EXECUTION COPY
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EXHIBIT 99.8
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GSAA HOME EQUITY TRUST 2006-9
ASSET-BACKED CERTIFICATES
SERIES 2006-9
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
among
GS MORTGAGE SECURITIES CORP.,
as Assignor
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
as Assignee
COUNTRYWIDE HOME LOANS, INC.,
as Countrywide
and
COUNTRYWIDE HOME LOANS SERVICING LP,
as Servicer
and as acknowledged by
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as Master Servicer
Dated as of
May 26, 2006
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made this 26th day
of May, 2006 (this "Assignment Agreement"), among Countrywide Home Loans
Servicing LP, (the "Servicer"), Countrywide Home Loans, Inc. ("Countrywide"),
U.S. Bank National Association, not in its individual capacity but solely as
trustee on behalf of GSAA Home Equity Trust 2006-9 (the "Assignee" or
"Trustee"), and GS Mortgage Securities Corp., a Delaware corporation (the
"Assignor" or "Depositor"), and as acknowledged by JPMorgan Chase Bank,
National Association, as master servicer (the "Master Servicer").
WHEREAS, Xxxxxxx Xxxxx Mortgage Company ("GSMC") and the Servicer
have entered into the Servicing Agreement, dated as of July 1, 2004 (the
"Servicing Agreement") as amended by that certain Amendment Reg AB, dated as
of January 1, 2006 ("Amendment Reg AB" and, together with the Servicing
Agreement, the "Servicing Agreement"), and GSMC and Countrywide have entered
into the Master Mortgage Loan Purchase Agreement, dated as of July 1, 2004 as
amended by that Amendment Reg AB (as amended, the "Sale Agreement"), pursuant
to which Countrywide sold to GSMC certain mortgage loans listed on the
mortgage loan schedule attached to the related Purchase Confirmation (as
defined in the Sale Agreement);
WHEREAS, GSMC has assigned and conveyed certain mortgage loans (the
"Mortgage Loans"), which Mortgage Loans are subject to the provisions of the
Servicing Agreement and Sale Agreement, to the Assignor pursuant to an
Assignment, Assumption and Recognition Agreement, dated as of May 26, 2006
(the "GSMC Assignment Agreement");
WHEREAS, the Assignee has agreed on certain terms and conditions to
purchase from the Assignor the Mortgage Loans acquired by the Assignor
pursuant to the GSMC Assignment Agreement, which Mortgage Loans are listed on
the mortgage loan schedule attached as Exhibit 1 hereto (the "Mortgage Loan
Schedule"); and
WHEREAS, pursuant to a Master Servicing and Trust Agreement, dated
as of May 1, 2006 (the "Trust Agreement"), among the Depositor, the Trustee,
U.S. Bank National Association, as a custodian, Deutsche Bank National Trust
Company, as a custodian, and JPMorgan Chase Bank, National Association, as
master servicer (the "Master Servicer"), as securities administrator and as a
custodian, the Assignor will transfer the Mortgage Loans to the Assignee,
together with the Assignor's rights and obligations under the Servicing
Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans
(other than the rights of the Assignor to indemnification thereunder).
NOW THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. Assignment and Assumption. (a) The Assignor hereby assigns to the
Assignee, as of the date hereof, all of its right, title and interest in and
to the Mortgage Loans and the GSMC Assignment Agreement (including without
limitation the rights and obligations of GSMC under the Servicing Agreement
and the Sale Agreement to the extent assigned to the Assignor under the GSMC
Assignment Agreement) from and after the date hereof, and the
Assignee hereby assumes all of the Assignor's obligations under the Servicing
Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans
that arise from and after May 26, 2006, and the Servicer hereby acknowledges
such assignment and assumption and hereby agrees to the release of the
Assignor from any obligations under the Servicing Agreement from and after May
26, 2006, to the extent relating to the Mortgage Loans and Countrywide hereby
acknowledges such assignment and assumption and hereby agrees to the release
of the Assignor from any obligations under the Sale Agreement from and after
May 26, 2006, to the extent relating to the Mortgage Loans.
(b) The Assignor represents and warrants to the Assignee that the
Assignor has not taken any action which would serve to impair or encumber the
Assignor's ownership interest in the Mortgage Loans since the respective dates
of the Servicing Agreement and the Sale Agreement.
