AMENDMENT NUMBER FIVE
Amended and Restated Master Mortgage Loan
Purchase and Servicing Agreement
dated as of January 1, 2005
by and between
GREENPOINT MORTGAGE FUNDING,
INC.
and
DB STRUCTURED PRODUCTS, INC.
This AMENDMENT NUMBER FIVE is made this 9
th day of June, 2006 by and between GREENPOINT MORTGAGE
FUNDING, INC. having an address at 100 Wood Hollow Drive, Novato,
California 94945 (the “Seller”) and DB STRUCTURED
PRODUCTS, INC. having an address at 60 Wall Street, New York, New
York 10005 (the “Purchaser”), to the Master Mortgage
Loan Purchase and Servicing Agreement, dated as of January 1, 2005,
by and between the Purchaser and the Seller (the
“Agreement”).
RECITALS
WHEREAS, the Purchaser and the Seller
desire to amend the Agreement, subject to the terms hereof, to
modify the Agreement as specified herein; and
WHEREAS, the Purchaser and the Seller
each have agreed to execute and deliver this Amendment Number Five
on the terms and conditions set forth herein.
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and of the mutual covenants herein contained, the
parties hereto hereby agree as follows:
SECTION 1.
Amendment . Effective as of June 9, 2006, the Agreement
is hereby amended as follows:
(a)
The definition of “Mortgage Loan
Schedule” in Section 1 of the Agreement is hereby amended (i)
by adding the words “, investment or a second home (e.g. a
vacation property)” after the words
“owner-occupied” in clause (4) of the first sentence
thereof and (ii) by deleting the period at the end of the first
sentence and replacing it with the following:
“; (48) a code indicating whether
the Mortgagor is a first-time home buyer; (49) the race of the
Mortgagor and any co-borrower; (50) the ethnicity of the Mortgagor
and any co-borrower; (51) the Mortgagor’s monthly housing
expense; (52) the Mortgagor’s monthly debt payment; and (53)
the gender of the Mortgagor and any co-borrower.”
(b)
Subpart (ix) of Section 7.02 of the
Agreement is hereby amended by adding the words “,
fair” after the word “predatory” in the first
sentence thereof.
(c)
Subpart (li) of Section 7.02 of the
Agreement is hereby amended by adding the following language
immediately after the words “as amended” in the first
sentence thereof:
“(“HOEPA”), or has an
“annual percentage rate” or “total points and
fees” payable by the borrower (as each such term is defined
under HOEPA) that equal or exceed the applicable thresholds defined
under HOEPA (Section 32 of Regulation Z, 12 C.F.R. Section
226.32(a)(1)(i) and (ii))”
(d)
Section 7.02 of the Agreement is hereby
amended by deleting subpart (lvii) thereof in its entirety and
replacing it with the following:
(lvii)
[Reserved]
(e)
Section 7.02 of the Agreement is hereby
amended by deleting subpart (lix) thereof in its entirety and
replacing it with the following:
(lix)
With respect to any Mortgage Loan that
contains a provision permitting imposition of a Prepayment Charge:
(a) the Mortgage Loan provides some benefit to the Mortgagor (e.g.,
a rate or fee reduction) in exchange for accepting such Prepayment
Charge; (b) the Mortgage Loan’s originator had a written
policy of offering the Mortgagor, or requiring third-party brokers
to offer the Mortgagor, the option of obtaining a Mortgage Loan
that did not require payment of such a Prepayment Charge; (c) the
Prepayment Charge was adequately disclosed to the Mortgagor
pursuant to applicable state and federal law, (d) the duration of
the prepayment period shall not exceed five (5) years from the date
of the Mortgage Note and (e) such Prepayment Charge shall not be
imposed in any instance where the Mortgage Loan is accelerated or
paid off in connection with the workout of a delinquent mortgage or
due to the Mortgagor’s default, notwithstanding that the
terms of the Mortgage Loan or state or federal law might permit the
imposition of such Prepayment Charge;
(f)
Section 7.02 of the Agreement is hereby
amended by deleting subpart (lx) thereof in its entirety and
replacing it with the following:
(lx)
No Mortgagor was required to purchase any
single premium credit insurance policy (e.g., life, mortgage,
disability, accident, unemployment, property or health
insurance product) or debt cancellation agreement as a condition of
obtaining the extension of credit. No Mortgagor obtained a prepaid
