EXECUTION COPY
Exhibit 99.11
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GSAA HOME EQUITY TRUST 2006-19
ASSET-BACKED CERTIFICATES
SERIES 2006-19
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
among
XXXXXXX XXXXX MORTGAGE COMPANY,
as Assignor
GS MORTGAGE SECURITIES CORP.,
as Assignee
and
WACHOVIA MORTGAGE CORPORATION,
as Servicer
Dated as of
November 24, 2006
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated November
24, 2006 (this "Agreement"), among Xxxxxxx Sachs Mortgage Company
("Assignor"), GS Mortgage Securities Corp. ("Assignee") and Wachovia Mortgage
Company (the "Company").
For and in consideration of the mutual promises contained herein
and other good and valuable consideration the receipt and sufficiency of which
are hereby acknowledged, and of the mutual covenants herein contained, the
parties hereto hereby agree as follows:
1. Assignment, Assumption and Conveyance.
The Assignor hereby conveys, sells, grants, transfers and assigns
to the Assignee all of the right, title and interest (other than those rights
specifically retained by the Assignor pursuant to this Agreement) of the
Assignor, as purchaser, in, to and under those certain mortgage loans acquired
through the Xxxxxxx Xxxxx Residential Mortgage Conduit Program (the "Mortgage
Loans") listed on the schedule (the "Mortgage Loan Schedule") attached hereto
as Exhibit A, and (b) solely insofar as it relates to the Mortgage Loans, that
certain Seller's Purchase, Warranties and Servicing Agreement, dated as of
April 1, 2006 (the "Servicing Agreement"), by and between the Assignor, as
owner (the "Owner") and the Company. The Assignor hereby agrees that it will
(i) deliver possession of notes evidencing the Mortgage Loans to, or at the
direction of, the Assignee or its designee and (ii) take in a timely manner
all necessary steps under all applicable laws to convey and to perfect the
conveyance of the Mortgage Loans as required under the Trust Agreement (as
defined below).
The Assignor specifically reserves and does not assign to the
Assignee hereunder (i) any and all right, title and interest in, to and under
and any obligations of the Assignor with respect to any mortgage loans subject
to the Servicing Agreement that are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any
rights and obligations of the Assignor pursuant to the Servicing Agreement
arising prior to the date hereof or (iii) the rights and obligations of the
Owner under the Servicing Agreement relating to the Owner's right to terminate
the Company and the Owner's right to receive information from the Servicer.
The Assignee hereby assumes all of the Assignor's obligations
under the Mortgage Loans and the Servicing Agreement solely insofar as such
obligations relate to the Mortgage Loans, other than the obligations set forth
in clauses (ii) and (iii) of the preceding paragraph.
The parties hereto agree that with respect to the Mortgage Loans
being serviced under the Servicing Agreement the Servicing Fee Rate for the
Mortgage Loans shall be an amount equal to 0.25% of the aggregate principal
balance of the Mortgage Loans.
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2. Recognition of the Company.
From and after the date hereof (the "Securitization Closing
Date"), the Company shall and does hereby recognize that the Assignee will
transfer the Mortgage Loans and assign its rights under the Servicing
Agreement (solely to the extent set forth herein) and this Agreement to U.S.
Bank National Association ("U.S. Bank"), as trustee (including its successors
in interest and any successor trustees under the Trust Agreement, the
"Trustee"), of the GSAA Home Equity Trust 2006-19 (the "Trust") created
pursuant to a Master Servicing and Trust Agreement, dated as of November 1,
2006 (the "Trust Agreement"), among the Assignee, the Trustee, U.S. Bank
National Association, as a custodian, Deutsche Bank National Trust Company, as
a custodian, The Bank of New York Trust Company, N.A., as a custodian and
Xxxxx Fargo Bank, National Association, as master servicer (including its
successors in interest and any successor servicer under the Trust Agreement,
in such capacity, the "Master Servicer"), securities administrator and as a
custodian.