(c) The Servicer and the Assignor shall have the right to amend,
modify or terminate the Servicing Agreement without the joinder of the
Assignee with respect to mortgage loans not conveyed to the Assignee hereunder
to the extent permitted by the Servicing Agreement; provided, however, that
such amendment, modification or termination shall not affect or be binding on
the Assignee.
(d) Countrywide and the Assignor shall have the right to amend,
modify or terminate the Sale Agreement without the joinder of the Assignee
with respect to mortgage loans not conveyed to the Assignee hereunder to the
extent permitted by the Servicing Agreement; provided, however, that such
amendment, modification or termination shall not affect or be binding on the
Assignee.
2. Accuracy of Servicing Agreement. (a) The Assignor represents and
warrants to the Assignee that attached hereto as Exhibit 2 is a true, accurate
and complete copy of the Servicing Agreement. The Servicer and the Assignor
represent and warrant to the Assignee that (i) the Servicing Agreement is in
full force and effect as of the date hereof, (ii) the Servicing Agreement has
not been amended or modified in any respect, except as contemplated herein or
as previously disclosed in the GSMC Assignment Agreement and (iii) no notice
of termination has been given to the Servicer under the Servicing Agreement.
The Servicer, in its capacity as servicer under the Servicing Agreement,
further represents and warrants that the representations and warranties
contained in Section 2.1 of the Servicing Agreement are true and correct in
all material respects as of the Closing Date (as such term is defined in the
Servicing Agreement).
(b) Countrywide and the Assignor represent and warrant to the
Assignee that (i) the Sale Agreement is in full force and effect as of the
date hereof, (ii) the Sale Agreement has not been amended or modified in any
respect, except as set forth herein or in the GSMC Assignment Agreement and
(iii) no notice of termination has been given to Countrywide under the Sale
Agreement. Countrywide, in its capacity as seller under the Sale Agreement,
further represents and warrants that the representations and warranties
contained in Section 3.01 of the Sale Agreement are true and correct in all
material respects as of the Closing Date (as such term is defined in the Sale
Agreement).
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3. Recognition of Assignee.
(a) From and after the date hereof, the Servicer shall note the
transfer of the Mortgage Loans to the Assignee in its books and records, shall
recognize the Assignee as the owner of the Mortgage Loans and, notwithstanding
anything herein to the contrary, shall service all of the Mortgage Loans for
the benefit of the Assignee pursuant to the Servicing Agreement the terms of
which are incorporated herein by reference. It is the intention of the
Assignor, Countrywide, the Servicer and Assignee that the Sale Agreement and
the Servicing Agreement shall be binding upon and inure to the benefit of
Countrywide, the Servicer and the Assignee and their successors and assigns,
respectively.
(b) The Servicer further acknowledges that, from and after the date
hereof, it (and any of its successors under the Servicing Agreement) will be
subject to the supervision of the Master Servicer and that the Master
Servicer, acting on behalf of the Assignee as the owner of the Mortgage Loans,
shall have the right to enforce the rights of the Owner under the Servicing
Agreement which will include, without limitation, the right to terminate the
Servicer under the Servicing Agreement upon the occurrence of an event of
default thereunder, the right to receive all remittances required to be made
by the Servicer under the Servicing Agreement, the right to receive all
monthly reports and other data required to be delivered by the Servicer under
the Servicing Agreement and the right to exercise certain rights of consent
and approval relating to actions taken by the Servicer. Notwithstanding the
foregoing, it is understood that the Servicer shall not be obligated to defend
and indemnify and hold harmless the Master Servicer, the Assignor and the
Assignee against any losses, damages, penalties, fines, forfeitures, judgments
and any related costs including, without limitation, reasonable and necessary
legal fees, resulting from (i) actions or inactions of the Servicer which were
taken or omitted upon the instruction or direction of the Master Servicer or
(ii) the failure of the Master Servicer to perform the obligations of the
Assignee with respect to the Assignment Agreement or of the "Owner" with
respect to the servicing provisions of the Servicing Agreement as the Master
Servicer is required to perform, as applicable.
