Attached files
EX-33.4
Select Portfolio Servicing, Inc. and subsidiaries, an indirect subsidiary of
Credit Suisse (USA), Inc.
Management's Assertion of Compliance
1. Management of Select Portfolio Servicing, Inc. and subsidiaries, an indirect
subsidiary of Credit Suisse (USA), Inc., (the "Company") is responsible for
assessing compliance with the servicing criteria applicable to it under
paragraph (d) of Item 1122 of Regulation AB, as of and for the year ended
December 31, 2011 (the "Reporting Period"), as set forth in Appendix A
hereto. The transactions covered by this report include asset-backed
securities transactions for which SPS acted as servicer involving
residential mortgage-backed securities (the "Platform");
2. The Company has engaged certain vendors, which are not servicers as defined
in Item 1101(j) of Regulation AB (the "Vendors"), to perform specific,
limited or scripted activities, and SPS elects to take responsibility for
assessing compliance with the servicing criteria or portion of the servicing
criteria applicable to such Vendors' activities as set forth in Appendix A
hereto;
3. Except as set forth in paragraph 4 below, SPS used the criteria set forth in
paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;
4. The criteria listed in the column titled "Inapplicable Servicing Criteria"
on Appendix A hereto are inapplicable to SPS based on the activities it
performs, directly or through its Vendors, with respect to the Platform;
5. The Company has complied, in all material respects, with the applicable
servicing criteria as of December 31, 2011 and for the Reporting Period with
respect to the Platform taken as a whole;
6. The Company has not identified and is not aware of any material instance of
noncompliance by the Vendors with the applicable servicing criteria as of
and for the Reporting Period with respect to the Platform taken as a whole;
7. The Company has not identified any material deficiency in its policies and
procedures to monitor the compliance by the Vendors with the applicable
servicing criteria as of and for the Reporting Period with respect to the
Platform taken as a whole; and
8. KPMG LLP, a registered public accounting firm, has issued an attestation
report on SPS's assessment of compliance with the applicable servicing
criteria for the Reporting Period.
(page)
2/24/2012
Select Portfolio Servicing, Inc. and subsidiaries,
an indirect subsidiary of Credit Suisse
(USA), Inc.
By: /s/ Timothy J. O'Brien
Timothy J. O'Brien
President
(page)
APPENDIX A
APPLICABLE
SERVICING CRITERIA SERVICING CRITERIA
Performed
by
Vendor(s)
Performed for which
Directly SPS is the INAPPLICABLE
by Responsible SERVICING
Reference Criteria SPS Party CRITERIA
General Servicing Considerations
Policies and procedures are instituted X
to monitor any performance or other
triggers and events of default in
accordance with the transaction
1122(d)(1)(i) agreements.
If any material servicing activities X
are outsourced to third parties, policies
and procedures are instituted to monitor
the third party's performance and
compliance with such servicing
1122(d)(1)(ii) activities.
Any requirements in the transaction X
agreements to maintain a back-up servicer
1122(d)(1)(iii) for the [pool assets] are maintained.
A fidelity bond and errors and X
omissions policy is in effect on the
party participating in the servicing
function throughout the reporting period
in the amount of coverage required by and
otherwise in accordance with the terms of
1122(d)(1)(iv) the transaction agreements.
Cash Collection and Administration
Payments on [pool assets] are deposited X
into the appropriate custodial bank
accounts and related bank clearing
accounts no more than two business days
following receipt, or such other number
of days specified in the transaction
1122(d)(2)(i) agreements.
Disbursements made via wire transfer on X
behalf of an obligor or to investor are
1122(d)(2)(ii) made only by authorized personnel.
Advances of funds or guarantees X
regarding collections, cash flows or
distributions, and any interest or other
fees charged for such advances, are made,
reviewed and approved as specified in
1122(d)(2)(iii) the transaction agreements.
The related accounts for the X
transaction, such as cash reserve
accounts or accounts established as a
form of overcollateralization, are
separately maintained (e.g., with respect
to commingling of cash) as set forth in
1122(d)(2)(iv) the transaction agreements.
Each custodial account is maintained at X
a federally insured depository
institution as set forth in the
transaction agreements. For purposes of
this criterion, "federally insured
depository institution" with respect to a
foreign financial institution means a
foreign financial institution that meets
the requirements of Rule 13k-1(b)(1)
1122(d)(2)(v) of the Securities Exchange Actb.
Unissued checks are safeguarded so as X
1122(d)(2)(vi) to prevent unauthorized access.
Reconciliations are prepared on a X^2 X^1,2
monthly basis for all asset-backed
securities related bank accounts,
including custodial accounts and related
bank clearing accounts. These
reconciliations are (A) mathematically
accurate; (B) prepared within 30
calendar days after the bank statement
cutoff date, or such other number of days
specified in the transaction agreements;
(C) reviewed and approved by someone
other than the person who prepared the
reconciliation; and (D) contain
explanations for reconciling items.
These reconciling items are resolved
within 90 calendar days of their original
identification, or such other number of
days specified in the transaction
1122(d)(2)(vii) agreements.