single premium credit insurance policy (e.g., life, mortgage,
disability, accident, unemployment, property or health insurance
product) or debt cancellation agreement in connection with the
origination of the Mortgage Loan; No proceeds from any Mortgage
Loan were used to purchase single premium credit insurance policies
(e.g., life, mortgage, disability, accident, unemployment, property
or health insurance product) or debt cancellation agreements as
part of the origination of, or as a condition to closing, such
Mortgage Loan;
(g)
Section 7.02 of the Agreement is hereby
amended by deleting subpart (lxv) thereof in its entirety and
replacing it with the following:
(lxv)
No Mortgagor was encouraged or required
to select a Mortgage Loan product offered by the Mortgage
Loan’s originator which is a higher cost product designed for
less creditworthy borrowers, taking into account such facts as,
without limitation, the mortgage loan’s requirements and the
Mortgagor’s credit history, income, assets and liabilities.
Each borrower who sought financing through a Mortgage Loan
originator’s higher-priced subprime lending channel, was
directed towards or offered the Mortgage Loan originator’s
standard mortgage line if the borrower was able to qualify for one
of the standard products. If, at the time of the related loan
application, the Mortgagor may have qualified for a lower cost
credit product then offered by any mortgage lending affiliate of
the Seller, the Seller referred the Mortgagor’s application
to such affiliate for underwriting consideration;
(h)
Section 7.02 of the Agreement is hereby
amended by deleting subpart (lxvi) thereof in its entirety and
replacing it with the following:
(lxvi)
The methodology used in underwriting the
extension of credit for each Mortgage Loan did not rely on the
extent of the Mortgagor’s equity in the collateral as the
principal determining factor in approving such extension of credit.
The methodology employed objective criteria that related such
facts as, without limitation, the Mortgagor’s credit history,
income, assets or liabilities, to the proposed mortgage payment
and, based on such methodology, the Mortgage Loan’s
originator made a reasonable determination that at the time of
origination the Mortgagor had the ability to make timely payments
on the Mortgage Loan;
(i)
Section 7.02 of the Agreement is hereby
amended by deleting subpart (lxvii) thereof in its entirety and
replacing it with the following:
(lxvii)
All points, fees and charges, including
finance charges (whether or not financed, assessed, collected or to
be collected), in connection with the origination and servicing of
any Mortgage Loan were disclosed in writing to the related
Mortgagor in accordance with applicable state and federal law and
regulation and no related Mortgagor was charged “points and
fees” (whether or not financed) in an amount that exceeds the
greater of (1) 5% of the principal amount of such loan or (2)
$1,000. For the purposes of this representation,
“points and fees” (a) include origination,
underwriting, broker and finder’s fees and charges that the
lender imposed as a condition of making the Mortgage Loan, whether
they are paid to the lender or a third party; and (b) exclude bona
fide discount points, fees paid for actual services rendered in
connection with the origination of the Mortgage Loan (such as
attorneys’ fees, notaries fees and fees paid for property
appraisals, credit reports, surveys, title examinations and
extracts, flood and tax certifications, and home inspections) and
the cost of mortgage insurance or credit-risk price adjustments;
the costs of title, hazard, and flood insurance policies; state and
local transfer taxes or fees; escrow deposits for the future
payment of taxes and insurance premiums; and other miscellaneous
fees and charges that, in total, do not exceed 0.25 percent of the
loan amount);
(j)
Section 7.02 of the Agreement is hereby
amended by deleting subpart (lxxxiv) in its entirety and replacing
it with the following:
(lxxxiv)
With respect to any Mortgage Loan that is
secured in whole or in part by an interest in manufactured housing,
upon the origination of each such Mortgage Loan such manufactured
housing unit either (i) will be the principal residence of the
Mortgagor or (ii) will be classified as real property under
applicable state law.