(c) All reports and other data required to be delivered by the
Servicer to the "Owner" under the Servicing Agreement shall be delivered to
the Master Servicer on behalf of the Assignee, at the address set forth in
Section 10 hereof. All remittances required to be made to the Assignee, as the
successor in interest to the Assignor under the Servicing Agreement, shall be
made instead to the Master Servicer by wire transfer to the following account:
JPMorgan Chase Bank, National Association
ABA #: 000000000
For credit to: SAS Clearing
Acct #: 507198670
FFC to: GSAA 2006-9 Acct # 507198670
(d) Notwithstanding anything to the contrary in the Servicing
Agreement, with respect to the Mortgage Loans, not later than the tenth (10th)
calendar day of each month (or if such tenth calendar day is not a Business
Day, the immediately succeeding Business Day), the Servicer shall furnish to
the Master Servicer (i) (a) monthly loan data in a mutually agreed-upon
format, provided that the Servicer will not be required to provide information
regarding
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prepayment penalties to the extent such prepayment penalties are retained by
the Servicer, (b) default loan data in the format mutually agreed-upon between
the Servicer and the Master Servicer and (c) information regarding realized
losses and gains in the format mutually agreed between the Servicer and the
Master Servicer, in each case relating to the period beginning on the second
day of the month immediately preceding and ending on the first day of the then
current month, (ii) all such information required pursuant to clause (i)(a)
above on a magnetic tape, electronic mail, or other similar media reasonably
acceptable to the Master Servicer and (iii) all supporting documentation
reasonably necessary and available with respect to the information required
pursuant to clause (i)(c) above.
4. Representations and Warranties of the Assignee. The Assignee
hereby represents and warrants to the Assignor as follows:
(a) Decision to Purchase. The Assignee represents and warrants that
it is a sophisticated investor able to evaluate the risks and merits of the
transactions contemplated hereby, and that it has not relied in connection
therewith upon any statements or representations of the Assignor, the Servicer
or Countrywide other than those contained in the Servicing Agreement, the Sale
Agreement or this Assignment Agreement.
(b) Authority. The Assignee hereto represents and warrants that it
is duly and legally authorized to enter into this Assignment Agreement and to
perform its obligations hereunder and under the Servicing Agreement and the
Sale Agreement.
(c) Enforceability. The Assignee hereto represents and warrants that
this Assignment Agreement has been duly authorized, executed and delivered by
it and (assuming due authorization, execution and delivery thereof by each of
the other parties hereto) constitutes its legal, valid and binding obligation,
enforceable in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (regardless of whether such enforcement is considered in
a proceeding in equity or at law).
5. Representations and Warranties of the Assignor. The Assignor
hereby represents and warrants to the Assignee as follows:
(a) Organization. The Assignor has been duly organized and is
validly existing as a corporation in good standing under the laws of the State
of Delaware with full power and authority (corporate and other) to enter into
and perform its obligations under the Servicing Agreement, Sale Agreement and
this Assignment Agreement.
(b) Enforceability. This Assignment Agreement has been duly executed
and delivered by the Assignor, and, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a legal, valid, and
binding agreement of the Assignor, enforceable against it in accordance with
its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or
other similar laws affecting creditors' rights generally and to general
principles of equity regardless of whether enforcement is sought in a
proceeding in equity or at law.
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(c) No Consent. The execution, delivery and performance by the
Assignor of this Assignment Agreement and the consummation of the transactions
contemplated hereby do not require the consent or approval of, the giving of
notice to, the registration with, or the taking of any other action in respect
of, any state, federal or other governmental authority or agency, except such
as has been obtained, given, effected or taken prior to the date hereof.
(d) Authorization; No Breach. The execution and delivery of this
Assignment Agreement have been duly authorized by all necessary corporate
action on the part of the Assignor; neither the execution and delivery by the
Assignor of this Assignment Agreement, nor the consummation by the Assignor of
the transactions herein contemplated, nor compliance by the Assignor with the
provisions hereof, will conflict with or result in a breach of, or constitute
a default under, any of the provisions of the governing documents of the
Assignor or any law, governmental rule or regulation or any material judgment,
decree or order binding on the Assignor or any of its properties, or any of
the provisions of any material indenture, mortgage, deed of trust, contract or
other instrument to which the Assignor is a party or by which it is bound.