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APPLICABLE
SERVICING CRITERIA SERVICING CRITERIA
Performed
by
Vendor(s)
Performed for which
Directly SPS is the INAPPLICABLE
by Responsible SERVICING
Reference Criteria SPS Party CRITERIA
Investor Remittances and Reporting
Reports to investors, including those X
to be filed with the Commission, are
maintained in accordance with the
transaction agreements and applicable
Commission requirements. Specifically,
such reports (A) are prepared in
accordance with timeframes and other
terms set forth in the transaction
agreements; (B) provide information
calculated in accordance with the terms
specified in the transaction agreements;
(C) are filed with the Commission as
required by its rules and regulations;
and (D) agree with the investors' or the
trustee's records as to the total unpaid
principal balance and number of [pool
1122(d)(3)(i) assets] serviced by the Servicer.
Amounts due to investors are allocated X
and remitted in accordance with
timeframes, distribution priority and
other terms set forth in the transaction
1122(d)(3)(ii) agreements.
Disbursements made to an investor are X
posted within two business days to the
Servicer's investor records, or such other
number of days specified in the transaction
1122(d)(3)(iii) agreements.
Amounts remitted to investors per the X
investor reports agree with cancelled
checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
Pool Asset Administration
Collateral or security on [pool assets] X
is maintained as required by the
transaction agreements or related
1122(d)(4)(i) mortgage loan documents.
[pool asset] and related documents X
are safeguarded as required by the
1122(d)(4)(ii) transaction agreements
Any additions, removals or substitutions X
to the asset pool are made, reviewed
and approved in accordance with
any conditions or requirements in the
1122(d)(4)(iii) transaction agreements.
Payments on [pool assets], including any X
payoffs, made in accordance with the
related [pool asset] documents are posted
to the Servicer's obligor records
maintained no more than two business days
after receipt, or such other number of days
specified in the transaction agreements,
and allocated to principal, interest, or
other items (e.g., escrow) in accordance
1122(d)(4)(iv) with the related [pool asset] documents.
The Servicer's records regarding the X
[pool assets] agree with the Servicer's
records with respect to an obligor's
1122(d)(4)(v) unpaid principal balance.
Changes with respect to the terms or X
status of an obligor's [pool assets]
(e.g., loan modifications or re-agings)
are made, reviewed and approved by
authorized personnel in accordance with
the transaction agreements and related
1122(d)(4)(vi) pool asset documents.
Loss mitigation or recovery actions X
(e.g., forbearance plans, modifications
and deeds in lieu of foreclosure,
foreclosures and repossessions, as
applicable) are initiated, conducted, and
concluded in accordance with
the timeframes or other requirements
established by the transaction
1122(d)(4)(vii) agreements.
(page)
APPLICABLE
SERVICING CRITERIA SERVICING CRITERIA
Performed
by
Vendor(s)
Performed for which
Directly SPS is the INAPPLICABLE
by Responsible SERVICING
Reference Criteria SPS Party CRITERIA
Records documenting collection efforts X
are maintained during the period a [pool
asset] is delinquent in accordance with
the transaction agreements. Such records
are maintained on at least a monthly
basis, or such other period specified in
the transaction agreements, and describe
the entity's activities in monitoring
delinquent [pool assets] including, for
example, phone calls, letters and payment
rescheduling plans in cases where
delinquency is deemed temporary (e.g.,
1122(d)(4)(viii) illness or unemployment).
Adjustments to interest rates or rates X X^1
of return for [pool assets] with variable
rates are computed based on the related
1122(d)(4)(ix) [pool asset] documents.
Regarding any funds held in trust for X X^1
an obligor (such as escrow accounts): (A)
such funds are analyzed, in accordance
with the obligor's [pool asset] documents,
on at least an annual basis, or such
other period specified in the transaction
agreements; (B) interest on such funds is
paid, or credited, to obligors in
accordance with applicable [pool asset]
documents and state laws; and (C) such
funds are returned to the obligor within
30 calendar days of full repayment of the
related [pool assets], or such other number
of days specified in the transaction
1122(d)(4)(x) agreements.
Payments made on behalf of an obligor X X^1
(such as tax or insurance payments) are
made on or before the related penalty or
expiration dates, as indicated on the
appropriate bills or notices for such
payments, provided that such support has
been received by the Servicer at least 30
calendar days prior to these dates, or
such other number of days specified in
1122(d)(4)(xi) the transaction agreements.
Any late payment penalties in X X^1
connection with any payment to be made on
behalf of an obligor are paid from the
Servicer's funds and not charged to the
obligor, unless the late payment was due
1122(d)(4)(xii) to the obligor's error or omission.
Disbursements made on behalf of an X X^1
obligor are posted within two business
days to the obligor's records maintained
by the Servicer, or such other number of
days specified in the transaction
1122(d)(4)(xiii) agreements.
Delinquencies, charge-offs and X
uncollectible accounts are recognized and
recorded in accordance with the
1122(d)(4)(xiv) transaction agreements.
Any external enhancement or other X
support, identified in Item
1114(a)(1) through (3) or Item 1115 of
Regulation AB, is maintained as set
1122(d)(4)(xv) forth in the transaction agreements.
1 SPS outsources a portion of the servicing criteria to Vendors and the Company has elected to take
responsibility for assessing such Vendors' compliance with the servicing criteria.
2 As of June 30, 2011 the vendor ceased performing its responsibilities with respect to criterion
1122(d)(2)(vii) and therefore the activities related to this criterion are only applicable to the vendor for the
period from January 1, 2011 to June 30, 2011. For the period from July 1, 2011 to December 31, 2011
the Company fully performed all activities and responsibilities related to criterion 1122(d)(2)(vii).