EXECUTION COPY
AMENDMENT REG AB TO
MORTGAGE LOAN PURCHASE, WARRANTIES AND SERVICING AGREEMENT
This is Amendment Reg AB, dated as of January 1, 2006 (this
"Amendment")
to the Mortgage Loan Purchase, Warranties and Servicing Agreement,
dated as of
May 1, 2005 (the "Agreement"), among BANK OF AMERICA, NATIONAL
ASSOCIATION, a
national banking association, as purchaser (the "Purchaser"),
JPMORGAN CHASE
BANK, NATIONAL ASSOCIATION, a national banking association, as a
seller and a
servicer ("JPM", a "Seller" and the "Servicer") and CHASE HOME
FINANCE LLC, a
Delaware limited liability company, as a seller ("CHF" and a
"Seller" and
together with JPM, the "Sellers").
WHEREAS, the Sellers have sold certain mortgage loans to the
Purchaser
pursuant to the terms of the Agreement; and
WHEREAS, the parties to the Agreement desire to make the amendments
to the
Agreement set forth below in order to reflect the intention of the
parties to
comply with Regulation AB.
In consideration of the mutual agreements herein contained, each
party
agrees as follows for the benefit of the other party:
ARTICLE I
Definitions
SECTION 1.01. Cross Reference to Definitions in Agreement.
Capitalized terms
used in this Amendment and not defined herein or amended by the
terms of this
Amendment shall have the meaning assigned to such terms in the
Agreement.
ARTICLE II
Amendments to the Agreement
SECTION 2.01. Section 1.01 (Defined Terms) of the Agreement is
hereby amended,
effective as of the date hereof for Mortgage Loans purchased by the
Purchaser
pursuant to the Agreement prior to the date hereof or hereafter,
by:
(a)
deleting in its entirety the definition of "Subservicer"; and
(b)
adding the following definitions thereto in their proper
alphabetical order:
Commission: The United States Securities and Exchange Commission.
Depositor: The depositor, as such term is defined in Regulation AB,
with
respect to any Securitization Transaction.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Master Servicer: With respect to any Securitization Transaction,
the
"master servicer," if any, identified in the related transaction
documents.
Qualified Correspondent: Any Person from which a Seller purchased
Mortgage
Loans, provided that the following conditions are satisfied: (i)
such
Mortgage Loans were originated pursuant to an agreement between
such
Seller and such Person that contemplated that such Person would
underwrite
mortgage loans from time to time, for sale to such Seller, in
accordance
with underwriting guidelines designated by such Seller ("Designated
Guidelines") or guidelines that do not vary materially from such
Designated Guidelines; (ii) such Mortgage Loans were in fact
underwritten
as described in clause (i) above and were acquired by such Seller
within
180 days after origination; (iii) either (x) the Designated
Guidelines
were, at the time such Mortgage Loans were originated, used by such
Seller
in origination of mortgage loans of the same type as the Mortgage
Loans
for such Seller's own account or (y) the Designated Guidelines
were, at
the time such Mortgage Loans were underwritten, designated by such
Seller
on a consistent basis for use by lenders in originating mortgage
loans to
be purchased by such Seller; and (iv) such Seller employed, at the
time
such Mortgage Loans were acquired by such Seller, pre-purchase or
post-purchase quality assurance procedures (which may involve,
among other
things, review of a sample of mortgage loans purchased during a
particular
time period or through particular channels) designed to ensure that
Persons from which it purchased mortgage loans properly applied the
underwriting criteria designated by such Seller.
Reconstitution: Any Securitization Transaction, Agency Transfer,
Pass-Through Transfer or Whole Loan Transfer.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB),
17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time
to
time, and subject to such clarification and interpretation as have
been
provided by the Commission in the adopting release (Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506,
1,531
(Jan. 7, 2005)) or by the staff of the Commission, or as may be
provided
by the Commission or its staff from time to time.
Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (1) a
sale or
other transfer of some or all of the Mortgage Loans directly or
indirectly
to an issuing entity in connection with an issuance of publicly
offered or
privately placed, rated or unrated mortgage-backed securities or
(2) an
issuance of publicly offered or privately placed, rated or unrated
securities, the payments on which are determined primarily by
reference to
one or more portfolios of residential mortgage loans consisting, in
whole
or in part, of some or all of the Mortgage Loans.
Seller Information: As defined in Section 11.05(a).
Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of
Regulation AB, as such may be amended from time to time with the
reasonable consent of any Depositor and any other Person signing
the
Sarbanes Certification with respect to any securitization, for
which the
Seller is responsible in its capacity as servicer as identified on
Exhibit
K hereto.
Static Pool Information: Static pool information as described in
Item
1105(a)(1)-(3) and 1105(c) of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is
not
responsible for the overall servicing (as "servicing" is commonly
understood by participants in the mortgage-backed securities
market) of
Mortgage Loans but performs one or more discrete functions
identified in
Item 1122(d) of Regulation AB with respect to Mortgage Loans as
determined
by and under the direction or authority of a Seller or a
Subservicer.
Subservicer: Any Person that services Mortgage Loans on behalf of a
Seller
or any Subservicer and is responsible for the performance (whether
directly or through Subservicers or Subcontractors) of a
substantial
portion of the material servicing functions required to be
performed by
such Seller under this Agreement or any Reconstitution Agreement
that are
identified in Item 1122(d) of Regulation AB. Any Subservicer shall
meet
the qualifications set forth in Section 4.01.
Third-Party Originator: Each Person, other than a Qualified
Correspondent,
that originated Mortgage Loans acquired by a Seller.
Whole Loan Transfer: Any sale or transfer of some or all of the
Mortgage
Loans, other than a Securitization Transaction.
SECTION 2.02. Section 4.01 (Servicing) of the Agreement is hereby
amended,
effective as of the date hereof for Mortgage Loans purchased by the
Purchaser
pursuant to the Agreement prior to the date hereof or hereafter,
by:
(a)
Adding "(a)" immediately prior to the first sentence of the first
paragraph of such Section 4.01; and
(b)
Adding to the end of such Section 4.01 the following in its
entirety:
(b)
Notwithstanding anything in this Agreement to the
contrary, the Servicer shall not hire or otherwise utilize the
services of any Subservicer to fulfill any of the obligations of
the
Servicer as servicer under this Agreement or any Reconstitution
Agreement unless the Servicer complies with the provisions of
Section 4.01(b)(i). The Servicer shall not hire or otherwise
utilize
the services of any Subcontractor, and shall not permit any
Subservicer to hire or otherwise utilize the services of any
Subcontractor, to fulfill any of the obligations of the Servicer as
servicer under this Agreement or any Reconstitution Agreement
unless
the Servicer complies with the provisions of Section 4.01(b)(ii).
(i)
It shall not be necessary for the Servicer to seek
the consent of the Purchaser, any Master Servicer or any Depositor
to the utilization of any Subservicer. The Servicer shall cause any
Subservicer used by the Servicer (or by any Subservicer) for the
benefit of the Purchaser and any Depositor to comply with the
provisions of this Section and with Sections 6.04(a), 6.04(b),
11.03, 11.04(c) and (e), and 11.05 of this Agreement to the same
extent as if such Subservicer were the Servicer, and to provide the
information required with respect to such Subservicer under Section
11.04(d) and (f) of this Agreement. The Servicer shall be
responsible for obtaining from each Subservicer and delivering to
the Purchaser, any Master Servicer and any Depositor any servicer
compliance statement required to be delivered by such Subservicer
under Section 6.04(a), any assessment of compliance and attestation
required to be delivered by such Subservicer under Section 6.04(b)
and any back-up certification required to be delivered to the
Person
that will be responsible for signing the Sarbanes Certification
under Section 6.04(b) as and when required to be delivered.
(ii)
It shall not be necessary for the Servicer to seek
the consent of the Purchaser, any Master Servicer or any Depositor
to the utilization of any Subcontractor. The Servicer shall
promptly
upon request provide to the Purchaser, any Master Servicer and any
Depositor (or any designee of the Depositor, such as a master
servicer or administrator) a written description of (i) which (if
any) of such Subcontractors are "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB, and
(ii)
which elements of the Servicing Criteria will be addressed in
assessments of compliance provided by each Subcontractor identified
pursuant to clause (i) of this paragraph.
As a condition to the utilization of any Subcontractor determined
by
the Servicer to be "participating in the servicing function" within
the meaning of Item 1122 of Regulation AB, the Servicer shall cause
any such Subcontractor used by the Servicer (or by any Subservicer)
for the benefit of the Purchaser and any Depositor to comply with
the provisions of Sections 6.04(b) and 11.05 of this Agreement to
the same extent as if such Subcontractor were the Servicer. The
Servicer shall be responsible for obtaining from each Subcontractor
and delivering to the Purchaser and any Depositor any assessment of
compliance and attestation and the other certifications required to
be delivered by such Subcontractor under Section 6.04(b), in each
case as and when required to be delivered.