(e) Actions; Proceedings. There are no actions, suits or proceedings
pending or, to the knowledge of the Assignor, threatened, before or by any
court, administrative agency, arbitrator or governmental body (A) with respect
to any of the transactions contemplated by this Assignment Agreement or (B)
with respect to any other matter that in the judgment of the Assignor will be
determined adversely to the Assignor and will, if determined adversely to the
Assignor, materially adversely affect its ability to perform its obligations
under this Assignment Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 5 shall survive delivery of the respective mortgage
loan documents to the Assignee or its designee and shall inure to the benefit
of the Assignee and its assigns notwithstanding any restrictive or qualified
endorsement or assignment. Upon the discovery by the Assignor or the Assignee
and its assigns of a breach of the foregoing representations and warranties,
the party discovering such breach shall give prompt written notice to the
other parties to this Assignment Agreement, and in no event later than two (2)
Business Days from the date of such discovery. It is understood and agreed
that the obligations of the Assignor set forth in Section 6 to repurchase a
Mortgage Loan constitute the sole remedies available to the Assignee and its
assigns on their behalf respecting a breach of the representations and
warranties contained in this Section 5. It is further understood and agreed
that the Assignor shall be deemed not to have made the representations and
warranties in this Section 5 with respect to, and to the extent of,
representations and warranties made, as to the matters covered in this Section
5, by Countrywide in the Sale Agreement (or any officer's certificate
delivered pursuant thereto).
It is understood and agreed that, with respect to the Mortgage
Loans, the Assignor has made no representations or warranties to the Assignee
other than those contained in this Section 5, and no other affiliate of the
Assignor has made any representations or warranties of any kind to the
Assignee.
6. Repurchase of Mortgage Loans. Upon discovery or notice of any
breach by the Assignor of any representation, warranty or covenant under this
Assignment Agreement
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that materially and adversely affects the value of any Mortgage Loan or the
interest of the Assignee therein (it being understood that any such defect or
breach shall be deemed to have materially and adversely affected the value of
the related Mortgage Loan or the interest of the Assignee therein if the
Assignee incurs a loss as a result of such defect or breach), the Assignee
promptly shall request that the Assignor cure such breach and, if the Assignor
does not cure such breach in all material respects within sixty (60) days from
the date on which it is notified of the breach, the Assignee may enforce the
Assignor's obligation hereunder to repurchase such Mortgage Loan from the
Assignee at the Repurchase Price as defined in the Sale Agreement.
Notwithstanding the foregoing, however, if such breach is a Qualification
Defect as defined in the Sale Agreement, such cure or repurchase must take
place within ninety (90) days of discovery of such Qualification Defect.
In the event Countrywide has breached a representation or warranty
under the Sale Agreement that is substantially identical to a representation
or warranty breached by the Assignor hereunder, the Assignee shall first
proceed against Countrywide. If Countrywide does not within ninety (90) days
after notification of the breach, take steps to cure such breach (which may
include certifying to progress made and requesting an extension of the time to
cure such breach, as permitted under the Sale Agreement) or purchase the
Mortgage Loan, the Assignee shall be entitled to enforce the obligations of
the Assignor hereunder to cure such breach or to purchase the Mortgage Loan
from the Trust. In such event, the Assignor shall succeed to the rights of the
Assignee to enforce the obligations of Countrywide to cure such breach or
repurchase such Mortgage Loan under the terms of the Sale Agreement with
respect to such Mortgage Loan. In the event of a repurchase of any Mortgage
Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or
its designee the related Mortgage File and shall assign to the Assignor all of
the Assignee's rights under the Sale Agreement, but only insofar as the Sale
Agreement relates to such Mortgage Loan.
Except as specifically set forth herein, the Assignee shall have no
responsibility to enforce any provision of this Assignment Agreement, to
oversee compliance hereof, or to take notice of any breach or default thereof.
7. Termination; Optional Clean-Up Call. In connection with the Trust
Agreement, the Master Servicer hereby agrees to the following obligations
described below. For purposes of this Section 7 only, any capitalized term
used but not defined in this Assignment Agreement has the same meaning
assigned thereto in the Trust Agreement.
In the event that a Person specified in Section 11.01 of the Trust
Agreement chooses to exercise its option set forth therein to purchase the
Mortgage Loans and REO Properties or to conduct an Auction Call for such
property of the Trust Fund, as the case may be, by no later than the 10th day
of the month of the final distribution, such Person shall notify the
Depositor, the Trustee, the Servicer and the Securities Administrator of the
final Distribution Date and of the applicable purchase or sale price of the
Mortgage Loans and REO Properties determined and in the manner as provided in
the Trust Agreement.
In the event the Mortgage Loans and REO Properties are purchased or
sold pursuant to Section 11.01 of the Trust Agreement, the Trustee shall remit
to the Securities Administrator the applicable Termination Price on the
Remittance Date immediately preceding
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the applicable final Distribution Date. Upon such final deposit with respect
to the Trust Fund and the receipt by the Securities Administrator and the
Custodians of a Request for Release therefor, the Master Servicer shall direct
the Custodians to release to the Master Servicer or its designee the Custodial
Files for the Mortgage Loans.