The Company hereby acknowledges and agrees that from and after the
date hereof (i) the Trust will be the owner of the Mortgage Loans and the
Company will be the servicer of the Mortgage Loans on or after the applicable
Securitization Closing Date pursuant to the terms set forth in the Servicing
Agreement as modified hereby, (ii) the Company shall look solely to the Trust
(including the Trustee and the Master Servicer acting on the Trust's behalf)
for performance of any obligations of the Assignor under the Mortgage Loans
and the Servicing Agreement (solely insofar as it relates to the Mortgage
Loans) (except for such obligations of the Assignor retained by the Assignor
hereunder), (iii) the Trust (including the Trustee and the Master Servicer
acting on the Trust's behalf) shall have all the rights and remedies available
to the Assignor, insofar as they relate to (A) the Mortgage Loans and (B) the
Servicing Agreement, including, without limitation, the enforcement of the
document delivery requirements set forth in Article II of the Servicing
Agreement, and shall be entitled to enforce all of the obligations of the
Company thereunder insofar as they relate to the Mortgage Loans, including
without limitation, the remedies for breaches of representations and
warranties set forth in Article III of the Servicing Agreement (except for the
rights and remedies retained by the Assignor hereunder), (iv) all references
to the Owner under the Servicing Agreement insofar as they relate to the
Mortgage Loans shall be deemed to refer to the Trust (except to the extent of
the rights and obligations retained by the Assignor hereunder) (including the
Trustee and the Servicer acting on the Trust's behalf) and (v) the Mortgage
Loans will be part of a REMIC, and the Company shall service the Mortgage
Loans and any real property acquired upon default thereof (including, without
limitation, making or permitting any modification, waiver or amendment of any
term of any Mortgage Loan) after the Securitization Closing Date in accordance
with the Servicing Agreement but in no event in a manner that would (A) cause
the REMIC to fail to qualify as a REMIC or (B) result in the imposition of a
tax upon the REMIC (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code, the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code, and the tax
on "net income from foreclosure property" as set forth in Section 860G(c) of
the Code). Neither the Company nor the Assignor shall amend or agree to amend,
modify, waive, or otherwise alter any of the terms or provisions of the
Servicing Agreement which amendment, modification, waiver or other alteration
would in any way affect the Mortgage Loans or the Company's performance under
the Servicing Agreement with respect to the Mortgage Loans without the prior
written consent of the Master Servicer.
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Notwithstanding anything to the contrary in the Servicing
Agreement, on or before March 15 of each calendar year, commencing in 2007,
the Servicer shall deliver to the Purchaser, the Master Servicer and the
Depositor a report (in form and substance reasonably satisfactory to the
Purchase, the Master Servicer and the Depositor) regarding the Servicer's
assessment of compliance with the Servicing Criteria during the immediately
preceding calendar year, as required under Rules 13a-18 and 15d-18 of the
Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to
the Purchaser, the Master Servicer and the Depositor and signed by an
authorized officer of the Servicer, and shall address the "Applicable
Servicing Criteria" set forth on Exhibit C attached hereto as applicable.
3. Accuracy of Servicing Agreement. The Servicer and the Assignor
represent and warrant to the Assignee that (i) attached hereto as Exhibit B 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 as to
the Mortgage Loans and (iv) no notice of termination has been given to the
Servicer under the Servicing Agreement.
4. Modification of the Servicing Agreement. Only in so far as it
relates to the Mortgage Loans, the Servicer and the Assignor hereby amend the
Servicing Agreement as follows:
(a) The definition of "Business Day" set forth in Article I
shall be deleted in its entirety and replaced with the following:
"Business Day: Any day other than (i) a Saturday or a Sunday, or
(ii) a legal holiday in the States of New York, North Carolina, Maryland or
Minnesota, or (iii) a day on which banks in the States of New York or North
Carolina are authorized or obligated by law or executive order to be closed.
(b) The definition of "Servicing Fee Rate" set forth in
Article I shall be deleted in its entirety and replaced with the following:
"Servicing Fee Rate: With respect to each Mortgage Loan,
0.25% per annum."
(c) The fourth paragraph of Section 4.13 shall be deleted in
its entirety and replaced with the following:
"The Servicer shall use its best efforts to dispose of the
REO Property as soon as possible and shall sell such REO Property in any event
within one year after title has been taken to such REO Property, unless (i) a
REMIC election has not been made with respect to the arrangement under which
the Mortgage Loans and the REO Property are held, and (ii) the Servicer
determines, and gives an appropriate notice to the Purchaser to such effect,
that a longer period is necessary for the orderly liquidation of such REO
Property; provided however, that the Servicer agrees not to sell or dispose of
any such REO Property to a person who acquires such REO Property using a
purchase money mortgage. If a period longer than one year is permitted under
the foregoing sentence and is necessary to sell any REO Property, the Servicer
shall report monthly to the Purchaser as to the progress being made in selling
such REO Property, and
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provided further, that if the Servicer is unable to sell such REO Property
within three years of acquisition, the Servicer shall obtain an extension from
the Internal Revenue Service. If as of the date title to any REO Property was
acquired by the Seller there were outstanding unreimbursed Servicing Advances
with respect to the REO Property, the Seller shall be entitled to immediate
reimbursement from the Purchaser for any related unreimbursed Servicing
Advances. The disposition of REO Property shall be carried out by the Seller
at such price, and upon such terms and conditions, as the Seller deems to be
in the best interests of the Purchaser."
