Exhibit 99.7
EXECUTION COPY
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
among
XXXXXXX XXXXX MORTGAGE COMPANY,
as Assignor
GS MORTGAGE SECURITIES CORP.,
as Assignee
and
SAXON MORTGAGE SERVICES, INC.
as Servicer
Dated as of
February 6, 2006
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this "Assignment
Agreement") made this 6th day of February, 2006, among Saxon Mortgage
Services, Inc., (the "Servicer"), GS Mortgage Securities Corp.9, as assignee
(the "Assignee") and Xxxxxxx Xxxxx Mortgage Company, as assignor (the
"Assignor").
WHEREAS, the Assignor and the Servicer have entered into the Flow
Servicing Rights Purchase and Servicing Agreement, dated as of December 19,
2005 (the "Servicing Agreement"), pursuant to which the Assignor sold to the
Servicer all right, title and interest in and to, and all economic benefit
derived from, the servicing rights related to certain mortgage to be purchased
by the Assignor from time to time;
WHEREAS, the Assignor and Ameriquest Mortgage Company ("Ameriquest")
have entered into the Amended and Restated Flow Mortgage Loan Purchase and
Warranties Agreement, dated as of June 1, 2005 (the "Sale Agreement"),
pursuant to which Ameriquest sold to the Assignor certain mortgage loans on a
servicing released basis listed on the mortgage loan schedule attached as an
exhibit to the Trust Agreement (as defined below);
WHEREAS, the Assignee has agreed on certain terms and conditions to
purchase from the Assignor certain of the mortgage loans (the "Mortgage
Loans"), which are subject to the provisions of the Sale Agreement and are
listed on the mortgage loan schedule attached as Exhibit 1 hereto (the
"Mortgage Loan Schedule");
WHEREAS, the Servicer regularly services residential mortgage loans
and has agreed to service the Mortgage Loans pursuant to the terms of the
Servicing Agreement; and
WHEREAS, pursuant to a Master Servicing and Trust Agreement, dated as
of January 1, 2006 (the "Trust Agreement"), among GS Mortgage Securities
Corp., as depositor, Deutsche Bank National Trust Company, as trustee (in such
capacity, the "Trustee"), and as custodian (in such capacity, the "Custodian")
and Xxxxx Fargo Bank, N.A., as master servicer (in such capacity, the "Master
Servicer"), and as securities administrator (in such capacity, the "Securities
Administrator"), the Assignee will transfer the Mortgage Loans to the Trustee,
together with the Assignee's rights under the Servicing Agreement, to the
extent relating to the Mortgage Loans (other than the rights of the Assignor
(and if applicable its affiliates, officers, directors and agents) 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 Servicing Agreement, to the extent relating to the Mortgage Loans (other
than the rights of the Assignor (and if applicable its affiliates, officers,
directors and agents) to indemnification thereunder), and the Assignee hereby
assumes all of the Assignor's obligations under the Servicing Agreement, to
the extent relating to
the Mortgage Loans, from and after the date hereof, 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 the date hereof, 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 date of the
Servicing 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; provided, however, that such amendment, modification or termination
shall not affect or be binding on the Assignee.
2. 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) a new defined term "Annual Statement of Compliance" will be added
to Article I after the term "Annual Independent Public Accountant's Servicing
Report" as follows:
"Annual Statement of Compliance: A report prepared by a responsible
officer of the Servicer detailing any exceptions to the Servicer's fulfillment
of its obligations under this Agreement."
(b) the definition of "Determination Date" in Article I of the shall
be amended by deleting the definition in its entirety and replacing it with
the following:
"Determination Date. The fifteenth (15th) day of any month, or if
such fifteenth (15th) day is not a Business Day, the immediately preceding
Business Day."
(c) the definition of "Due Period" in Article I of the shall be
amended by deleting the definition in its entirety and replacing it with the
following:
"Due Period. With respect to each Remittance Date, the period
commencing on the second day of the month preceding the month of the
Determination Date and ending in the first day of the month in which such
Determination Date occurs."