(k)
Section 12 of the Agreement is hereby
amended by deleting subparts (8), (9), (10), (11) and (12) thereto
and replacing them with the following:
(8)
to deliver to the Purchaser such
information, reports, letters and certifications as are required
pursuant to Section 12A and to indemnify the Purchaser and its
affiliates as set forth in Section 12A;
(9)
to deliver to the Purchaser for inclusion
in any prospectus or other offering material such publicly
available information regarding the Seller, its financial condition
and its mortgage loan delinquency, foreclosure and loss experience
and any additional information requested by the Purchaser, and to
deliver to the Purchaser any similar nonpublic, unaudited financial
information, in which case the Purchaser shall bear the cost of
having such information audited by certified public accountants if
the Purchaser desires such an audit, or as is otherwise reasonably
requested by the Purchaser and which the Seller is capable of
providing without unreasonable effort or expense, and to indemnify
the Purchaser and its affiliates for material misstatements or
omissions contained (i) in such information and (ii) on the
Mortgage Loan Schedule;
(10)
to deliver to the Purchaser and to any
Person designated by the Purchaser, at the Purchaser’s
expense, such statements and audit letters of reputable, certified
public accountants pertaining to information provided by the Seller
pursuant to clause 9 above as shall be reasonably requested by the
Purchaser;
(l)
Section 12 of the Agreement is hereby
amended by renumbering subpart (14) as subpart (11).
(m)
Section 12 of the Agreement is hereby
amended by deleting the last paragraph thereto in its
entirety.
(n)
The Agreement is hereby amended by
inserting the following Section 12A immediately following Section
12.
SECTION 12A
Compliance with Regulation
AB .
Subsection 12A.01. Intent of the
Parties; Reasonableness .
The Purchaser and the Seller acknowledge
and agree that the purpose of Section 12A of this Agreement is to
facilitate compliance by the Purchaser and any Depositor with the
provisions of Regulation AB and related rules and regulations of
the Commission. Although Regulation AB is applicable by its
terms only to offerings of asset-backed securities that are
registered under the Securities Act, the Seller acknowledges that
investors in privately offered securities may require that the
Purchaser or any Depositor provide comparable disclosure in
unregistered offerings. References in this Agreement to
compliance with Regulation AB include provision of comparable
disclosure in private offerings. Neither the Purchaser nor
any Depositor shall exercise its right to request delivery of
information or other performance under these provisions other than
in good faith, or for purposes other than compliance with the
Securities Act, the Exchange Act and, in each case, the rules and
regulations of the Commission thereunder (or the provision in a
private offering of disclosure comparable to that required under
the Securities Act) and the Sarbanes-Oxley Act. The Seller
acknowledges that interpretations of the requirements of Regulation
AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, consensus among
participants in the asset-backed securities markets, advice of
counsel, or otherwise, and agrees to comply with reasonable
requests made by the Purchaser, any Master Servicer or any
Depositor in good faith for delivery of information within a
reasonable timeframe under these provisions on the basis of
established and evolving interpretations of Regulation AB. In
connection with any Securitization Transaction, the Seller shall
cooperate fully with the Purchaser and any Master Servicer to
deliver to the Purchaser (including any of its assignees or
designees), any Master Servicer and any Depositor, any and all
statements, reports, certifications, records and any other
information necessary in the good faith determination of the
Purchaser, the Master Servicer or any Depositor to permit the
Purchaser, such Master Servicer or such Depositor to comply with
the provisions of Regulation AB, together with such disclosures
relating to the Seller, any Subservicer, any Third-Party Originator
and the Mortgage Loans, or the servicing of the Mortgage Loans,
reasonably believed by the Purchaser or any Depositor to be
necessary in order to effect such compliance. In the event of
any conflict between Section 12A and any other term or provision in
this Agreement, the provisions of Section 12A shall
control.