(d) A new paragraph shall be added to the end of Section
4.04 which shall read as follows:
"With respect to any remittance received by the Owner after
the Business Day on which such payment was due, the Servicer shall pay to the
Owner interest on any such late payment at an annual rate equal to the Prime
Rate, adjusted as of the date of each change, plus two (2) percentage points,
but in no event greater than the maximum amount permitted by applicable law.
Such interest shall be deposited in the Custodial Account by the Servicer on
the date such late payment is made and shall cover the period commencing with
the day immediately following the day the payment was due and ending with the
Business Day on which such payment is made, both inclusive. Such interest
shall be remitted along with the distribution payable on the next succeeding
Remittance Date. The payment by the Servicer of any such interest shall not be
deemed an extension of time for payment or a waiver of any Event of Default by
the Servicer."
(e) a new section, Section 11.19 shall be added immediately
following Section 11.18 which shall read as follows:
"Section 11.19 Third-Party Beneficiary. Xxxxx Fargo Bank, National
Association, as master servicer under the Master Servicing and Trust
Agreement, dated as of November 1, 2006, among GS Mortgage Securities Corp.,
as depositor, U.S. Bank National Association, as trustee and as a custodian,
Deutsche Bank National Trust Company, as a custodian, The Bank of New York
Trust Company, N.A., as custodian and Xxxxx Fargo Bank, National Association,
as master servicer, securities administrator and as a custodian shall be
considered a third-party beneficiary to this Agreement entitled to all of the
rights and benefits accruing to it as if it were a direct party to this
Agreement."
5. Representations and Warranties of the Company.
(a) The Company warrants and represents to and covenants with, the
Assignor, the Assignee and the Trust as of the date hereof that:
(b) The Company is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its formation;
(c) The Company has full power and authority to execute, deliver
and perform its obligations under this Agreement and has full power and
authority to perform its obligations under the Servicing Agreement. The
execution by the Company of this Agreement is in the ordinary course of the
Company's business and will not conflict with, or result in a breach of, any
of the terms, conditions or provisions of the Company's charter or bylaws or
any legal
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restriction, or any material agreement or instrument to which the Company is
now a party or by which it is bound, or result in the violation of any law,
rule, regulation, order, judgment or decree to which the Company or its
property is subject. The execution, delivery and performance by the Company of
this Agreement have been duly authorized by all necessary corporate action on
part of the Company. This Agreement has been duly executed and delivered by
the Company, and, upon the due authorization, execution and delivery by the
Assignor and the Assignee, will constitute the valid and legally binding
obligation of the Company, enforceable against the Company in accordance with
its terms except as enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws now or hereafter
in effect relating to creditors' rights generally, and by general principles
of equity regardless of whether enforceability is considered in a proceeding
in equity or at law;
(d) No consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is required
to be obtained or made by the Company in connection with the execution,
delivery or performance by the Company of this Agreement or the consummation
by it of the transaction contemplated hereby;
(e) The Company shall establish a Custodial Account and an Escrow
Account under the Servicing Agreement in favor of the Trust with respect to
the Mortgage Loans separate from the Custodial Account and Escrow Account
previously established under the Servicing Agreement in favor of the Assignor;
(f) There is no action, suit, proceeding or investigation pending
or threatened against the Company, before any court, administrative agency or
other tribunal, which would draw into question the validity of this Agreement
or the Servicing Agreement, or which, either in any one instance or in the
aggregate, is likely to result in any material adverse change in the ability
of the Company to perform its obligations under this Agreement or the
Servicing Agreement, and the Company is solvent;
(g) The Company has serviced the Mortgage Loans in accordance with
the Servicing Agreement; and
(j) Pursuant to Section 9.01 of the Servicing Agreement, the
Company hereby represents and warrants, for the benefit of the Assignor, the
Assignee and the Trust, that the representations and warranties set forth in
Section 3.01 of the Servicing Agreement are true and correct as of the date
hereof as if such representations and warranties were made on the date hereof.
