Exhibit 99.15
Execution Copy
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GSAA HOME EQUITY TRUST 2006-20
ASSET-BACKED CERTIFICATES
SERIES 2006-20
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
December 29, 2006
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated December 29,
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.
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 2006-20 (the "Trust") created pursuant to a Master
Servicing and Trust Agreement, dated as of December 1, 2006 (the "Trust
Agreement"), among the Assignee, the Trustee, U.S. Bank, as a custodian,
Deutsche Bank National Trust Company, as a custodian, The Bank of New York
Trust Company, National Association, 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") and securities administrator.
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 and securities administrator under the Master
Servicing and Trust Agreement, dated as of December 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, National Association, as a custodian and Xxxxx
Fargo Bank, National Association, as master servicer and securities
administrator 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: /s/ Xxxxxxxx Xxxx
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Name: Xxxxxxxx Xxxx
Title: Vice President
XXXXXXX XXXXX MORTGAGE
COMPANY
By: XXXXXXX SACHS REAL ESTATE
FUNDING CORP., its General Partner
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
WACHOVIA MORTGAGE
CORPORATION, as Servicer
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
EXHIBIT A
Mortgage Loan Schedule
[On File with the Securities Administrator as provided by the Depositor]
2-1
EXHIBIT B
Servicing Agreement
[On File with the Depositor]
EXHIBIT C
Form of Servicing Matrix
Servicing Criteria to be Addressed in Assessment of Compliance
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":
APPLICABLE
SERVICING
SERVICING CRITERIA CRITERIA
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Reference Criteria
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General Servicing Considerations
Policies and procedures are instituted to monitor any performance
or other triggers and events of default in accordance with the
1122(d)(1)(i) transaction agreements. X
If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
1122(d)(1)(ii) activities. X
Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii) back-up servicer for the mortgage loans are maintained.
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
required by and otherwise in accordance with the terms of
1122(d)(1)(iv) the transaction agreements X
Cash Collection and Administration
Payments on mortgage loans are deposited into the
appropriate custodial bank accounts and related bank
clearing accounts no more than two business days following
receipt, or such other number of days specified in the
1122(d)(2)(i) transaction agreements. X
Disbursements made via wire transfer on behalf of an
obligor or to an investor are made only by authorized
1122(d)(2)(ii) personnel. X
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 approved
1122(d)(2)(iii) as specified in the transaction agreements. X
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 respect to commingling of cash) as set forth in the
1122(d)(2)(iv) transaction agreements. X
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 foreign financial institution
that meets the requirements of Rule X 13k-1(b)(1) of the
1122(d)(2)(v) Securities Exchange Act. X
Unissued checks are safeguarded so as to prevent unauthorized
1122(d)(2)(vi) access. X
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 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
1122(d)(2)(vii) specified in the transaction agreements. X
APPLICABLE
SERVICING
SERVICING CRITERIA CRITERIA
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Reference Criteria
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Investor Remittances and Reporting
Reports to investors, including those to be filed with the
Commission, are maintained 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 unpaid
principal balance and number of mortgage loans serviced by the
1122(d)(3)(i) Servicer. X
Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and other
1122(d)(3)(ii) terms set forth in the transaction agreements. X
Disbursements made to an investor are posted within two
business days to the Servicer's investor records, or such
1122(d)(3)(iii) other number of days specified in the transaction agreements. X
Amounts remitted to investors per the investor reports agree
with cancelled checks, or other form of payment, or custodial
1122(d)(3)(iv) bank statements X
Pool Asset Administration
Collateral or security on mortgage loans is maintained as
required by the transaction agreements or related mortgage loan
1122(d)(4)(i) documents. X
Mortgage loan and related documents are safeguarded as required
1122(d)(4)(ii) by the transaction agreements X
Any additions, removals or substitutions to the asset pool
are made, reviewed and approved in accordance with any
1122(d)(4)(iii) conditions or requirements in the transaction agreements. X
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 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. X
The Servicer's records regarding the mortgage loans agree
with the Servicer's records with respect to an obligor's
1122(d)(4)(v) unpaid principal balance. X
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 personnel in accordance
with the transaction agreements and related pool asset
1122(d)(4)(vi) documents. X
Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures
and repossessions, as applicable) are initiated, conducted
and concluded in accordance with the timeframes or other requirements
1122(d)(4)(vii) established by the transaction agreements. X
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
mortgage loans including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency
1122(d)(4)(viii) is deemed temporary (e.g., illness or unemployment). X
Adjustments to interest rates or rates of return for
mortgage loans with variable rates are computed based on
1122(d)(4)(ix) the related mortgage loan documents. X
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)
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 such other
1122(d)(4)(x) number of days specified in the transaction agreements. X
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 the servicer at
least 30 calendar days prior to these dates, or such
1122(d)(4)(xi) other number of days specified in the transaction agreements. X
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 the late payment was due to the obligor's error
1122(d)(4)(xii) or omission. X
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 specified in the
1122(d)(4)(xiii) transaction agreements. X
Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
1122(d)(4)(xiv) agreements. X
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
[Servicer]
Date: _________________________
By:
Name: ________________________________
Title: ________________________________