(d) a new defined term "Monthly Advances" will be added to Article I
after the term "Loan-to-Value Ratio" as follows:
"Monthly Advances. The portion of each Monthly Payment that is
delinquent with respect to each Mortgage Loan at the close of business on the
Determination Date required to be advanced by the Servicer pursuant to Section
3.03 on the Business Day immediately preceding the Remittance Date of the
related month."
(e) a new defined term "Principal Prepayment Interest Excess" will be
added to Article I after the term "Principal Prepayment" as follows:
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Principal Prepayment Interest Excess: Amounts in respect of interest
paid on Principal Prepayments received during that portion of a Prepayment
Period from the related Due Date to the end of the Prepayment Period.
(f) the definition of "Principal Prepayment Period" in Article I of
the shall be amended by deleting the definition in its entirety and replacing
it with the following:
Principal Prepayment Period: With respect to any Distribution Date,
(A) the period commencing on the 16th day of the month preceding the month in
which the Distribution Date occurs (or in the case of the first Distribution
Date, January 1, 2006) and ending on the 15th day of the month in which such
Distribution Date occurs, for purposes of prepayments in full; and (B) the
calendar month immediately preceding the month in which the Distribution Date
occurs, for any other purpose.
(g) the definition of "Remittance Date" in Article I of the shall be
amended by deleting the definition in its entirety and replacing it with the
following:
"Remittance Date. With respect to each Mortgage Loan: the
twenty-fourth (24th) day of any month, beginning with the twenty-fourth (24th)
day of the month next following the month in which the related Cut-off Date
occurs, or if such twenty-fourth (24th) day is not a Business Day, the
immediately preceding Business Day, beginning in February 2006."
(h) the definition of "Servicing Advances" shall be amended by adding
the words "other than Monthly Advances" after the words "costs and expenses"
in the second line of the definition.
(i) Section 2.06 shall be amended as follows:
i. clause (i) shall be amended by being deleted in its
entirety and replaced with the following: "all payments
on account of principal on the Mortgage Loans, including
all Principal Prepayments (other than any Principal
Prepayment Interest Excess which the Servicer is entitled
to receive as additional servicing compensation);"
ii. "and" shall be deleted from the end of subsection (viii);
iii. subsection (ix) shall be amended by deleting the "." at
the end of subsection (ix) and replacing it with "; and"
iv. a new subsection (x) shall be added to Section 2.06
immediately following subsection (ix) which shall be as
follows:
"(x) with respect to each Principal Prepayment including, for this
purpose, the principal portion of Insurance Proceeds, Condemnation Proceeds,
and Liquidation Proceeds an amount (to be paid by the Servicer out of its own
funds, but not in excess of its aggregate Servicing Fee for the related Due
Period) which, when added to all amounts allocable to interest received in
connection with the Principal Prepayment, equals one month's interest on the
amount of principal so prepaid at the Mortgage Loan Remittance Rate."
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(j) Section 2.07 shall be amended as follows:
i. "and" shall be deleted from the end of subsection (viii);
ii. subsection (ix) shall be amended by deleting the "." at
the end of subsection (ix) and replacing it with "; and"
iii. a new subsection (x) shall be added to Section 2.07
immediately following subsection (ix) which shall be as
follows:
"(x) to reimburse itself for Monthly Advances of the Servicer's funds
made pursuant to Section 3.03, the Servicer's right to reimburse itself
pursuant to this subclause (x) being limited to related Liquidation Proceeds,
Condemnation Proceeds, Insurance Proceeds and such other amounts as may be
collected by the Servicer from the Mortgagor or otherwise relating to the
Mortgage Loan, including amounts received on the related Mortgage Loan which
represent late payments of principal and/or interest respecting which any such
advance was made, it being understood that, in the case of any such
reimbursement, the Servicer's right thereto shall be prior to the rights of
Purchaser."
(k) Section 2.17, paragraph three, shall be deleted in its entirety
and replaced with the following paragraph:
"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 Mortgage Loan to a person who acquires such Mortgage Loan 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 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."
(l) Section 3.01 shall be amended by deleting the second sentence in
the second paragraph and replacing it with the following:
"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 Business Day on which such payment was due and ending with
the Business Day on which such payment is made, both inclusive."
