NOTARY PUBLIC. My Commission expires the __ day of , 20 [Corporate Seal] ATTEST: [Assistant] Secretary Personally appeared before me the above-named __________________________, known or proved to me to be the same person who executed the foregoing instrument and to be the ____________________ of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee. Subscribed and sworn before me this ____ day of __________, . NOTARY PUBLIC My Commission expires the __ day of _________, 20__ EXHIBIT L Form of Transferor Certificate [DATE] SG Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: SG Mortgage Securities Trust 2006-FRE1, Asset-Backed Securities, Series 2006-FRE1 Ladies and Gentlemen: In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act, (c) to the extent we are disposing of a Class [__] Certificate, we have no knowledge the Transferee is not a Permitted Transferee and (d) no purpose of the proposed disposition of a Class [___] Certificate is to impede the assessment or collection of tax. Very truly yours, TRANSFEROR By: Name: Title: EXHIBIT M [Reserved] EXHIBIT N Form of XXXXX Xxxxxxxxxxxxxx Xxxxxx , 0000 XX Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 HSBC Bank USA, National Association 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: SG Mortgage Securities Trust 2006-FRE1, Asset-Backed Securities, Series 2006-FRE1 Ladies and Gentlemen: _________________________ (the “Purchaser”) intends to purchase from ___________________________ (the “Seller”) $_____________ Initial Certificate Principal Balance of Asset-Backed Certificates, Series 2006-FRE1, Class __ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of March 24, 2006 among SG Mortgage Securities, LLC as depositor (the “Depositor”), Xxxxx Fargo Bank, N.A. as custodian, master servicer and securities administrator (in such capacities, the “Master Servicer”) and as servicer (in such capacity, the “Servicer”), and HSBC Bank USA, National Association as trustee (the “Trustee”). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Purchaser is not an employee benefit plan or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (a “Plan”), or any person (including, without limitation, an insurance company investing its general accounts, an investment manager, a named fiduciary or a trustee of any Plan) who is using “plan assets”, within the meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101, of any Plan (a “Plan Investor”) to effect such acquisition. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Purchaser will not transfer such Certificates to any transferee unless such transferee meets the requirements set forth above. Very truly yours, (Purchaser) By: Name: Title: EXHIBIT O-1 FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY Re: SG Mortgage Securities Trust 2006-FRE1 Asset-Backed Certificates, Series 2006-FRE1 Reference is hereby made to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) among SG Mortgage Securities, LLC, as Depositor, Xxxxx Fargo Bank, N.A., as Servicer, as Custodian, as Master Servicer and as Securities Administrator, and HSBC Bank USA, National Association, as Trustee, dated as of March 24, 2006. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement. This letter relates to U.S. $__________ aggregate principal amount of Restricted Securities which are held in the form of a Restricted Global Security with DTC in the name of [name of transferor] ________________________________ (the “Transferor”) to effect the transfer of the Securities in exchange for an equivalent beneficial interest in a Regulation S Global Security. In connection with such request, the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Pooling and Servicing Agreement and the Restricted Securities and in accordance with Rule 904 of Regulation S, and that:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (SG Mortgage Securities Trust 2006-Fre1)
NOTARY PUBLIC. COUNTY OF -------------------------------------------- STATE OF -------------------------------------------- My Commission commission expires the __ day of , 20 [Corporate Seal] ATTEST: [Assistant] Secretary Personally appeared before me the above-named __________________________, known or proved to me to be the same person who executed the foregoing instrument and to be the ____________________ of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee. Subscribed and sworn before me this ____ day of __________, . NOTARY PUBLIC My Commission expires the __ day of 20_________, 20__ . EXHIBIT L Form of Transferor Certificate [DATE] SG Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 C RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR) ---------------------------- Date Re: SG Xxxxxxx Xxxxx Mortgage Securities Investors Trust 2006Series MLCC 2005-FRE1, Asset1 Mortgage Pass-Backed Securities, Series 2006-FRE1 Ladies and Gentlemen: In connection with our disposition of the above Through Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act, (c) to the extent we are disposing of a Class [__] Certificate, we have no knowledge the Transferee is not a Permitted Transferee and (d) no purpose of the proposed disposition of a Class [___] Certificate is to impede the assessment or collection of tax. Very truly yours, TRANSFEROR By: Name: Title: EXHIBIT M [Reserved] EXHIBIT N Form of XXXXX Xxxxxxxxxxxxxx Xxxxxx , 0000 XX Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 HSBC Bank USA, National Association 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: SG Mortgage Securities Trust 2006-FRE1, Asset-Backed Securities, Series 2006-FRE1 Ladies and Gentlemen: _________________________ (the “Purchaser”"Transferor") intends to purchase from ___________________________ (has reviewed the “Seller”) $_____________ Initial Certificate Principal Balance attached affidavit of Asset-Backed Certificates, Series 2006-FRE1, Class __ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of March 24, 2006 among SG Mortgage Securities, LLC as depositor (the “Depositor”), Xxxxx Fargo Bank, N.A. as custodian, master servicer and securities administrator (in such capacities, the “Master Servicer”) and as servicer (in such capacity, the “Servicer”), and HSBC Bank USA, National Association as trustee (the “Trustee”). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Purchaser is not an employee benefit plan or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (a “Plan”), or any person (including, without limitation, an insurance company investing its general accounts, an investment manager, a named fiduciary or a trustee of any Plan) who is using “plan assets”, within the meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101, of any Plan (a “Plan Investor”) to effect such acquisition. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Purchaser will not transfer such Certificates to any transferee unless such transferee meets the requirements set forth above. Very truly yours, (Purchaser) By: Name: Title: EXHIBIT O-1 FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY Re: SG Mortgage Securities Trust 2006-FRE1 Asset-Backed Certificates, Series 2006-FRE1 Reference is hereby made to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) among SG Mortgage Securities, LLC, as Depositor, Xxxxx Fargo Bank, N.A., as Servicer, as Custodian, as Master Servicer and as Securities Administrator, and HSBC Bank USA, National Association, as Trustee, dated as of March 24, 2006. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement. This letter relates to U.S. $__________ aggregate principal amount of Restricted Securities which are held in the form of a Restricted Global Security with DTC in the name of [name of transferor] ________________________________ (the “Transferor”) "Transferee"), and has no actual knowledge that such affidavit is not true and has no reason to effect believe that the transfer information contained in paragraph 7 thereof is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or collection of the Securities in exchange for an equivalent beneficial interest in any federal, state or local taxes legally required to be paid with respect to a Regulation S Global SecurityResidual Certificate. In connection with such requestaddition, the Transferor does hereby certify that such transfer has been effected in accordance with conducted a reasonable investigation at the time of the transfer restrictions set forth in and found that the Pooling Transferee had historically paid its debts as they came due and Servicing Agreement and found no significant evidence to indicate that the Restricted Securities and in accordance with Rule 904 of Regulation STransferee will not continue to pay its debts as they become due. Very truly yours, and that:------------------------------------------- Name: Title: EXHIBIT D-1 STANDARD LAYOUT FOR MONTHLY REMITTANCE ADVICE [INTENTIONALLY OMITTED] EXHIBIT D-2 STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT ------------------------------------------------------------------------------------------------------------------------------------ OUR LOAN NO. INVESTOR INVESTOR MORTGAGOR DUE PAYT PRINCIPAL PRIN-INT --DELINQUENCIES-- LOAN BK. CAT TP LOAN NO. NAME DATE NO. BALANCE CONSTANT DESC. ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL INTEREST ------------------------------------------------------------------------------------------------------------------------------------ EXHIBIT E MORTGAGE LOAN PURCHASE AGREEMENT See Exhibit 99.1, filed herewith