The Purchaser (including any of its
assignees or designees) shall cooperate with the Seller by
providing timely notice of requests for information under these
provisions and by reasonably limiting such requests to information
required, in the Purchaser’s reasonable judgment, to comply
with Regulation AB.
Subsection 12A.02. Additional
Representations and Warranties of the Seller .
(a)
The Seller hereby represents to the
Purchaser, to any Master Servicer and to any Depositor, as of the
date on which information is first provided to the Purchaser, any
Master Servicer or any Depositor under Subsection 12A.03 that,
except as disclosed in writing to the Purchaser, such Master
Servicer or such Depositor prior to such date: (i) the Seller is
not aware and has not received notice that any default, early
amortization or other performance triggering event has occurred as
to any other securitization due to any act or failure to act of the
Seller; (ii) the Seller has not been terminated as servicer in a
residential Mortgage Loan securitization, either due to a servicing
default or to application of a servicing performance test or
trigger; (iii) no material noncompliance with the applicable
servicing criteria with respect to other securitizations of
residential Mortgage Loans involving the Seller as servicer has
been disclosed or reported by the Seller; (iv) no material changes
to the Seller’s policies or procedures with respect to the
servicing function it will perform under this Agreement and any
Reconstitution Agreement for Mortgage Loans of a type similar to
the Mortgage Loans have occurred during the three-year period
immediately preceding the related Securitization Transaction; (v)
there are no aspects of the Seller’s financial condition that
could have a material adverse effect on the performance by the
Seller of its servicing obligations under this Agreement or any
Reconstitution Agreement; (vi) there are no legal or governmental
proceedings pending (or known to be contemplated) against the
Seller, any Subservicer or any Third-Party Originator that would be
material to investors in the securities issued in a Securitization
Transaction; and (vii) there are no affiliations, relationships or
transactions relating to the Seller, any Subservicer or any
Third-Party Originator with respect to any Securitization
Transaction and any party thereto identified by the related
Depositor of a type described in Item 1119 of Regulation
AB.
(b)
If so requested by the Purchaser, any
Master Servicer or any Depositor on any date following the date on
which information is first provided to the Purchaser, any Master
Servicer or any Depositor under Subsection 12A.03, the Seller
shall, within five (5) Business Days following such request,
confirm in writing the accuracy of the representations and
warranties set forth in paragraph (a) of this Subsection or, if any
such representation and warranty is not accurate as of the date of
such request, provide reasonably adequate disclosure of the
pertinent facts, in writing, to the requesting party.
Subsection 12A.03. Information to Be
Provided by the Seller .
In connection with any Securitization
Transaction the Seller shall (i) within five (5) Business Days
following request by the Purchaser or any Depositor, provide to the
Purchaser and such Depositor (or, as applicable, cause each
Third-Party Originator and each Subservicer to provide), in writing
and in form and substance reasonably satisfactory to the Purchaser
and such Depositor, the information and materials specified in
paragraphs (a), (b), (c) and (g) of this Subsection, and (ii) as
promptly as practicable following notice to or discovery by the
Seller, provide to the Purchaser and any Depositor (in writing and
in form and substance reasonably satisfactory to the Purchaser and
such Depositor) the information specified in paragraph (d) of this
Section.