SECTION 2.03. Section 6.04 (Annual Statement as to Compliance) of
the Agreement
is hereby amended, effective as of the date hereof for Mortgage
Loans purchased
by the Purchaser pursuant to the Agreement prior to the date hereof
or
hereafter, by deleting such Section 6.04 in its entirety and
replacing it with
the following:
Section 6.04 Annual Statement as to Compliance
(a)
On or before March 1 of each calendar year, commencing in 2007, the
Servicer shall deliver to the Purchaser, any Master Servicer and
any
Depositor a statement of compliance addressed to the Purchaser, any
Master
Servicer and such Depositor and signed by an authorized officer of
the
Servicer, to the effect that (i) a review of the Servicer's
activities
during the immediately preceding calendar year (or applicable
portion
thereof) and of its performance under this Agreement and any
applicable
Reconstitution Agreement during such period has been made under
such
officer's supervision, and (ii) to the best of such officers'
knowledge,
based on such review, the Servicer has fulfilled all of its
obligations
under this Agreement and any applicable Reconstitution Agreement in
all
material respects throughout such calendar year (or applicable
portion
thereof) or, if there has been a failure to fulfill any such
obligation in
any material respect, specifically identifying each such failure
known to
such officer and the nature and the status thereof.
(b)
On or before March 1 of each calendar year, commencing in 2007, the
Servicer shall:
(i)
deliver to the Purchaser, any Master Servicer and any Depositor a
report regarding the Servicer's assessment of compliance with the
Servicing Criteria during the immediately preceding calendar year,
as
required under Rules 13a-18 and 15d-18 of the Exchange Act and Item
1122
of Regulation AB. Such report shall be addressed to the Purchaser,
such
Master Servicer and such Depositor and signed by an authorized
officer of
the Servicer, and shall address each of the Servicing Criteria
specified
on a certification substantially in the form of Exhibit K hereto
delivered
to the Purchaser concurrently with the execution of this Agreement;
(ii)
deliver to the Purchaser, any Master Servicer and any Depositor a
report of a registered public accounting firm that attests to, and
reports
on, the assessment of compliance made by the Servicer and delivered
pursuant to the preceding paragraph. Such attestation shall be in
accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X
under the
Securities Act and the Exchange Act;
(iii) cause each Subservicer, and each Subcontractor determined by
the
Servicer pursuant to Section 4.01(b)(ii) to be "participating in
the
servicing function" within the meaning of Item 1122 of Regulation
AB, to
deliver to the Purchaser, any Master Servicer and any Depositor an
assessment of compliance and accountants' attestation as and when
provided
in paragraphs (b) and (c) of this Section; and
(iv)
deliver (and cause each Subservicer and Subcontractor described in
clause (iii) above to deliver) to the Purchaser, any Depositor, any
Master
Servicer and any other Person that will be responsible for signing
the
certification (a "Sarbanes Certification") required by Rules
13a-14(d) and
15d-14(d) under the Exchange Act (pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer
with
respect to a Securitization Transaction a back-up certification
signed by
the appropriate officer of the Seller in the form attached hereto
as
Exhibit H.
The Servicer acknowledges that the parties identified in clause
(b)(iv)
above may rely on the certification provided by the Servicer
pursuant to
such clause in signing a Sarbanes Certification and filing such
with the
Commission. None of the Purchaser, any Master Servicer or any
Depositor
will request delivery of a certification under clause (b)(iv) above
unless
a Depositor is required under the Exchange Act to file an annual
report on
Form 10-K with respect to an issuing entity whose asset pool
includes
Mortgage Loans.
(c)
Each assessment of compliance provided by a Subservicer pursuant to
Section 6.04(b)(i) shall address each of the Servicing Criteria
specified
on a certification substantially in the form of Exhibit K hereto
delivered
to the Purchaser concurrently with the execution of this Agreement
or, in
the case of a Subservicer subsequently appointed as such, on or
prior to
the date of such appointment. An assessment of compliance provided
by a
Subcontractor pursuant to Section 6.04(b)(iii) need not address any
elements of the Servicing Criteria other than those specified by
the
Servicer pursuant to Section 4.01(b).
(d)
It is acknowledged and agreed that each Master Servicer and the
Sarbanes Certifying Party shall be an express third party
beneficiary of
the provisions of this Section 6.04, and shall be entitled
independently
to enforce the provisions of this Section 6.04 with respect to any
obligations owed to such entity as if it were a direct party to
this
Agreement.