6. Representations and Warranties of the Assignor.
The Assignor warrants and represents to the Assignee and the Trust
as of date hereof that:
(a) Prior Assignments; Pledges. Except for the sale to the
Assignee, the Assignor has not assigned or pledged any Mortgage Note or the
related Mortgage or any interest or participation therein;
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(b) Releases. The Assignor has not satisfied, canceled or
subordinated in whole or in part, or rescinded any Mortgage, and the Assignor
has not released the related Mortgaged Property from the lien of any Mortgage,
in whole or in part, nor has the Assignor executed an instrument that would
effect any such release, cancellation, subordination, or rescission. The
Assignor has not released any Mortgagor, in whole or in part, except in
connection with an assumption agreement or other agreement approved by the
related federal insurer, to the extent such approval was required;
(c) No Waiver. The Assignor has not waived the performance by any
Mortgagor of any action, if such Mortgagor's failure to perform such action
would cause the Mortgage Loan to be in default, nor has the Company waived any
default resulting from any action or inaction by such Mortgagor;
(d) Compliance with Applicable Laws. With respect to each Mortgage
Loan, any and all requirements of any federal, state or local law including,
without limitation, usury, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity, predatory
and abusive lending or disclosure laws applicable to such Mortgage Loan,
including without limitation, any provisions relating to prepayment charges,
have been complied with;
(e) High Cost. With respect to the Mortgage Loans, no Mortgage
Loan is categorized as "High Cost" pursuant to the then-current Standard &
Poor's Glossary for File Format for LEVELS(R) Version 5.7, Appendix E, as
revised from time to time and in effect as of the Original Purchase Date.
Furthermore, none of the Mortgage Loans sold by the Seller are classified as
(a) a "high cost mortgage" loan under the Home Ownership and Equity Protection
Act of 1994 or (b) a "high cost home," "covered," "high-cost," "high-risk
home," or "predatory" loan under any other applicable state, federal or local
law;
(f) Georgia Fair Lending Act. No Mortgage Loan is secured by a
property in the state of Georgia and originated between October 1, 2002 and
March 7, 2003;
(g) Qualified Mortgage Loan. Each Mortgage Loan is a "qualified
mortgage" under Section 860G(a)(3) of the Internal Revenue Code of 1986, as
amended; and
(h) Credit Reporting. The Assignor will cause to be fully
furnished, in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information (i.e., favorable
and unfavorable) on Mortgagor credit files to Equifax, Experian and Trans
Union Credit Information Company (three of the credit repositories), on a
monthly basis; and
(i) Prepayment Premiums. To the Assignor's knowledge, with respect
to any Mortgage Loan that contains a provision permitting imposition of a
Prepayment Premium prior to maturity: (a) prior to the Mortgage Loan's
origination, the borrower agreed to such premium in exchange for a monetary
benefit, including but not limited to a rate or fee reduction; (b) prior to
the Mortgage Loan's origination, the borrower was offered the option of
obtaining a Mortgage Loan that did not require payment of such a premium; (c)
the prepayment premium is adequately disclosed to the borrower pursuant to
applicable state and federal law; (d) no Mortgage Loan
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originated on or after October 1, 2002 will impose a prepayment premium for a
term in excess of three (3) years and any Mortgage Loans originated prior to
such date will not impose Prepayment Premiums in excess of five (5) years; in
each case unless the Mortgage Loan was modified to reduce the prepayment
period to no more than three (3) years from the date of the note and the
borrower was notified in writing of such reduction in prepayment period; and
(e) notwithstanding any state or federal law to the contrary, the Servicer
shall not impose such Prepayment Premium in any instance when the Mortgage
Loan is accelerated or paid off in connection with the workout of a delinquent
mortgage or due to the borrower's default.
7. Remedies for Breach of Representations and Warranties of the
Assignor.
With respect to the Mortgage Loans, the Assignor hereby
acknowledges and agrees that in the event of any breach of the representations
and warranties made by the Assignor set forth in Section 5 hereof or as set
forth in the Servicing Agreement that materially and adversely affects the
value of the Mortgage Loans or the interest of the Assignee or the Trust
therein, within sixty (60) days of the earlier of either discovery by or
notice to the Assignor of such breach of a representation or warranty, it
shall cure, purchase, cause the purchase of, or substitute for the applicable
Mortgage Loan in the same manner and subject to the conditions set forth in
the Servicing Agreement.