(a)
If so requested by the Purchaser or any
Depositor, the Seller shall provide such information regarding (i)
the Seller, as originator of the Mortgage Loans (including as an
acquirer of Mortgage Loans from a Qualified Correspondent), or (ii)
each Third-Party Originator, and (iii) as applicable, each
Subservicer, as is requested for the purpose of compliance with
Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such
information shall include, at a minimum:
(A)
the originator’s form of
organization;
(B)
to the extent material, a
description of the originator’s origination program and how
long the originator has been engaged in originating residential
Mortgage Loans, which description shall include a discussion of the
originator’s experience in originating Mortgage Loans of a
similar type as the Mortgage Loans; if material, information
regarding the size and composition of the originator’s
origination portfolio; and information that may be material, in the
good faith judgment of the Purchaser or any Depositor, to an
analysis of the performance of the Mortgage Loans, including the
originators’ credit-granting or underwriting criteria for
Mortgage Loans of similar type(s) as the Mortgage Loans and such
other information as the Purchaser or any Depositor may reasonably
request for the purpose of compliance with Item 1110(b)(2) of
Regulation AB;
(C)
a brief description of any legal or
governmental proceedings pending (or known to be contemplated)
against the Seller, each Third-Party Originator and each
Subservicer that would be material to the investors in the
securities issued in a Securitization Transaction; and
(D)
a description of any affiliation or
relationship between the Seller, each Third-Party Originator, each
Subservicer and any of the following parties to a Securitization
Transaction, as such parties are identified to the Seller by the
Purchaser or any Depositor in writing in advance of such
Securitization Transaction:
(1)
the sponsor;
(2)
the depositor;
(3)
the issuing entity;
(4)
any servicer;
(5)
any trustee;
(6)
any originator;
(7)
any significant obligor;
(8)
any enhancement or support provider;
and
(9)
any other material transaction
party.
(b)
If so requested by the Purchaser or any
Depositor, the Seller shall provide (or, as applicable, cause each
Third-Party Originator to provide) Static Pool Information with
respect to the Mortgage Loans (of a similar type as the Mortgage
Loans, as reasonably identified by the Purchaser as provided below)
serviced by the Seller or any Third-Party Originator and originated
by (i) the Seller, if the Seller is an originator of Mortgage Loans
(including as an acquirer of Mortgage Loans from a Qualified
Correspondent), and/or (ii) each Third-Party Originator. Such
Static Pool Information shall be prepared by the Seller (or
Third-Party Originator) on the basis of its reasonable, good faith
interpretation of the requirements of Item 1105(a)(1)-(3) of
Regulation AB for the period of time the Seller (or any Third-Party
Originator) serviced Mortgage Loans. To the extent that there is
reasonably available to the Seller (or Third-Party Originator)
Static Pool Information with respect to more than one Mortgage Loan
type, the Purchaser or any Depositor shall be entitled to specify
whether some or all of such information shall be provided pursuant
to this paragraph. The content of such Static Pool Information may
be in the form customarily provided by the Seller, and need not be
customized for the Purchaser or any Depositor. Such Static Pool
Information for each vintage origination year or prior securitized
pool, as applicable, shall be presented in increments no less
frequently than quarterly over the life of the Mortgage Loans
included in the vintage origination year or prior securitized pool.
The most recent periodic increment must be as of a date no later
than one hundred thirty-five (135) days prior to the date of the
prospectus or other offering document in which the Static Pool
Information is to be included or incorporated by reference. The
Static Pool Information shall be provided in an electronic format
that provides a permanent record of the information provided, such
as a portable document format (pdf) file, or other such electronic
format reasonably required by the Purchaser or the Depositor, as
applicable.
Promptly following notice or discovery of
a material error in Static Pool Information provided pursuant to
the immediately preceding paragraph (including an omission to
include therein information required to be provided pursuant to
such paragraph), the Seller shall provide corrected Static Pool
Information to the Purchaser or any Depositor, as applicable, in
the same format in which Static Pool Information was previously
provided to such party by the Seller.