(m) Section 3.03 shall be amended by deleting it in its entirety and
replacing it with the following:
"On the Business Day immediately preceding each Remittance Date, the
Servicer shall deposit in the Custodial Account from its own funds or from
amounts held for future distribution, an amount equal to all Monthly Payments
(with interest adjusted to the Mortgage
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Loan Remittance Rate) which were due on the Mortgage Loans during the
applicable Due Period and which were delinquent at the close of business on
the Determination Date immediately preceding such Remittance Date or which
were deferred pursuant to Section 4.01. Any amounts held for future
distribution and so used shall be replaced by the Servicer by deposit into the
Custodial Account on or before any future Remittance Date if funds in the
Custodial Account on such Remittance Date shall be less than payments to the
Purchaser required to be made on such Remittance Date. Notwithstanding the
foregoing, the Servicer shall not be permitted to make any advances from
amounts held for future distribution, and instead shall be required to make
all advances from its own funds, unless the Servicer, its parent, or their
respective successors hereunder shall have a long term credit rating of at
least "A" by Fitch, Inc., or the equivalent rating of another Rating Agency.
The Servicer's obligation to make such Monthly Advances as to any Mortgage
Loan will continue through the last Monthly Payment due prior to the payment
in full of the Mortgage Loan, or through the last Remittance Date prior to the
Remittance Date for the distribution of all Liquidation Proceeds and other
payments or recoveries (including Insurance Proceeds and Condemnation
Proceeds) with respect to the Mortgage Loan or REO Property; provided,
however, that such obligation shall cease if the Servicer determines, in its
sole reasonable opinion, that advances with respect to such Mortgage Loan are
non recoverable by the Servicer from Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds, or otherwise with respect to a particular Mortgage
Loan. In the event that the Servicer determines that any such advances are non
recoverable, the Servicer shall provide the Purchaser with a certificate
signed by two officers of the Servicer evidencing such determination.
(n) Section 4.04 shall be amended by adding the words "March 15 of
each year, starting in" after the words "on or before" in the second line of
the sentence.
(o) Section 4.05 shall be amended by adding the words "March 15 of
each year, starting in" after the words "On or before" in the first line of
the sentence.
(p) Section 6.01(b) shall be amended by deleting the second sentence
in the second paragraph and replacing it with the following:
"Any such notice of removal shall be in writing and delivered to the
Servicer by registered mail prior to the effective date of removal."
(q) Section 15.04 shall be amended by changing "March 1" in the first
sentence to "March 15".
(r) Section 15.05 shall be amended by deleting the words "March 1" in
clause (a) and replacing it with "March 15".
(s) a new section, Section 16, will be added immediately following
Section 15.07 which shall read as follows:
"Section 16 Third-Party Beneficiary.
Xxxxx Fargo Bank, N.A. as master servicer and securities
administrator under the Master Servicing and Trust Agreement, dated as of
January 1, 2006, among GS Mortgage Securities Corp., Deutsche Bank National
Trust Company and Xxxxx Fargo Bank, N.A., shall be
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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."
(t) "Exhibit 12" will be amended by deleting it in its entirety and
replacing it as set forth in Exhibit 3 of this Assignment Agreement.
3. Accuracy of Servicing Agreement. 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)
except as provided in Section 2 above, the Servicing Agreement has not been
amended or modified in any respect 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 Article X and
Section 15.02 of the Servicing Agreement are true and correct as of the
Transfer Date (as such term is defined in the Servicing Agreement).
4. Recognition of Assignee. 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, Servicer and Assignee that the Servicing
Agreement shall be binding upon and inure to the benefit of the Servicer and
the Assignee and their successors and assigns.
5. 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 or the
Servicer other than those contained in the Servicing 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.
(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).
6. Representations and Warranties of the Assignor. The Assignor
hereby represents and warrants to the Assignee as follows:
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(a) Organization. The Assignor has been duly organized and is validly
existing as a limited partnership in good standing under the laws of the State
of New York with full power and authority (corporate and other) to enter into
and perform its obligations under the Servicing 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.
(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.
7. Continuing Effect. Except as contemplated hereby, the Servicing
Agreement shall remain in full force and effect in accordance with its
respective terms.
8. 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).
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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.