8. Miscellaneous.
(a) This Agreement shall be construed in accordance with the laws
of the State of New York, without regard to conflicts of law principles, and
the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
(b) No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Trustee.
(c) This Agreement shall inure to the benefit of (i) the
successors and assigns of the parties hereto and (ii) the Trust (including the
Trustee and the Master Servicer acting on the Trust's behalf). Any entity into
which the Assignor, Assignee or the Company may be merged or consolidated
shall, without the requirement for any further writing, be deemed Assignor,
Assignee or the Company, respectively, hereunder.
(d) Each of this Agreement and the Servicing Agreement shall
survive the conveyance of the Mortgage Loans to the Trust and the assignment
of the purchase agreements and the Servicing Agreement (to the extent assigned
hereunder) by the Assignor to the Assignee and by Assignee to the Trust and
nothing contained herein shall supersede or amend the terms of the purchase
agreements and the Servicing Agreement.
(e) This Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original and all such
counterparts shall constitute one and the same instrument.
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(f) In the event that any provision of this Agreement conflicts
with any provision of the purchase agreements or the Servicing Agreement with
respect to the Mortgage Loans, the terms of this Agreement shall control.
(g) Capitalized terms used in this Agreement (including the
exhibits hereto) but not defined in this Agreement shall have the meanings
given to such terms in the purchase agreements or the Servicing Agreement, as
applicable.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the date first above written.
GS MORTGAGE SECURITIES CORP.
By:
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Name:
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Title:
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XXXXXXX XXXXX MORTGAGE COMPANY
By: XXXXXXX SACHS REAL ESTATE
FUNDING CORP., its General Partner
By: /s/ Xxxxxxxx Xxxx
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Name: Xxxxxxxx Xxxx
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Title: Vice President
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WACHOVIA MORTGAGE CORPORATION, as Servicer
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Vice President
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EXHIBIT A
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Mortgage Loan Schedule
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[On File with the Securities Administrator as provided by the Depositor]
2-1
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EXHIBIT B
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Servicing Agreement
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[On File with the Depositor]
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EXHIBIT C
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Form of Servicing Matrix
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Servicing Criteria to be Addressed in Assessment of Compliance
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The assessment of compliance to be delivered by [the Company] [Name
of Subservicer] shall address, at a minimum, the criteria identified as below
as "Applicable Servicing Criteria":
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APPLICABLE
SERVICING
SERVICING CRITERIA CRITERIA
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Reference Criteria
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General Servicing Considerations
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Policies and procedures are instituted to monitor any performance or other triggers
1122(d)(1)(i) and events of default in accordance with the transaction agreements. X
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If any material servicing activities are outsourced to third parties, policies and
procedures are instituted to monitor the third party's performance and compliance X
1122(d)(1)(ii) with such servicing activities.
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Any requirements in the transaction agreements to maintain a back-up servicer for the
1122(d)(1)(iii) mortgage loans are maintained.
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A fidelity bond and errors and omissions policy is in effect on the party participating
in the servicing function throughout the reporting period in the amount of coverage X
1122(d)(1)(iv) required by and otherwise in accordance with the terms of the transaction agreements.
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Cash Collection and Administration
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Payments on mortgage loans are deposited into the appropriate custodial bank
accounts and related bank clearing accounts no more than two business days X
following receipt, or such other number of days specified in the transaction
1122(d)(2)(i) agreements.
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Disbursements made via wire transfer on behalf of an obligor or to an investor are X
1122(d)(2)(ii) made only by authorized personnel.
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Advances of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made, reviewed and X
1122(d)(2)(iii) approved as specified in the transaction agreements.
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The related accounts for the transaction, such as cash reserve accounts or accounts
established as a form of overcollateralization, are separately maintained (e.g., with X
1122(d)(2)(iv) respect to commingling of cash) as set forth in the transaction agreements.
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Each custodial account is maintained at a federally insured depository institution as
set forth in the transaction agreements. For purposes of this criterion, "federally
insured depository institution" with respect to a foreign financial institution means a X
foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the
1122(d)(2)(v) Securities Exchange Act.
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1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. X
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Reconciliations are prepared on a monthly basis for all asset-backed securities related
bank accounts, including custodial accounts and related bank clearing accounts.
These reconciliations are (A) mathematically accurate; (B) prepared within 30
calendar days after the bank statement cutoff date, or such other number of days
specified in the transaction agreements; (C) reviewed and approved by someone other X
than the person who prepared the reconciliation; and (D) contain explanations for
reconciling items. These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days specified in the transaction
1122(d)(2)(vii) agreements.