If so requested by the Purchaser or any
Depositor, the Seller shall provide (or, as applicable, cause each
Third-Party Originator to provide), at the expense of the
requesting party (to the extent of any additional incremental
expense associated with delivery pursuant to this Agreement), such
agreed-upon procedures letters of certified public accountants
reasonably acceptable to the Purchaser or Depositor, as applicable,
pertaining to Static Pool Information relating to prior securitized
pools for securitizations closed on or after January 1, 2006 or, in
the case of Static Pool Information with respect to the
Seller’s or Third-Party Originator’s originations or
purchases, to calendar months commencing January 1, 2006, as the
Purchaser or such Depositor shall reasonably request. Such letters
shall be addressed to and be for the benefit of such parties as the
Purchaser or such Depositor shall designate, which may include, by
way of example, any Sponsor, any Depositor and any broker dealer
acting as underwriter, placement agent or initial purchaser with
respect to a Securitization Transaction. Any such statement or
letter may take the form of a standard, generally applicable
document accompanied by a reliance letter authorizing reliance by
the addressees designated by the Purchaser or such
Depositor.
(c)
If so requested by the Purchaser or any
Depositor, the Seller shall provide such information regarding the
Seller, as servicer of the Mortgage Loans, and each Subservicer
(each of the Seller and each Subservicer, for purposes of this
paragraph, a “Servicer”), as is reasonably requested
for the purpose of compliance with Items 1108, 1111, 1117 and 1119
of Regulation AB. Such information shall include, at a
minimum:
(A)
the Servicer’s form of
organization;
(B)
a description of how long the Servicer
has been servicing residential Mortgage Loans; a general discussion
of the Servicer’s experience in servicing assets of any type
as well as a more detailed discussion of the Servicer’s
experience in, and procedures for, the servicing function it will
perform under this Agreement and any Reconstitution Agreements;
information regarding the size, composition and growth of the
Servicer’s portfolio of residential Mortgage Loans of a type
similar to the Mortgage Loans and information on factors related to
the Servicer that may be material, in the good faith judgment of
the Purchaser or any Depositor, to any analysis of the servicing of
the Mortgage Loans or the related asset-backed securities, as
applicable, including, without limitation:
(1)
whether any prior securitizations of
Mortgage Loans of a type similar to the Mortgage Loans involving
the Servicer have defaulted or experienced an early amortization or
other performance triggering event because of servicing during the
three-year period immediately preceding the related Securitization
Transaction;
(2)
the extent of outsourcing the Servicer
utilizes;
(3)
whether there has been previous
disclosure of material noncompliance with the applicable servicing
criteria with respect to other securitizations of residential
Mortgage Loans involving the Servicer as a servicer during the
three-year period immediately preceding the related Securitization
Transaction;
(4)
whether the Servicer has been terminated
as servicer in a residential Mortgage Loan securitization, either
due to a servicing default or to application of a servicing
performance test or trigger; and
(5)
such other information as the Purchaser
or any Depositor may reasonably request for the purpose of
compliance with Item 1108(b)(2) of Regulation AB;
(C)
a description of any material changes
during the three-year period immediately preceding the related
Securitization Transaction to the Servicer’s policies or
procedures with respect to the servicing function it will perform
under this Agreement and any Reconstitution Agreements for Mortgage
Loans of a type similar to the Mortgage Loans;
(D)
information regarding the
Servicer’s financial condition, to the extent that there is a
material risk that an adverse financial event or circumstance
involving the Servicer could have a material adverse effect on the
performance by the Seller of its servicing obligations under this
Agreement or any Reconstitution Agreement;
(E)
information regarding advances made by
the Servicer on the Mortgage Loans and the Servicer’s overall
servicing portfolio of residential Mortgage Loans for the
three-year period immediately preceding the related Securitization
Transaction, which may be limited to a statement by an authorized
officer of the Servicer to the effect that the Servicer has made
all advances required to be made on residential Mortgage Loans
serviced by it during such period, or, if such statement would not
be accurate, information regarding the percentage and ty