9. Notices. Any notices or other communications permitted or required
hereunder or under the Servicing 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,
Saxon Mortgage Services, Inc
0000 Xxxxxxxxxx Xx. Xxxxx
Xxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxx, President
with a copy to:
Saxon Mortgage Services, Inc.
0000 Xxx Xxxx
Xxxx Xxxxx, Xxxxxxxx 00000
Attn: General Counsel
or such other address as may hereafter be furnished by the Servicer;
(b) in the case of the Assignee,
GS Mortgage Securities Corp.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Tel.: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
GS Mortgage Securities Corp.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
Tel.: (000) 000-0000
Fax: (000) 000-0000
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or such other address as may hereafter be furnished by the Assignee, and
(c) in the case of the Assignor,
Xxxxxxx Sachs Mortgage Company
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
Tel.: (000) 000-0000
Fax: (000) 000-0000
or such other address as may hereafter be furnished by the Assignor.
10. 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.
11. Definitions. Any capitalized term used but not defined in this
Assignment Agreement has the meaning assigned thereto in the Servicing
Agreement.
12. Third Party Beneficiary. The parties agree that the Trustee is
intended to be, and shall have the rights of, a third party beneficiary of
this Assignment Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement the day and year first above written.
XXXXXXX SACHS MORTGAGE
COMPANY
By: Xxxxxxx Xxxxx Real Estate Funding
Corp., its General Partner
By: /s/ Xxxxxxxx Xxxx
---------------------------------
Name: Xxxxxxxx Xxxx
Title: Vice President
GS MORTGAGE SECURITIES CORP.
By: /s/ Xxxx Xxxxx
---------------------------------
Name: Xxxx Xxxxx
Title: Managing Director
SAXON MORTGAGE SERVICES, INC.
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
Title: EVP
EXHIBIT 1
Mortgage Loan Schedule
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EXHIBIT 2
Servicing Agreement
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EXHIBIT 3
Form of Exhibit 12 to the Servicing Agreement
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EXHIBIT 12
Form of Annual Certification
I, ______________________, Vice President of Saxon Mortgage Services, Inc.,
(the "Company"), certify to __________________, and its officers, directors,
agents and affiliates (in its role as ____________, the "____________"), and
with the knowledge and intent that they will rely upon this certification,
that:
(i) I have reviewed the servicer compliance statement of the Company provided
in accordance with Item 1123 of Regulation AB (the "Compliance Statement"),
the report on assessment of the Company's compliance with the servicing
criteria set forth in Item 1122(d) of Regulation AB (the "Servicing
Criteria"), provided in accordance with Rules 13a-18 and 15d-18 under
Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122
of Regulation AB (the "Servicing Assessment"), the registered public
accounting firm's attestation report provided in accordance with Rules 13a-18
and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the
"Attestation Report"), all servicing reports, officer's certificates and other
information relating to the servicing of the Mortgage Loans by the Company
during 200[ ] that were delivered by the Company to the Depositor and the
Securities Administrator pursuant to the Agreement (collectively, the "Company
Servicing Information");
(ii) Based on my knowledge, the Company Servicing Information, taken as a
whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in the light of
the circumstances under which such statements were made, not misleading with
respect to the period of time covered by the Company Servicing Information;
(iii) Based on my knowledge, all of the Company Servicing Information required
to be provided by the Company under the Agreement has been provided to the
Master Servicer;
(iv) I am responsible for reviewing the activities performed by the Company as
a servicer under the Agreement, and based on my knowledge and the compliance
review conducted in preparing the Compliance Statement and except as disclosed
in the Compliance Statement, the Servicing Assessment or the Attestation
Report, the Company has fulfilled its obligations under the Agreement; and
(v) The Compliance Statement required to be delivered by the Company pursuant
to the Agreement, and the Servicing Assessment and Attestation Report required
to be provided by the Company and by any Subservicer or Subcontractor pursuant
to the Agreement, have been provided to the Master Servicer. Any material
instances of noncompliance described in such
reports have been disclosed to the Master Servicer. Any material instance of
noncompliance with the Servicing Criteria has been disclosed in such reports
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IN WITNESS WHEREOF, I have hereunto signed my name and affixed the
seal of the Company.
Dated:
By:_________________________
Name:
Title
