Exhibit 99.4
EXECUTION COPY
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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
February 24, 2006
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made this
24th day of February, 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 2006-3 (the
"Assignee" or "Trustee"), and GS Mortgage Securities Corp., a Delaware
corporation (the "Assignor" or "Depositor"), and as acknowledged by JPMorgan
Chase Bank, N.A., 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
February 24, 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 February 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, N.A., as a
custodian, as master servicer (the "Master Servicer") and as securities
administrator, 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 February 24, 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 February 24, 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 February 24, 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 Servicer and the
Assignor represent and warrant to the Assignee that (i) attached hereto as
Exhibit 2 is a true, accurate and complete copy of the Servicing Agreement,
(ii) the Servicing Agreement is in full force and effect as of the date
hereof, (iii) 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 (iv) 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 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) attached hereto as Exhibit 3 is a true, accurate and
complete copy of the Sale Agreement, (ii) the Sale Agreement is in full force
and effect as of the date hereof, (iii) the Sale Agreement has not been
amended or modified in any respect and (iv) 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 as of the Closing Date (as such term is defined in the
Sale Agreement).
3. Recognition of Assignee.
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(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 Trustee as the owner of the Mortgage Loans,
shall have the same rights as were assigned by GSMC, in its capacity as the
original "Owner" under the Servicing Agreement, to the Assignor under the GSMC
Assignment Agreement, and further assigned hereunder by the Assignor to the
Trustee, on behalf of the trust formed pursuant to the Trust Agreement. Such
rights that Master Servicer may enforce on behalf of the Trustee 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 ommitted
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 or the Trustee, as designated by the Trustee, at the
address set forth in Section 10 hereof. All remittances required to be made to
the Trustee, as the successor in interest to the Assignor under the 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 2006-3 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),
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the Servicer shall furnish to the Master Servicer (i) (a) monthly loan data in
a mutually agreed-upon format, (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 month 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 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
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 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 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, or
covers the same matters as, a representation or warranty breached by the
Assignor hereunder, the Assignee shall first proceed against Countrywide. If
Countrywide does not within 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.
If the Depositor exercises its option to solicit bids and
terminates the Trust Fund pursuant to Section 11.01(a) of the Trust Agreement,
by no later than the 10th day of the month of the final distribution, the
Depositor shall notify the Trustee, the Securities Administrator and the
Servicer of the final Distribution Date and of the applicable repurchase price
of the Mortgage Loans and REO Properties.
If the Master Servicer, exercises its option to purchase the
Mortgage Loans and terminate the Trust Fund pursuant to Section 11.01(b) of
the Trust Agreement, by no later than the 10th day of the month of the final
distribution, the Master Servicer shall notify the Trustee, the Securities
Administrator and the Servicer of the final Distribution Date and of the
applicable sale price of the Mortgage Loans and REO Properties.
6
In the event that the Master Servicer or such other Person
specified in the Trust Agreement purchases the Mortgage Loans (and REO
Properties) pursuant to Section 11.01(a) or 11.01(b) of the Trust Agreement,
the Trustee is required thereunder to remit to the Securities Administrator
the applicable Termination Price on the Remittance Date immediately preceding
the applicable final Distribution Date. Upon such final deposit with respect
to the Trust Fund and the receipt by the Securities Administrator and the
Custodians of a Request for Release therefor, the Master Servicer shall direct
the Custodians to release and the Custodians shall promptly 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
0
Xxxxxxxxx, XX 00000
Attention: General Counsel
or such other address as may hereafter be furnished by the Servicer;
(b) in the case of Countrywide,
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, N.A.
0 Xxx Xxxx Xxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 10004
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
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(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.
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 2006-3, 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 2006-3, (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 2006-3, or be liable
for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the GSAA Home Equity Trust 2006-3 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/ Xxxxxxxx Xxxx
------------------
Name: Xxxxxxxx Xxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Trustee
By: /s/ Xxxxxxxx X'Xxxxx-Xxxxxxx
----------------------------
Name: Xxxxxxxx X'Xxxxx-Xxxxxxx
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, N.A.,
as Master Servicer
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------
Name: Xxxxxxx X. 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
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[See Exhibit 99.3 as filed with the Commission on March 14, 2006]
EXHIBIT 3
Sale Agreement
[See Exhibit 99.3 as filed with the Commission on March 14, 2006]