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MERRILL LYNCH MORT INV TRUST SERIES MLCC Series 2005-1)
NOTARY PUBLIC. My Commission expires the __ day of , 20 [Corporate Seal] ATTEST: [Assistant] Secretary Personally appeared before me the above-named __________________________, known or proved to me to be the same person who executed the foregoing instrument and to be the ____________________ of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee. Subscribed and sworn before me this ____ day of __________, . NOTARY PUBLIC My Commission expires the __ day of _________, 20__ EXHIBIT L Form of Transferor Certificate [DATE] SG I FORM OF TRANSFEROR CERTIFICATE __________, 20__ GS Mortgage SecuritiesSecurities Corp. 85 Broad Street New York, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx New York 10004 Attention: Wells Fargo Bank, N.A. X.X. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx XxxxxxxxxxxXinneapolis, Xxxxxxxxx 00000 Mxxxxxota 55479 Attention: Corporate Trust Services GSAMP 2006-HE5 Re: SG Mortgage Securities GSAMP Trust 2006-FRE1, AssetHE5 Mortgage Pass-Backed SecuritiesThrough Certificates, Series 2006-FRE1 HE5, Class [__ ] Ladies and Gentlemen: In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the “"Act”"), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act, Act and (c) to the extent we are disposing of a Class [__] Residual Certificate, (A) we have no knowledge the Transferee is not a Permitted Transferee and (dB) no purpose after conducting a reasonable investigation of the proposed disposition financial condition of a Class [___] Certificate is the Transferee, we have no knowledge and no reason to impede believe that the assessment or collection Transferee will not pay all taxes with respect to the Residual Certificates as they become due and (C) we have no reason to believe that the statements made in paragraphs 7, 10 and 11 of taxthe Transferee's Residual Transfer Affidavit are false. Very truly yours, TRANSFEROR By: Name: Title: EXHIBIT M [Reserved] EXHIBIT N Form of XXXXX Xxxxxxxxxxxxxx Xxxxxx , 0000 XX Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 HSBC Bank USA, National Association 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: SG Mortgage Securities Trust 2006-FRE1, Asset-Backed Securities, Series 2006-FRE1 Ladies and Gentlemen: _________________________ (the “Purchaser”) intends to purchase from ___________________________ (the “Seller”) $_____________ Initial Certificate Principal Balance of Asset-Backed Certificates, Series 2006-FRE1, Class __ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of March 24, 2006 among SG Mortgage Securities, LLC as depositor (the “Depositor”), Xxxxx Fargo Bank, N.A. as custodian, master servicer and securities administrator (in such capacities, the “Master Servicer”) and as servicer (in such capacity, the “Servicer”), and HSBC Bank USA, National Association as trustee (the “Trustee”). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Purchaser is not an employee benefit plan or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (a “Plan”), or any person (including, without limitation, an insurance company investing its general accounts, an investment manager, a named fiduciary or a trustee of any Plan) who is using “plan assets”, within the meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101, of any Plan (a “Plan Investor”) to effect such acquisition. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Purchaser will not transfer such Certificates to any transferee unless such transferee meets the requirements set forth above. Very truly yours, (Purchaser) By: Name: Title: EXHIBIT O-1 FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY Re: SG Mortgage Securities Trust 2006-FRE1 Asset-Backed Certificates, Series 2006-FRE1 Reference is hereby made to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) among SG Mortgage Securities, LLC, as Depositor, Xxxxx Fargo Bank, N.A., as Servicer, as Custodian, as Master Servicer and as Securities Administrator, and HSBC Bank USA, National Association, as Trustee, dated as of March 24, 2006. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement. This letter relates to U.S. $__________ aggregate principal amount of Restricted Securities which are held in the form of a Restricted Global Security with DTC in the name of [name of transferor] ________________________________ Print Name of Transferor By:___________________________________ Authorized Officer EXHIBIT J FORM OF RULE 144A LETTER ____________, 20__ GS Mortgage Securities Corp. 85 Broad Street New York, New York 10004 Attention: Wells Fargo Bank, X.X. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xinneapolis, Mxxxxxota 55479 Attention: Corporate Trust Services GSAMP 2006-HE5 RE GSAMP Trust 2006-HE5 Mortgage Pass-Through Certificates, Class [__ ] Ladies and Gentlemen: In connection with our acquisition of the above Certificates we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the “Transferor”"Act"), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) either we are not an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan or arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a plan subject to any federal, state or local law materially similar to the foregoing provisions of ERISA or the Code, nor are we acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such acquisition, or, with respect to a Class B-1, Class B-2 or Class X Certificate, the transfer purchaser is an insurance company that is purchasing this certificate with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in exchange such manner with respect to the Certificates, and (f) we are a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for an equivalent beneficial interest in a Regulation S Global Security. In connection with such requestour own account or for resale pursuant to Rule 144A and further, the Transferor does hereby certify we understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer has been effected is being made in accordance with reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the transfer restrictions set forth Securities Act. ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees Other Than Registered Investment Companies] The undersigned (the "Buyer") hereby certifies as follows to the parties listed in the Pooling and Servicing Agreement and Rule 144A Transferee Certificate to which this certification relates with respect to the Restricted Securities and in accordance with Rule 904 of Regulation S, and thatCertificates described therein:
Appears in 1 contract
Samples: Representations and Warranties Agreement (GSAMP Trust 2006-He5)
NOTARY PUBLIC. My Commission expires the _____ day of _________, 20 20____ [Corporate Seal] ATTEST: [Assistant] Secretary Personally appeared before me the above-named __________________________, known or proved to me to be the same person who executed the foregoing instrument and to be the ____________________ of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee. Subscribed and sworn before me this ____ day of __________, ____. NOTARY PUBLIC My Commission expires the _____ day of _________, 20____ EXHIBIT L Form of Transferor Certificate [DATE] SG Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: SG Mortgage Securities Trust 2006-FRE1OPT2, Asset-Backed SecuritiesCertificates, Series 2006-FRE1 OPT2 Ladies and Gentlemen: In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act, (c) to the extent we are disposing of a Class [__[ ] Certificate, we have no knowledge the Transferee is not a Permitted Transferee and (d) no purpose of the proposed disposition of a Class [___[ ] Certificate is to impede the assessment or collection of tax. Very truly yours, TRANSFEROR By: Name: Title: EXHIBIT M [Reserved] EXHIBIT M-1 Exhibit N Form of XXXXX Xxxxxxxxxxxxxx Xxxxxx ERISA Representation Letter ______________, 0000 XX 2005 SG Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 HSBC Bank USA, National Association 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: SG Mortgage Securities Trust 2006-FRE1OPT2, Asset-Backed SecuritiesCertificates, Series 2006-FRE1 OPT2 Ladies and Gentlemen: _________________________ (the “Purchaser”) intends to purchase from ___________________________ (the “Seller”) $_____________ Initial Certificate Principal Balance of Asset-Backed Certificates, Series 2006-FRE1OPT2, Class __ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of March 24December 1, 2006 among SG Mortgage Securities, LLC as depositor (the “Depositor”), Option One Mortgage Corporation as servicer (the “Servicer”), Xxxxx Fargo Bank, N.A. as custodian, master servicer and securities administrator (in such capacities, the “Master Servicer”) and as servicer (in such capacity, the “Servicer”), and HSBC Bank USA, National Association as trustee (the “Trustee”). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Purchaser is not an employee benefit plan or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (a “Plan”), or any person (including, without limitation, an insurance company investing its general accountsaccount, an investment manager, a named fiduciary or a trustee of any Plan) who is using “plan assets”, ,” within the meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101101 (as modified by Section 3(42) of ERISA), of any Plan (a “Plan Investor”) to effect such acquisition. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Purchaser will not transfer such Certificates to any transferee unless such transferee meets the requirements set forth above. Very truly yours, (Purchaser) By: Name: Title: EXHIBIT O-1 FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION Form of Transfer Certificate for Transfer from Restricted Global Security to Regulation S GLOBAL SECURITY Global Security Re: SG Mortgage Securities Trust 2006-FRE1 OPT2 Asset-Backed Certificates, Series 2006-FRE1 OPT2 Reference is hereby made to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) among SG Mortgage Securities, LLC, as Depositor, Option One Mortgage Corporation, as Originator, Xxxxx Fargo Bank, N.A., as Servicer, as Custodian, as Master Servicer and as Securities Administrator, and HSBC Bank USA, National Association, as Trustee, dated as of March 24December 1, 2006. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement. This letter relates to U.S. $__________ aggregate principal amount of Restricted Securities which are held in the form of a Restricted Global Security with DTC in the name of [name of transferor] ________________________________ (the “Transferor”) to effect the transfer of the Securities in exchange for an equivalent beneficial interest in a Regulation S Global Security. In connection with such request, the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Pooling and Servicing Agreement and the Restricted Securities and in accordance with Rule 904 of Regulation S, and that:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (SG Mortgage Securities Trust 2006-Opt2)
NOTARY PUBLIC. COUNTY OF ---------------------------------- STATE OF ----------------------------------- My Commission commission expires the __ day of , 20 [Corporate Seal] ATTEST: [Assistant] Secretary Personally appeared before me the above-named __________________________, known or proved to me to be the same person who executed the foregoing instrument and to be the ____________________ of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee. Subscribed and sworn before me this ____ day of __________, . NOTARY PUBLIC My Commission expires the __ day of 20_________, 20__ . EXHIBIT L Form of Transferor Certificate [DATE] SG Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 C FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR) ---------------------------- Date Re: SG Morgan Stanley Mortgage Securities Trust 2006Loan Trusx 0000-FRE1, Asset0XX Mortgage Pass-Backed Securities, Series 2006-FRE1 Ladies and Gentlemen: In connection with our disposition of the above Through Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act, (c) to the extent we are disposing of a Class [__] Certificate, we have no knowledge the Transferee is not a Permitted Transferee and (d) no purpose of the proposed disposition of a Class [___] Certificate is to impede the assessment or collection of tax. Very truly yours, TRANSFEROR By: Name: Title: EXHIBIT M [Reserved] EXHIBIT N Form of XXXXX Xxxxxxxxxxxxxx Xxxxxx , 0000 XX Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 HSBC Bank USA, National Association 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: SG Mortgage Securities Trust 2006-FRE1, Asset-Backed Securities, Series 2006-FRE1 Ladies and Gentlemen: _________________________ (the “Purchaser”"Transferor") intends to purchase from has reviewed the attached affidavit of _____________________________ (the “Seller”) $_____________ Initial Certificate Principal Balance of Asset-Backed Certificates, Series 2006-FRE1, Class __ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of March 24, 2006 among SG Mortgage Securities, LLC as depositor (the “Depositor”), Xxxxx Fargo Bank, N.A. as custodian, master servicer and securities administrator (in such capacities, the “Master Servicer”) and as servicer (in such capacity, the “Servicer”"Transferee"), and HSBC Bank USA, National Association as trustee (has no actual knowledge that such affidavit is not true and has no reason to believe that the “Trustee”). All terms used herein and information contained in paragraph 7 thereof is not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants totrue, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee has no reason to believe that the Purchaser is not an employee benefit plan Transferee has the intention to impede the assessment or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (a “Plan”), or any person (including, without limitation, an insurance company investing its general accounts, an investment manager, a named fiduciary or a trustee collection of any Plan) who is using “plan assets”federal, within the meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101, of any Plan (state or local taxes legally required to be paid with respect to a “Plan Investor”) to effect such acquisitionResidual Certificate. In addition, the Purchaser hereby certifies, represents Transferor has conducted a reasonable investigation at the time of the transfer and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee found that the Purchaser Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not transfer such Certificates continue to any transferee unless such transferee meets the requirements set forth abovepay its debts as they become due. Very truly yours, (Purchaser) By: Name: Title: EXHIBIT O-1 FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY Re: SG Mortgage Securities Trust 2006-FRE1 Asset-Backed Certificates, Series 2006-FRE1 Reference is hereby made to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) among SG Mortgage Securities, LLC, as Depositor, Xxxxx Fargo Bank, N.A., as Servicer, as Custodian, as Master Servicer and as Securities Administrator, and HSBC Bank USA, National Association, as Trustee, dated as of March 24, 2006. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement. This letter relates to U.S. $__________ aggregate principal amount of Restricted Securities which are held in the form of a Restricted Global Security with DTC in the name of [name of transferor] ________________________________ Name: Title: EXHIBIT D FORM OF CERTIFICATION OF WELLS FARGO AS MASTER SERVICER ANX SECURITIES ADMINISTRATOR Re: Morgan Stanley Mortgage Loan Trusx 0000-0 (the “Transferor”) xxx "Trust"), Mortgage Pass-Through Certificates, Series 2004-3, issued pursuant to effect the transfer of the Securities in exchange for an equivalent beneficial interest in a Regulation S Global Security. In connection with such request, the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Pooling and Servicing Agreement Agreement, dated as of May 1, 2001 (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc., as xxxxsitor (the Restricted "Depositor"), Wells Fargo Bank, National Associxxxxx, as master servicer (the "Master Servicer") and as securities administrator (the "Securities and in accordance with Rule 904 of Regulation SAdministrator"), Washington Mutual Mortgage Securities Corp. ("WMMSC"), as servicer, and Deutsche Bank National Trust Company, as trustee I, [identify the certifying individual], certify to the Depositor and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2004-5ar)
NOTARY PUBLIC. My Commission expires the _____ day of _________, 20 20____ [Corporate Seal] ATTEST: [Assistant] Secretary Personally appeared before me the above-named __________________________, known or proved to me to be the same person who executed the foregoing instrument and to be the ____________________ of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee. Subscribed and sworn before me this ____ day of __________, ____. NOTARY PUBLIC My Commission expires the _____ day of _________, 20____ EXHIBIT L Form of Transferor Certificate FORM OF TRANSFEROR CERTIFICATE [DATE] SG Option One Mortgage SecuritiesAcceptance Corporation 3 Ada Xxxxxx, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx Xxxxxxxxxx 00000 Re: SG Option One Mortgage Securities Loan Trust 20062007-FRE14, Asset-Backed Securities, Certificates Series 20062007-FRE1 4 Ladies and Gentlemen: In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act, (c) to the extent we are disposing of a Class [__[ ] Certificate, we have no knowledge the Transferee is not a Permitted Transferee and (d) no purpose of the proposed disposition of a Class [___[ ] Certificate is to impede the assessment or collection of tax. Very truly yours, TRANSFEROR By: Name: Title: EXHIBIT M [Reserved] EXHIBIT N Form of XXXXX Xxxxxxxxxxxxxx Xxxxxx FORM OF ERISA REPRESENTATION LETTER Option One Mortgage Acceptance Corporation 3 Ada Xxxxxx, 0000 XX Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000 HSBC Bank USA, National Association 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: SG Mortgage Securities Trust 2006-FRE1, Asset-Backed Securities, Series 2006-FRE1 Ladies and Gentlemen: _______________________, 20__ (the “Purchaser”) intends to purchase from ___________________________ (the “Seller”) $_____________ Initial Certificate Principal Balance of Asset-Backed Certificates, Series 2006-FRE1, Class __ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of March 24, 2006 among SG Mortgage Securities, LLC as depositor (the “Depositor”), Xxxxx Fargo Bank, N.A. as custodian0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, master servicer and securities administrator (in such capacitiesXxxxxxxx 00000-0000 Option One Mortgage Corporation 3 Ada Xxxxxx, the “Master Servicer”) and as servicer (in such capacity, the “Servicer”), and HSBC Bank USA, National Association as trustee (the “Trustee”). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Purchaser is not an employee benefit plan or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (a “Plan”), or any person (including, without limitation, an insurance company investing its general accounts, an investment manager, a named fiduciary or a trustee of any Plan) who is using “plan assets”, within the meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101, of any Plan (a “Plan Investor”) to effect such acquisition. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Purchaser will not transfer such Certificates to any transferee unless such transferee meets the requirements set forth above. Very truly yours, (Purchaser) By: Name: Title: EXHIBIT O-1 FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY Xxxxxxxxxx 00000 Re: SG Option One Mortgage Securities Loan Trust 20062007-FRE1 4, Asset-Backed Certificates, Certificates Series 20062007-FRE1 Reference is hereby made to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) among SG Mortgage Securities, LLC, as Depositor, Xxxxx Fargo Bank, N.A., as Servicer, as Custodian, as Master Servicer and as Securities Administrator, and HSBC Bank USA, National Association, as Trustee, dated as of March 24, 2006. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement. This letter relates to U.S. $__________ aggregate principal amount of Restricted Securities which are held in the form of a Restricted Global Security with DTC in the name of [name of transferor] _4 Dear Sirs: _______________________________ (the “Transferee”) intends to acquire from ___________________________ (the “Transferor”) $____________ Initial Certificate Principal Balance Option One Mortgage Loan Trust 2007-4, Asset-Backed Certificates Series 2007-4, Class [C][P][R][R-X] (the “Certificates”), issued pursuant to effect a Pooling and Servicing Agreement (the transfer “Pooling and Servicing Agreement”) dated as of April 1, 2007 among Option One Mortgage Acceptance Corporation as depositor (the Securities in exchange for an equivalent beneficial interest in a Regulation S Global Security“Depositor”), Option One Mortgage Corporation as servicer (the “Servicer”) and Xxxxx Fargo Bank, N.A. as trustee (the “Trustee”). In connection with such request, Capitalized terms used herein and not otherwise defined shall have the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth meanings assigned thereto in the Pooling and Servicing Agreement Agreement. The Transferee hereby certifies, represents and warrants to, and covenants with the Depositor, the Trustee and the Restricted Securities and in accordance with Rule 904 of Regulation SServicer the following: The Certificates (i) are not being acquired by, and that:will not be transferred to, any employee benefit plan within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being acquired with “plan assets” of a Plan within the meaning of the Department of Labor (“DOL”) regulation, 29 C.F.R. § 2510.3-101, and (iii) will not be transferred to any entity that is deemed to be investing in plan assets within the meaning of the DOL regulation at 29 C.F.R. § 2510.3-101. Very truly yours, By: Name: Title: EXHIBIT N SWAP ADMINISTRATION AGREEMENT This Swap Administration Agreement, dated as of April 19, 2007 (this “Agreement”), among Xxxxx Fargo Bank, N.A., a national banking association (“Xxxxx Fargo Bank, N.A.”), as swap administrator (in such capacity, the “Swap Administrator”), Xxxxx Fargo Bank, N.A., as trustee for Option One Mortgage Loan Trust 2007-4, Asset-Backed Pass-Through Certificates, Series 2007-4 (in such capacity, the “Trustee”), Xxxxx Fargo Bank, N.A., as supplemental interest trust trustee (in such capacity, the “Supplemental Interest Trust Trustee”) and Option One Mortgage Capital Corporation (“Option One”).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mortgage Loan Trust 2007-4)
NOTARY PUBLIC. My Commission expires the COUNTY OF_____________________ day of , 20 [Corporate Seal] ATTEST: [Assistant] Secretary Personally appeared before me the above-named STATE OF__________________________, known or proved to me to be the same person who executed the foregoing instrument and to be _ My commission expires the ____________________ of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee. Subscribed and sworn before me this ____ day of __________, . NOTARY PUBLIC My Commission expires the __ day of 19_________, 20__ . EXHIBIT L Form of Transferor Certificate [DATE] SG Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 D-2 ----------- RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR) ------------------- Date Re: SG Structured Asset Securities Corporation Mortgage Securities Trust 2006Pass-FRE1, AssetThrough Certificates Series 1999-Backed Securities, Series 2006-FRE1 Ladies and Gentlemen: In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act, (c) to the extent we are disposing of a Class [__] Certificate, we have no knowledge the Transferee is not a Permitted Transferee and (d) no purpose of the proposed disposition of a Class [___] Certificate is to impede the assessment or collection of tax. Very truly yours, TRANSFEROR By: Name: Title: EXHIBIT M [Reserved] EXHIBIT N Form of XXXXX Xxxxxxxxxxxxxx Xxxxxx , 0000 XX Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 HSBC Bank USA, National Association 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: SG Mortgage Securities Trust 2006-FRE1, Asset-Backed Securities, Series 2006-FRE1 Ladies and Gentlemen: __1 _______________________ (the “Purchaser”"Transferor") intends to purchase from has reviewed the attached affidavit of _____________________________ (the “Seller”"Transferee"), and has no actual knowledge that such affidavit is not true and has no reason to believe that the information contained in paragraph 7 thereof is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to a Residual Certificate. In addition, the Transferor has conducted a reasonable investigation at the time of the transfer and found that the Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, ------------------------------- Name: Title: EXHIBIT E --------- SELLER'S WARRANTIES AND SERVICING AGREEMENT EXHIBIT F --------- FORM OF RULE 144A TRANSFER CERTIFICATE Re: First Nationwide Trust 1999-1/Structured Asset Securities Corporation Mortgage Pass-Through Certificates Series 1999-1 ---------------------------------- Reference is hereby made to the Trust Agreement dated as of ___________ 1, 199 (the "Trust Agreement") $between Structured Asset Securities Corporation, as Depositor, and [ __________________________ Initial Certificate Principal Balance of Asset-Backed Certificates, Series 2006-FRE1, Class __ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of March 24, 2006 among SG Mortgage Securities, LLC as depositor (the “Depositor”), Xxxxx Fargo Bank, N.A. as custodian, master servicer and securities administrator (in such capacities, the “Master Servicer”) and as servicer (in such capacity, the “Servicer”), and HSBC Bank USA, National Association as trustee (the “Trustee”). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Purchaser is not an employee benefit plan or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (a “Plan”), or any person (including, without limitation, an insurance company investing its general accounts, an investment manager, a named fiduciary or a trustee of any Plan) who is using “plan assets”, within the meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101, of any Plan (a “Plan Investor”) to effect such acquisition. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Purchaser will not transfer such Certificates to any transferee unless such transferee meets the requirements set forth above. Very truly yours, (Purchaser) By: Name: Title: EXHIBIT O-1 FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY Re: SG Mortgage Securities Trust 2006-FRE1 Asset-Backed Certificates, Series 2006-FRE1 Reference is hereby made to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) among SG Mortgage Securities, LLC, as Depositor, Xxxxx Fargo Bank, N.A., as Servicer, as Custodian, as Master Servicer and as Securities Administrator, and HSBC Bank USA, National Association], as Trustee, dated as of March 24, 2006. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Trust Agreement. This letter relates to U.S. $_________ initial Certificate Balance of Class _______ aggregate principal amount of Restricted Securities Certificates which are held in the form of a Restricted Global Security with DTC Definitive Certificates registered in the name of [name of transferor] __________________________________ (the “"Transferor”) to effect the "). The Transferor has requested a transfer of such Definitive Certificates for Definitive Certificates of such Class registered in the Securities in exchange for an equivalent beneficial interest in a Regulation S Global Securityname of [insert name of transferee]. In connection with such request, and in respect of such Certificates, the Transferor does hereby certify certifies that such transfer has been effected Certificates are being transferred in accordance with (i) the transfer restrictions set forth in the Pooling and Servicing Trust Agreement and the Restricted Certificates and (ii) Rule 144A under the Securities Act to a purchaser that the Transferor reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A purchasing for its own account or for the account of a "qualified institutional buyer", which purchaser is aware that the sale to it is being made in reliance upon Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with Rule 904 any applicable securities laws of Regulation Sany state of the United States or any other applicable jurisdiction. This certificate and the statements contained herein are made for your benefit and the benefit of the Placement Agent and the Depositor. --------------------------------- [Name of Transferor] By:______________________________ Name: Title: Dated: ___________, and ____ EXHIBIT G --------- FORM OF PURCHASER'S LETTER FOR INSTITUTIONAL ACCREDITED INVESTOR ----------- [Date] Dear Sirs: In connection with our proposed purchase of $______________ principal amount of Mortgage Pass-Through Certificates, Series 1999-1 (the "Privately Offered Certificates") of Structured Asset Securities Corporation (the "Depositor"), we confirm that:
Appears in 1 contract
Samples: Trust Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 1999 1)
NOTARY PUBLIC. COUNTY OF -------------------- STATE OF --------------------- My Commission commission expires the __ day of , 20 [Corporate Seal] ATTEST: [Assistant] Secretary Personally appeared before me the above-named __________________________, known or proved to me to be the same person who executed the foregoing instrument and to be the ____________________ of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee. Subscribed and sworn before me this ____ day of __________, . NOTARY PUBLIC My Commission expires the __ day of 20_________, 20__ . EXHIBIT L Form of Transferor Certificate [DATE] SG Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 C FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR) ---------------------------- Date Re: SG Xxxxxx Xxxxxxx Mortgage Securities Loan Trust 20062004-FRE1, Asset6AR Mortgage Pass-Backed Securities, Series 2006-FRE1 Ladies and Gentlemen: In connection with our disposition of the above Through Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act, (c) to the extent we are disposing of a Class [__] Certificate, we have no knowledge the Transferee is not a Permitted Transferee and (d) no purpose of the proposed disposition of a Class [___] Certificate is to impede the assessment or collection of tax. Very truly yours, TRANSFEROR By: Name: Title: EXHIBIT M [Reserved] EXHIBIT N Form of XXXXX Xxxxxxxxxxxxxx Xxxxxx , 0000 XX Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 HSBC Bank USA, National Association 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: SG Mortgage Securities Trust 2006-FRE1, Asset-Backed Securities, Series 2006-FRE1 Ladies and Gentlemen: _________________________ (the “Purchaser”"Transferor") intends to purchase from ___________________________ (has reviewed the “Seller”) $_____________ Initial Certificate Principal Balance attached affidavit of Asset-Backed Certificates, Series 2006-FRE1, Class __ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of March 24, 2006 among SG Mortgage Securities, LLC as depositor (the “Depositor”), Xxxxx Fargo Bank, N.A. as custodian, master servicer and securities administrator (in such capacities, the “Master Servicer”) and as servicer (in such capacity, the “Servicer”), and HSBC Bank USA, National Association as trustee (the “Trustee”). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Purchaser is not an employee benefit plan or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (a “Plan”), or any person (including, without limitation, an insurance company investing its general accounts, an investment manager, a named fiduciary or a trustee of any Plan) who is using “plan assets”, within the meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101, of any Plan (a “Plan Investor”) to effect such acquisition. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Purchaser will not transfer such Certificates to any transferee unless such transferee meets the requirements set forth above. Very truly yours, (Purchaser) By: Name: Title: EXHIBIT O-1 FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY Re: SG Mortgage Securities Trust 2006-FRE1 Asset-Backed Certificates, Series 2006-FRE1 Reference is hereby made to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) among SG Mortgage Securities, LLC, as Depositor, Xxxxx Fargo Bank, N.A., as Servicer, as Custodian, as Master Servicer and as Securities Administrator, and HSBC Bank USA, National Association, as Trustee, dated as of March 24, 2006. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement. This letter relates to U.S. $__________ aggregate principal amount of Restricted Securities which are held in the form of a Restricted Global Security with DTC in the name of [name of transferor] ________________________________ (the “Transferor”) "Transferee"), and has no actual knowledge that such affidavit is not true and has no reason to effect believe that the transfer information contained in paragraph 7 thereof is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or collection of the Securities in exchange for an equivalent beneficial interest in any federal, state or local taxes legally required to be paid with respect to a Regulation S Global SecurityResidual Certificate. In connection with such requestaddition, the Transferor does hereby certify that such transfer has been effected in accordance with conducted a reasonable investigation at the time of the transfer restrictions set forth in and found that the Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, ------------------------------------ Name: Title: EXHIBIT D FORM OF CERTIFICATION OF XXXXX FARGO AS MASTER SERVICER AND SECURITIES ADMINISTRATOR Re: Xxxxxx Xxxxxxx Mortgage Loan Trust 2004-6AR (the "Trust"), Mortgage Pass-Through Certificates, Series 2004-6AR, issued pursuant to the Pooling and Servicing Agreement Agreement, dated as of July 1, 2001 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx Capital I Inc., as depositor (the Restricted "Depositor"), Xxxxx Fargo Bank, National Association, as master servicer (the "Master Servicer") and as securities administrator (the "Securities and in accordance with Rule 904 of Regulation SAdministrator"), Washington Mutual Mortgage Securities Corp. ("WMMSC"), as servicer, and Deutsche Bank National Trust Company, as trustee I, [identify the certifying individual], certify to the Depositor and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc)
NOTARY PUBLIC. My Commission expires the __ day of , 20 [Corporate Seal] ATTEST: [Assistant] Secretary Personally appeared before me the above-named __________________________, known or proved to me to be the same person who executed the foregoing instrument and to be the ____________________ of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee. Subscribed and sworn before me this ____ day of __________, . NOTARY PUBLIC My Commission expires the __ day of _________, 20__ EXHIBIT L Form of Transferor Certificate [DATE] SG Mortgage SecuritiesH FORM OF TRANSFEROR CERTIFICATE __________, LLC 0000 20__ HSI Asset Securitization Corporation 400 Xxxxx Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Head MBS Principal Finance Citibank, N.A., as Securities Administrator 300 Xxxxxxxxx, 00xx Xxxxx Fargo BankXxx Xxxx, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx Xxx Xxxx 00000 Attention: Structured Finance Agency and Trust - HSI Asset Securitization 2006-HE2 Re: SG Mortgage Securities HSI Asset Securitization Corporation Trust 2006-FRE1, AssetHE2 Mortgage Pass-Backed SecuritiesThrough Certificates, Series 2006-FRE1 HE2, Class [__] Ladies and Gentlemen: In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act, Act and (c) to the extent we are disposing of a Class [__] Residual Certificate, (i) we have no knowledge the Transferee is a Non-Permitted Transferee, (ii) after conducting a reasonable investigation of the financial condition of the Transferee, we have no knowledge and no reason to believe that the Transferee will not a Permitted Transferee pay all taxes with respect to the Residual Certificates as they become due and (diii) we have no purpose reason to believe that the statements made in paragraphs 7, 10 and 11 of the proposed disposition of a Class [___] Certificate is to impede the assessment or collection of tax. Very truly yours, TRANSFEROR By: Name: Title: EXHIBIT M [Reserved] EXHIBIT N Form of XXXXX Xxxxxxxxxxxxxx Xxxxxx , 0000 XX Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 HSBC Bank USA, National Association 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: SG Mortgage Securities Trust 2006-FRE1, Asset-Backed Securities, Series 2006-FRE1 Ladies and Gentlemen: _________________________ (the “Purchaser”) intends to purchase from ___________________________ (the “Seller”) $_____________ Initial Certificate Principal Balance of Asset-Backed Certificates, Series 2006-FRE1, Class __ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of March 24, 2006 among SG Mortgage Securities, LLC as depositor (the “Depositor”), Xxxxx Fargo Bank, N.A. as custodian, master servicer and securities administrator (in such capacities, the “Master Servicer”) and as servicer (in such capacity, the “Servicer”), and HSBC Bank USA, National Association as trustee (the “Trustee”). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Purchaser is not an employee benefit plan or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (a “Plan”), or any person (including, without limitation, an insurance company investing its general accounts, an investment manager, a named fiduciary or a trustee of any Plan) who is using “plan assets”, within the meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101, of any Plan (a “Plan Investor”) to effect such acquisition. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Purchaser will not transfer such Certificates to any transferee unless such transferee meets the requirements set forth above. Very truly yours, (Purchaser) By: Name: Title: EXHIBIT O-1 FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY Re: SG Mortgage Securities Trust 2006-FRE1 Asset-Backed Certificates, Series 2006-FRE1 Reference is hereby made to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) among SG Mortgage Securities, LLC, as Depositor, Xxxxx Fargo Bank, N.A., as Servicer, as Custodian, as Master Servicer and as Securities Administrator, and HSBC Bank USA, National Association, as Trustee, dated as of March 24, 2006. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement. This letter relates to U.S. $__________ aggregate principal amount of Restricted Securities which Transferee’s Residual Transfer Affidavit are held in the form of a Restricted Global Security with DTC in the name of [name of transferor] ________________________________ (the “Transferor”) to effect the transfer of the Securities in exchange for an equivalent beneficial interest in a Regulation S Global Securityfalse. In connection with such request, any disposition of the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Pooling and Servicing Agreement and the Restricted Securities and above Certificates in accordance with Rule 904 of Regulation S, and S we hereby certify that:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (HSI Asset Securitization CORP Trust 2006-He2)
NOTARY PUBLIC. COUNTY OF --------------------------------------------- STATE OF --------------------------------------------- My Commission commission expires the __ day of , 20 [Corporate Seal] ATTEST: [Assistant] Secretary Personally appeared before me the above-named __________________________, known or proved to me to be the same person who executed the foregoing instrument and to be the ____________________ of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee. Subscribed and sworn before me this ____ day of __________ 20_, _. NOTARY PUBLIC My Commission expires the __ day of EXHIBIT C RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR) _________, 20__ EXHIBIT L Form of Transferor Certificate [DATE] SG Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: SG Mortgage Securities Trust 2006-FRE1, Asset-Backed Securities, Series 2006-FRE1 Ladies and Gentlemen: In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act, (c) to the extent we are disposing of a Class [__] Certificate, we have no knowledge the Transferee is not a Permitted Transferee and (d) no purpose of the proposed disposition of a Class [___] Certificate is to impede the assessment or collection of tax. Very truly yours, TRANSFEROR By: Name: Title: EXHIBIT M [Reserved] EXHIBIT N Form of XXXXX Xxxxxxxxxxxxxx Xxxxxx , 0000 XX Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 HSBC Bank USA, National Association 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: SG Mortgage Securities Trust 2006-FRE1, Asset-Backed Securities, Series 2006-FRE1 Ladies and Gentlemen: _________________________ (the “Purchaser”) intends to purchase from ___________________________ (the “Seller”) $_____________ Initial Certificate Principal Balance of Asset-Backed Certificates, Series 2006-FRE1, Class __ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of March 24, 2006 among SG Mortgage Securities, LLC as depositor (the “Depositor”), Xxxxx Fargo Bank, N.A. as custodian, master servicer and securities administrator (in such capacities, the “Master Servicer”) and as servicer (in such capacity, the “Servicer”), and HSBC Bank USA, National Association as trustee (the “Trustee”). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Purchaser is not an employee benefit plan or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (a “Plan”), or any person (including, without limitation, an insurance company investing its general accounts, an investment manager, a named fiduciary or a trustee of any Plan) who is using “plan assets”, within the meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101, of any Plan (a “Plan Investor”) to effect such acquisition. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Purchaser will not transfer such Certificates to any transferee unless such transferee meets the requirements set forth above. Very truly yours, (Purchaser) By: Name: Title: EXHIBIT O-1 FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY Re: SG Mortgage Securities Trust 2006-FRE1 Asset-Backed Certificates, Series 2006-FRE1 Reference is hereby made to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) among SG Mortgage Securities, LLC, as Depositor, Xxxxx Fargo Bank, N.A., as Servicer, as Custodian, as Master Servicer and as Securities Administrator, and HSBC Bank USA, National Association, as Trustee, dated as of March 24, 2006. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement. This letter relates to U.S. $__________ aggregate principal amount of Restricted Securities which are held in the form of a Restricted Global Security with DTC in the name of [name of transferor] ________________________________ Date Re: Xxxxxxx Xxxxx Mortgage Investors Trust Series MLCC 2006-2 Mortgage Pass-Through Certificates _______________________ (the “"Transferor”") has reviewed the attached affidavit of _____________________________ (the "Transferee"), and has no actual knowledge that such affidavit is not true and has no reason to effect believe that the transfer information contained in paragraph 7 thereof is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or collection of the Securities in exchange for an equivalent beneficial interest in any federal, state or local taxes legally required to be paid with respect to a Regulation S Global SecurityResidual Certificate. In connection with such requestaddition, the Transferor does hereby certify has conducted a reasonable investigation at the time of the transfer and found that such transfer the Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, ---------------------------------------- Name: ---------------------------------- Title: --------------------------------- EXHIBIT D-1 STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT EXHIBIT: STANDARD FILE LAYOUT - DELINQUENCY REPORTING COLUMN/HEADER NAME DESCRIPTION DECIMAL FORMAT COMMENT --------------------------- ------------------------------------------------------------ ------- -------------- SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This may be different than the LOAN_NBR LOAN_NBR A unique identifier assigned to each loan by the originator. CLIENT_NBR Servicer Client Number SERV_INVESTOR_NBR Contains a unique number as assigned by an external servicer to identify a group of loans in their system. BORROWER_FIRST_NAME First Name of the Borrower. BORROWER_LAST_NAME Last name of the borrower. PROP_ADDRESS Street Name and Number of Property PROP_STATE The state where the property located. PROP_ZIP Zip code where the property is located. BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due to the MM/DD/YYYY servicer at the end of processing cycle, as reported by Servicer. LOAN_TYPE Loan Type (i.e. FHA, VA, Conv) BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed. BANKRUPTCY_CASE_NBR The case number assigned by the court to the bankruptcy filing. POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been effected approved MM/DD/YYYY by the courts BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either by MM/DD/YYYY Dismissal, Discharged and/or a Motion For Relief Was Granted. LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The Servicer MM/DD/YYYY LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan Such As; LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To End/Close MM/DD/YYYY LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer with MM/DD/YYYY instructions to begin foreclosure proceedings. ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue Foreclosure MM/DD/YYYY FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in accordance a Foreclosure MM/DD/YYYY Action FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected to occur. MM/DD/YYYY FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY FRCLSR_SALE_AMT The amount a property sold for at the foreclosure sale. 2 No commas(,) or dollar signs ($) EVICTION_START_DATE The date the servicer initiates eviction of the borrower. MM/DD/YYYY EVICTION_COMPLETED_DATE The date the court revokes legal possession of the property MM/DD/YYYY from the borrower. LIST_PRICE The price at which an REO property is marketed. 2 No commas(,) or dollar signs ($) LIST_DATE The date an REO property is listed at a particular price. MM/DD/YYYY OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,) or dollar signs ($) OFFER_DATE_TIME The date an offer is received by DA Admin or by the Servicer. MM/DD/YYYY REO_CLOSING_DATE The date the REO sale of the property is scheduled to close. MM/DD/YYYY REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY OCCUPANT_CODE Classification of how the property is occupied. PROP_CONDITION_CODE A code that indicates the condition of the property. PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY CURR_PROP_VAL The current "as is" value of the property based on brokers 2 price opinion or appraisal. REPAIRED_PROP_VAL The amount the property would be worth if repairs are 2 completed pursuant to a broker's price opinion or appraisal. IF APPLICABLE: DELINQ_STATUS_CODE FNMA Code Describing Status of Loan DELINQ_REASON_CODE The circumstances which caused a borrower to stop paying on a loan. Code indicates the reason why the loan is in default for this cycle. MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With Mortgage MM/DD/YYYY Insurance Company. MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,) or dollar signs ($) MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim Payment MM/DD/YYYY MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,) or dollar signs ($) POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,) or dollar signs ($) POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By The Pool MM/DD/YYYY Insurer POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,) or dollar signs ($) FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,) or dollar signs ($) FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,) or dollar signs ($) FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,) or dollar signs ($) FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,) or dollar signs ($) VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,) or dollar signs ($) STANDARD FILE CODES - DELINQUENCY REPORTING The LOSS MIT TYPE field should show the approved Loss Mitigation Code as follows: - ASUM- Approved Assumption - BAP- Borrower Assistance Program - DIL- Deed-in-Lieu - FFA- Formal Forbearance Agreement - MOD- Loan Modification - PRE- Pre-Sale - MISC- Anything else approved by the PMI or Pool Insurer NOTE: Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Xxxxx Fargo Bank with a description of each of the Loss Mitigation Types prior to sending the file. The OCCUPANT CODE field should show the current status of the property code as follows: - Mortgagor - Unknown - Vacant The PROPERTY CONDITION field should show the last reported condition of the property as follows: - Damaged - Excellent - Fair - Gone - Good - Poor - Special Hazard - Unknown STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED The FNMA DELINQUENT REASON CODE field should show the Reason for Delinquency as follows: DELINQUENCY CODE DELINQUENCY DESCRIPTION ---------------- ----------------------- 001 FNMA-Death of principal mortgagor 002 FNMA-Illness of principal mortgagor 003 FNMA-Illness of mortgagor's family member 004 FNMA-Death of mortgagor's family member 005 FNMA-Marital difficulties 006 FNMA-Curtailment of income 007 FNMA-Excessive Obligation 008 FNMA-Abandonment of property 009 FNMA-Distant employee transfer restrictions set forth in 011 FNMA-Property problem 012 FNMA-Inability to sell property 013 FNMA-Inability to rent property 014 FNMA-Military Service 015 FNMA-Other 016 FNMA-Unemployment 017 FNMA-Business failure 019 FNMA-Casualty loss 022 FNMA-Energy environment costs 023 FNMA-Servicing problems 026 FNMA-Payment adjustment 027 FNMA-Payment dispute 029 FNMA-Transfer of ownership pending 030 FNMA-Fraud 031 FNMA-Unable to contact borrower INC FNMA-Incarceration STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED The FNMA DELINQUENT STATUS CODE field should show the Pooling and Servicing Agreement and the Restricted Securities and in accordance with Rule 904 Status of Regulation S, and that:Default as follows: STATUS CODE STATUS DESCRIPTION ----------- ------------------ 09 Forbearance 17 Pre-foreclosure Sale Closing Plan Accepted 24 Government Seizure 26 Refinance 27 Assumption 28 Modification 29 Charge-Off 30 Third Party Sale 31 Probate 32 Military Indulgence 43 Foreclosure Started 44 Deed-in-Lieu Started 49 Assignment Completed 61 Second Lien Considerations 62 Veteran's Affairs-No Bid 63 Veteran's Affairs-Refund 64 Veteran's Affairs-Buydown 65 Chapter 7 Bankruptcy 66 Chapter 11 Bankruptcy 67 Chapter 13 Bankruptcy EXHIBIT D-2 STANDARD LAYOUT FOR MONTHLY REMITTANCE ADVICE STANDARD FILE LAYOUT - MASTER SERVICING
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series MLCC 2006-2)
NOTARY PUBLIC. COUNTY OF ---------------------------- STATE OF ----------------------------- My Commission commission expires the __ day of , 20 [Corporate Seal] ATTEST: [Assistant] Secretary Personally appeared before me the above-named __________________________, known or proved to me to be the same person who executed the foregoing instrument and to be the ____________________ of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee. Subscribed and sworn before me this ____ day of __________, . NOTARY PUBLIC My Commission expires the __ day of 20_________, 20__ . EXHIBIT L Form of Transferor Certificate [DATE] SG Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 C RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR) ---------------------------- Date Re: SG J.P. Morgan Mortgage Securities Trust 20062003-FRE1, AssetA0 Mortgage Pass-Backed Securities, Series 2006-FRE1 Ladies and Gentlemen: In connection with our disposition of the above Through Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act, (c) to the extent we are disposing of a Class [__] Certificate, we have no knowledge the Transferee is not a Permitted Transferee and (d) no purpose of the proposed disposition of a Class [___] Certificate is to impede the assessment or collection of tax. Very truly yours, TRANSFEROR By: Name: Title: EXHIBIT M [Reserved] EXHIBIT N Form of XXXXX Xxxxxxxxxxxxxx Xxxxxx , 0000 XX Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 HSBC Bank USA, National Association 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: SG Mortgage Securities Trust 2006-FRE1, Asset-Backed Securities, Series 2006-FRE1 Ladies and Gentlemen: _________________________ (the “Purchaser”"Transferor") intends to purchase from ___________________________ (has reviewed the “Seller”) $_____________ Initial Certificate Principal Balance attached affidavit of Asset-Backed Certificates, Series 2006-FRE1, Class __ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of March 24, 2006 among SG Mortgage Securities, LLC as depositor (the “Depositor”), Xxxxx Fargo Bank, N.A. as custodian, master servicer and securities administrator (in such capacities, the “Master Servicer”) and as servicer (in such capacity, the “Servicer”), and HSBC Bank USA, National Association as trustee (the “Trustee”). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Purchaser is not an employee benefit plan or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (a “Plan”), or any person (including, without limitation, an insurance company investing its general accounts, an investment manager, a named fiduciary or a trustee of any Plan) who is using “plan assets”, within the meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101, of any Plan (a “Plan Investor”) to effect such acquisition. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, Servicer, the Master Servicer and the Trustee that the Purchaser will not transfer such Certificates to any transferee unless such transferee meets the requirements set forth above. Very truly yours, (Purchaser) By: Name: Title: EXHIBIT O-1 FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY Re: SG Mortgage Securities Trust 2006-FRE1 Asset-Backed Certificates, Series 2006-FRE1 Reference is hereby made to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) among SG Mortgage Securities, LLC, as Depositor, Xxxxx Fargo Bank, N.A., as Servicer, as Custodian, as Master Servicer and as Securities Administrator, and HSBC Bank USA, National Association, as Trustee, dated as of March 24, 2006. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement. This letter relates to U.S. $__________ aggregate principal amount of Restricted Securities which are held in the form of a Restricted Global Security with DTC in the name of [name of transferor] ________________________________ (the “Transferor”) "Transferee"), and has no actual knowledge that such affidavit is not true and has no reason to effect believe that the transfer information contained in paragraph 7 thereof is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or collection of the Securities in exchange for an equivalent beneficial interest in any federal, state or local taxes legally required to be paid with respect to a Regulation S Global SecurityResidual Certificate. In connection with such requestaddition, the Transferor does hereby certify that such transfer has been effected in accordance with conducted a reasonable investigation at the time of the transfer restrictions set forth in and found that the Pooling Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, -------------------------------------- Name: Title: EXHIBIT D [RESERVED] EXHIBIT E LIST OF PURCHASE AND SERVICING AGREEMENTS Mortgage Loan Flow Purchase, Sale and Servicing Agreement among J.P. Morgan Mortgage Acquisixxxx Xxxx., Xxxxant Mortgage Corporation ("Cendant") and the Restricted Securities and in accordance with Rule 904 of Regulation SBishop's Gate Residential Mortgagx Xxxxx (formerly known as Cendant Residential Mortgage Trust), as Sellers, and that:Cendant, as Servicer, dated April 29, 2003, as modified by the Acknowledgement. EXHIBIT F [RESERVED] EXHIBIT G LIST OF LIMITED PURPOSE SURETY BONDS