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APPLICABLE
SERVICING
SERVICING CRITERIA CRITERIA
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Reference Criteria
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Investor Remittances and Reporting
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Reports to investors, including those to be filed with the Commission, are maintained X
in accordance with the transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are prepared in accordance with
timeframes and other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in the transaction
agreements; (C) are filed with the Commission as required by its rules and
regulations; and (D) agree with investors' or the trustee's records as to the total
1122(d)(3)(i) unpaid principal balance and number of mortgage loans serviced by the Servicer.
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Amounts due to investors are allocated and remitted in accordance with timeframes, X
1122(d)(3)(ii) distribution priority and other terms set forth in the transaction agreements.
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Disbursements made to an investor are posted within two business days to the
Servicer's investor records, or such other number of days specified in the transaction X
1122(d)(3)(iii) agreements.
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Amounts remitted to investors per the investor reports agree with cancelled checks, or X
1122(d)(3)(iv) other form of payment, or custodial bank statements.
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Pool Asset Administration
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Collateral or security on mortgage loans is maintained as required by the transaction X
1122(d)(4)(i) agreements or related mortgage loan documents.
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Mortgage loan and related documents are safeguarded as required by the transaction X
1122(d)(4)(ii) agreements
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Any additions, removals or substitutions to the asset pool are made, reviewed and X
approved in accordance with any conditions or requirements in the transaction
1122(d)(4)(iii) agreements.
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Payments on mortgage loans, including any payoffs, made in accordance with the
related mortgage loan documents are posted to the Servicer's obligor records
maintained no more than two business days after receipt, or such other number of X
days specified in the transaction agreements, and allocated to principal, interest or
1122(d)(4)(iv) other items (e.g., escrow) in accordance with the related mortgage loan documents.
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The Servicer's records regarding the mortgage loans agree with the Servicer's records X
1122(d)(4)(v) with respect to an obligor's unpaid principal balance.
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Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan
modifications or re-agings) are made, reviewed and approved by authorized X
personnel in accordance with the transaction agreements and related pool asset
1122(d)(4)(vi) documents.
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Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds
in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, X
conducted and concluded in accordance with the timeframes or other requirements
1122(d)(4)(vii) established by the transaction agreements.
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Records documenting collection efforts are maintained during the period a mortgage
loan is delinquent in accordance with the transaction agreements. Such records are
maintained on at least a monthly basis, or such other period specified in the
transaction agreements, and describe the entity's activities in monitoring delinquent X
mortgage loans including, for example, phone calls, letters and payment rescheduling
plans in cases where delinquency is deemed temporary (e.g., illness or
1122(d)(4)(viii) unemployment).
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Adjustments to interest rates or rates of return for mortgage loans with variable rates X
1122(d)(4)(ix) are computed based on the related mortgage loan documents.
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APPLICABLE
SERVICING
SERVICING CRITERIA CRITERIA
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Reference Criteria
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Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such
funds are analyzed, in accordance with the obligor's mortgage loan documents, on at
least an annual basis, or such other period specified in the transaction agreements; (B) X
interest on such funds is paid, or credited, to obligors in accordance with applicable
mortgage loan documents and state laws; and (C) such funds are returned to the
obligor within 30 calendar days of full repayment of the related mortgage loans, or
1122(d)(4)(x) such other number of days specified in the transaction agreements.
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Payments made on behalf of an obligor (such as tax or insurance payments) are made
on or before the related penalty or expiration dates, as indicated on the appropriate
bills or notices for such payments, provided that such support has been received by X
the servicer at least 30 calendar days prior to these dates, or such other number of
1122(d)(4)(xi) days specified in the transaction agreements.
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Any late payment penalties in connection with any payment to be made on behalf of
an obligor are paid from the servicer's funds and not charged to the obligor, unless X
1122(d)(4)(xii) the late payment was due to the obligor's error or omission.
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Disbursements made on behalf of an obligor are posted within two business days to
the obligor's records maintained by the servicer, or such other number of days X
1122(d)(4)(xiii) specified in the transaction agreements.
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Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in X
1122(d)(4)(xiv) accordance with the transaction agreements.
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Any external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth in the
1122(d)(4)(xv) transaction agreements.
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[Servicer]
Date: _________________________
By:
Name: ________________________________
Title: ________________________________