8. Continuing Effect. Except as contemplated hereby, the Servicing
Agreement and the Sale Agreement shall remain in full force and effect in
accordance with their respective terms.
9. Governing Law.
THIS ASSIGNMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF).
EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
ASSIGNMENT AGREEMENT, OR ANY OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN
CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN), OR ACTIONS OF SUCH PARTY. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS ASSIGNMENT AGREEMENT.
10. Notices. Any notices or other communications permitted or
required hereunder or under the Servicing Agreement or the Sale Agreement
shall be in writing and shall be deemed conclusively to have been given if
personally delivered at or mailed by registered mail, postage prepaid, and
return receipt requested or transmitted by telex, telegraph or telecopier and
confirmed by a similar mailed writing, to:
(a) in the case of the Servicer,
Countrywide Home Loans Servicing LP
000 Xxxxxxxxxxx Xxx
Xxxx Xxxxxx, XX 00000
Attention: Investor Accounting
With a copy to:
Countrywide Home Loans, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Attention: General Counsel
or such other address as may hereafter be furnished by the Servicer;
(b) in the case of Countrywide,
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Countrywide Home Loans, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx Xxxxx
With a copy to:
Countrywide Home Loans, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Attention: General Counsel
or such other address as may hereafter be furnished by Countrywide;
(c) in the case of the Master Servicer,
JPMorgan Chase Bank, National Association
0 Xxx Xxxx Xxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
or such address as may hereafter be furnished by the Master Servicer;
(d) in the case of the Assignee,
U.S. Bank National Association
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx XX 1179
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxxxx Xxxxxxxx
Tel.: (000) 000-0000
Fax.: (000) 000-0000
or such other address as may hereafter be furnished by the Assignee; and
(e) in the case of the Assignor,
GS Mortgage Securities Corp.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Tel.: (000) 000-0000
Fax: (000) 000-0000
or such address as may hereafter be furnished by the Assignor.
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11. Counterparts. This Assignment Agreement may be executed in
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
instrument.
12. Definitions. Any capitalized term used but not defined in this
Assignment Agreement has the meaning assigned thereto in the Servicing
Agreement.
13. Trustee Capacity. It is expressly understood and agreed by the
parties hereto that (i) this Assignment Agreement is executed and delivered by
U.S. Bank National Association, not individually or personally but solely on
behalf of GSAA Home Equity Trust 2006-9, as the Assignee, in the exercise of
the powers and authority conferred and vested in it, (ii) each of the
representations, undertakings and agreements by U.S. Bank National Association
is made and intended for the purpose of binding only the GSAA Home Equity
Trust 2006-9, (iii) nothing herein contained shall be construed as creating
any liability for U.S. Bank National Association, individually or personally,
to perform any covenant (either express or implied) contained herein, and all
such liability, if any, is hereby expressly waived by the parties hereto, and
such waiver shall bind any third party making a claim by or through one of the
parties hereto, and (iv) under no circumstances shall U.S. Bank National
Association be personally liable for the payment of any indebtedness or
expenses of the GSAA Home Equity Trust 2006-9, or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or
undertaken by the GSAA Home Equity Trust 2006-9 under this Assignment
Agreement, the Trust Agreement or any related document.
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement the day and year first above written.
GS MORTGAGE SECURITIES CORP.
By: /s/ Xxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Trustee
By: /s/ Xxxxxxxx X'Xxxxx
--------------------------------
Name: Xxxxxxxx X'Xxxxx
Title: Vice President
COUNTRYWIDE HOME LOANS
SERVICING LP
BY: COUNTRYWIDE GP, INC., ITS
GENERAL PARTNER
By: /s/ Xxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: First Vice President
COUNTRYWIDE HOME LOANS, INC.
By: /s/ Xxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: First Vice President
[SIGNATURES CONTINUE]
CHL Step 2 AAR
Acknowledged and Agreed:
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as Master Servicer
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
CHL Step 2 AAR
EXHIBIT 1
Mortgage Loan Schedule
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[On File with the Securities Administrator as provided by the Depositor]
1-1
EXHIBIT 2
Servicing Agreement
-------------------
[On File with the Depositor]
2-1
