements of the Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) either we are purchasing a Class A-1 Certificate, Class A-2 Certificate, Class A-3 Certificate, Class M-1 Certificate, Class M-2 Certificate, Class M-3 Certificate, Class M-4 Certificate, Class B-1, Class B-2, Class B-3 or a Class B-4 Certificate, or we are not an employee benefit plan that is or other plan subject to Title I the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), ”) or a plan or arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"”) (a “Plan”), or any person (including, without limitation, an insurance company investing its general account, an investment manager, a plan subject to any federal, state named fiduciary or local law materially similar to the foregoing provisions of ERISA or the Code, nor are we acting on behalf a trustee of any such Plan) who is using “plan or arrangement or using assets,” within the assets meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (as modified by Section 3(42) of ERISA), of any such plan or arrangement Plan (a “Plan Investor”) to effect such acquisition, or, with respect to a Class X Certificate or Class P Certificate that has been the subject of an ERISA-Qualifying Underwriting. In addition, the purchaser is an insurance company that is purchasing this certificate with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the purchase and holding of Trustee that the Purchaser will not transfer such Certificates satisfy to any transferee unless such transferee meets the requirements for exemptive relief under Sections I and III of PTCE 95-60set forth above. Very truly yours, (ePurchaser) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the By: Name: Title: Re: SG Mortgage Securities Trust 2006-OPT2 Asset-Backed Certificates, any interest Series 2006-OPT2 Reference is hereby made to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) among SG Mortgage Securities, LLC, as Depositor, Option One Mortgage Corporation, as Originator, Xxxxx Fargo Bank, N.A., as Custodian, as Master Servicer and as Securities Administrator, and HSBC Bank USA, National Association, as Trustee, dated as of December 1, 2006. Capitalized terms used but not defined herein shall have the meanings given to them in the Certificates or any other similar security to, or solicited any offer Pooling and Servicing Agreement. This letter relates to buy or accept a transfer, pledge or other disposition U.S. $__________ aggregate principal amount of the Certificates, any interest Restricted Securities which are held in the Certificates or any other similar security from, or otherwise approached or negotiated form of a Restricted Global Security with respect to the Certificates, any interest DTC in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means name of general advertising or in any other manner, or taken any other action, that would constitute a distribution [name of transferor] ________________________________ (the Certificates under “Transferor”) to effect the Securities Act or that would render the disposition of the Certificates a violation of Section 5 transfer of the Securities Act or require registration pursuant theretoin exchange for an equivalent beneficial interest in a Regulation S Global Security. In connection with such request, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates and (f) we are a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, understand Transferor does hereby certify that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for transfer has been effected in accordance with the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act. ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A -------------------------------------------------------- [For Transferees Other Than Registered Investment Companies] The undersigned (the "Buyer") hereby certifies as follows to the parties listed restrictions set forth in the Pooling and Servicing Agreement and the Restricted Securities and in accordance with Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein904 of Regulation S, and that:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (SG Mortgage Securities Trust 2006-Opt2)

NOTARY PUBLIC. My Commission expires the __ day of _________, 20__ EXHIBIT I FORM OF TRANSFEROR CERTIFICATE __________, 20__ GS Mortgage Securities Corp. 00 HSI Asset Securitization Corporation 400 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Head MBS Principal Finance Citibank, N.A., as Securities Administrator 300 Xxxxxxxxx, 00xx Xxxxx Fargo BankXxx Xxxx, N.A. [Address] Xxx Xxxx 00000 Attention: Structured Finance Agency and Trust - HSI Asset Securitization 2006-HE2 Re: GSAA Home Equity HSI Asset Securitization Corporation Trust 20052006-6HE2 Mortgage Pass-Through Certificates, AssetSeries 2006-Backed Certificates Series 2005-6HE2, Class [___ --------------------------------------------------------------- ] Ladies and Gentlemen: In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act and (c) to the extent we are disposing of a Residual Certificate, (Ai) we have no knowledge the Transferee is not a Non-Permitted Transferee and Transferee, (Bii) after conducting a reasonable investigation of the financial condition of the Transferee, we have no knowledge and no reason to believe that the Transferee will not pay all taxes with respect to the Residual Certificates as they become due and (Ciii) we have no reason to believe that the statements made in paragraphs 7, 10 and 11 of the Transferee's ’s Residual Transfer Affidavit are false. Very truly yours, -------------------------------------- Print Name of Transferor By: ----------------------------------- Authorized Officer EXHIBIT J FORM OF RULE 144A LETTER ____________, 20__ GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] Re: GSAA Home Equity Trust 2005-6, Asset-Backed Certificates, Series 2005-6, Class ___ ---------------------------------------------------------------- Ladies and Gentlemen: In connection with our acquisition any disposition of the above Certificates in accordance with Rule 904 of Regulation S we hereby certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) either we are purchasing a Class A-1 Certificate, Class A-2 Certificate, Class A-3 Certificate, Class M-1 Certificate, Class M-2 Certificate, Class M-3 Certificate, Class M-4 Certificate, Class B-1, Class B-2, Class B-3 or a Class B-4 Certificate, or we are not an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan or arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a plan subject to any federal, state or local law materially similar to the foregoing provisions of ERISA or the Code, nor are we acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such acquisition, or, with respect to a Class X Certificate or Class P Certificate that has been the subject of an ERISA-Qualifying Underwriting, the purchaser is an insurance company that is purchasing this certificate with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and the purchase and holding of such Certificates satisfy the requirements for exemptive relief under Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates and (f) we are a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act. ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A -------------------------------------------------------- [For Transferees Other Than Registered Investment Companies] The undersigned (the "Buyer") hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described thereinthat:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (HSI Asset Securitization CORP Trust 2006-He2)

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