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J P Morgan Acceptance Corp I)
NOTARY PUBLIC. My Commission expires the __ day of , 20 [Corporate Seal] ATTEST: [Assistant] Secretary Personally appeared before me the above-named __________________________, known or proved to me to be the same person who executed the foregoing instrument and to be the ____________________ of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee. Subscribed and sworn before me this ____ day of __________, . NOTARY PUBLIC My Commission expires the __ day of _________, 20__ EXHIBIT L Form of Transferor Certificate [DATE] SG I FORM OF TRANSFEROR CERTIFICATE __________, 20__ GS Mortgage Securities, LLC 0000 Securities Corp. 00 Xxxxx Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 [Address] Re: SG Mortgage Securities GSAA Home Equity Trust 20062005-FRE16, Asset-Backed SecuritiesCertificates Series 2005-6, Series 2006-FRE1 Class ___ --------------------------------------------------------------- Ladies and Gentlemen: In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the “"Act”"), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act, Act and (c) to the extent we are disposing of a Class [__] Residual Certificate, (A) we have no knowledge the Transferee is not a Permitted Transferee and (dB) no purpose after conducting a reasonable investigation of the proposed disposition financial condition of a Class [___] Certificate is the Transferee, we have no knowledge and no reason to impede believe that the assessment or collection Transferee will not pay all taxes with respect to the Residual Certificates as they become due and (C) we have no reason to believe that the statements made in paragraphs 7, 10 and 11 of taxthe Transferee's Residual Transfer Affidavit are false. Very truly yours, TRANSFEROR -------------------------------------- Print Name of Transferor By: Name: Title: ----------------------------------- Authorized Officer EXHIBIT M [Reserved] EXHIBIT N Form of XXXXX Xxxxxxxxxxxxxx Xxxxxx , 0000 XX Mortgage Securities, LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 HSBC Bank USA, National Association 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Bank, N.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: SG Mortgage Securities Trust 2006-FRE1, Asset-Backed Securities, Series 2006-FRE1 Ladies and Gentlemen: J FORM OF RULE 144A LETTER _______________________, 20__ (the “Purchaser”) intends to purchase from ___________________________ (the “Seller”) $_____________ Initial Certificate Principal Balance of GS Mortgage Securities Corp. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Fargo Bank, N.A. [Address] Re: GSAA Home Equity Trust 2005-6, Asset-Backed Certificates, Series 20062005-FRE16, Class ___ ---------------------------------------------------------------- Ladies and Gentlemen: In connection with our acquisition of the above Certificates we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the “Certificates”"Act"), issued pursuant or any state securities laws and are being transferred to us in a transaction that is exempt from the Pooling registration requirements of the Act and Servicing Agreement any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the “Pooling merits and Servicing Agreement”), dated as risks of March 24, 2006 among SG Mortgage Securities, LLC as depositor (the “Depositor”), Xxxxx Fargo Bank, N.A. as custodian, master servicer and securities administrator (in such capacities, the “Master Servicer”) and as servicer (in such capacity, the “Servicer”), and HSBC Bank USA, National Association as trustee (the “Trustee”). All terms used herein and not otherwise defined shall have the meanings set forth investments in the Pooling Certificates, (c) we have had the opportunity to ask questions of and Servicing Agreement. The Purchaser hereby certifiesreceive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, represents and warrants to(d) either we are purchasing a Class A-1 Certificate, and covenants withClass A-2 Certificate, the DepositorClass A-3 Certificate, ServicerClass M-1 Certificate, the Master Servicer and the Trustee that the Purchaser is Class M-2 Certificate, Class M-3 Certificate, Class M-4 Certificate, Class B-1, Class B-2, Class B-3 or a Class B-4 Certificate, or we are not an employee benefit plan or other plan that is subject to the prohibited transaction provisions Title I of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”) "), or a plan or arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “"Code”) (a “Plan”"), or a plan subject to any person (includingfederal, without limitationstate or local law materially similar to the foregoing provisions of ERISA or the Code, an insurance company investing its general accounts, an investment manager, a named fiduciary or a trustee nor are we acting on behalf of any Plan) who is such plan or arrangement or using “plan assets”, within the meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101, assets of any Plan (a “Plan Investor”) such plan or arrangement to effect such acquisition. In addition, or, with respect to a Class X Certificate or Class P Certificate that has been the subject of an ERISA-Qualifying Underwriting, the Purchaser hereby certifiespurchaser is an insurance company that is purchasing this certificate with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and the purchase and holding of such Certificates satisfy the requirements for exemptive relief under Sections I and III of PTCE 95-60, represents and warrants (e) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates or any other similar security to, and covenants or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Depositor, Servicer, Certificates under the Master Servicer and Securities Act or that would render the Trustee that disposition of the Purchaser will not transfer such Certificates to any transferee unless such transferee meets the requirements set forth above. Very truly yours, (Purchaser) By: Name: Title: EXHIBIT O-1 FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY Re: SG Mortgage Securities Trust 2006-FRE1 Asset-Backed Certificates, Series 2006-FRE1 Reference is hereby made to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) among SG Mortgage Securities, LLC, as Depositor, Xxxxx Fargo Bank, N.A., as Servicer, as Custodian, as Master Servicer and as Securities Administrator, and HSBC Bank USA, National Association, as Trustee, dated as a violation of March 24, 2006. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement. This letter relates to U.S. $__________ aggregate principal amount of Restricted Securities which are held in the form of a Restricted Global Security with DTC in the name of [name of transferor] ________________________________ (the “Transferor”) to effect the transfer Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in exchange such manner with respect to the Certificates and (f) we are a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for an equivalent beneficial interest in a Regulation S Global Security. In connection with such requestour own account or for resale pursuant to Rule 144A and further, the Transferor does hereby certify understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer has been effected is being made in accordance with reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the transfer restrictions set forth Securities Act. ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A -------------------------------------------------------- [For Transferees Other Than Registered Investment Companies] The undersigned (the "Buyer") hereby certifies as follows to the parties listed in the Pooling and Servicing Agreement and Rule 144A Transferee Certificate to which this certification relates with respect to the Restricted Securities and in accordance with Rule 904 of Regulation S, and thatCertificates described therein:
Appears in 1 contract