SECTION 2.04 The following sections shall be inserted in their
entirety
immediately following Section 11.01 of the Agreement:
Section 11.02. Intent of the Parties; Reasonableness.
The Purchaser and the Sellers acknowledge and agree that the
purpose of
Sections 4.01(b), 6.04 and 11.02 through 11.05 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 Sellers acknowledge that investors in privately
offered securities may require that the Purchaser, any Master
Servicer 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 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).
The
Sellers acknowledge 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 requests made by the Purchaser, any Master
Servicer
or any Depositor in good faith for delivery of information under
these
provisions on the basis of evolving interpretations of Regulation
AB. In
connection with any Securitization Transaction where a Seller is an
originator of the related Mortgage Loans, such Seller agrees to
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 statements, reports,
certifications,
records and any other information necessary in the good faith
determination of any Master Servicer and the Purchaser or any
Depositor
(in each case, made in consultation with such Seller) to permit the
Purchaser or such Depositor to comply with the provisions of
Regulation
AB, together with such disclosures relating to such Seller, any
Subservicer, any Third-Party Originator and the Mortgage Loans, or
the
servicing of the Mortgage Loans, reasonably believed by Purchaser
or any
Depositor (in consultation with such Seller) to be necessary in
order to
effect such compliance.
The Purchaser (including any of its assignees or designees) shall
cooperate with such 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. The parties hereto acknowledge and
agree
that, in connection with a Securitization Transaction, (i) no party
shall
file with the Commission any report contemplated by Item 1122 of
Regulation AB with respect to any Seller, the Servicer, any
Subservicer or
any Subcontractor if such entity's activities relate to five
percent (5%)
or less of the asset pool of such Securitization Transaction or
sub-pool
thereof, and (ii) no party shall file with the Commission any
servicer
compliance statement contemplated by Item 1123 of Regulation AB
with
respect to any Seller, the Servicer, any Subservicer or any
Subcontractor
if such entity's activities relate to less than ten percent (10%)
of the
asset pool of such Securitization Transaction or sub-pool thereof.
Section 11.03. Additional Representations and Warranties of the
Sellers.
(a)
In connection with any Securitization Transaction where a Seller
sold the related Mortgage Loans to the Purchaser, such Seller shall
be
deemed to represent 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 Section 11.04
that,
except as disclosed in writing to the Purchaser, such Master
Servicer or
such Depositor prior to such date: (i) such 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 such Seller; (ii) such 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 such Seller as servicer has
been
disclosed or reported by such Seller; (iv) no material changes to
such
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 such
Seller's
financial condition that could have a material adverse effect on
the
performance by such Seller of its servicing obligations under this
Agreement or any Reconstitution Agreement; (vi) there are no
material
legal or governmental proceedings pending (or known to be
contemplated)
against such Seller, any Subservicer or any Third-Party Originator;
and
(vii) there are no affiliations, relationships or transactions
relating to
such 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
Section 11.04, the applicable Seller shall use its best efforts to
confirm
in writing within five (5) Business Days following such request,
but in no
event later than ten (10) Business Days following such request, the
accuracy of the representations and warranties set forth in
paragraph (a)
of this Section 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.
Section 11.04. Information to Be Provided by the Sellers.
In connection with any Securitization Transaction where a Seller
sold the
related Mortgage Loans to the Purchaser, such Seller shall (i) use
its
best efforts to provide within five (5) Business Days following
request by
the Purchaser or any Depositor, but in no event later than ten (10)
Business Days following such request to the Purchaser and such
Depositor
(or, as applicable, cause each Third-Party Originator and each
Subservicer
to provide), in substance reasonably satisfactory in the good faith
determination of the Purchaser and such Depositor (made in
consultation
with such Seller), the information and materials specified in
paragraphs
(a), (b), (c), (f) and (g) of this Section, and (ii) as promptly as
practicable following notice to or discovery by such Seller,
provide to
the Purchaser and any Depositor (in substance reasonably
satisfactory in
the good faith determination of the Purchaser and such Depositor
(made in
consultation with such Seller)) the information specified in
paragraph (d)
of this Section; provided, the parties hereto agree to negotiate in
good
faith from time to time in order to determine the disclosures,
deliveries
or notifications to be provided pursuant to paragraphs (a), (b),
(c), (d),
(f) and (g).
(a)
In connection with any Securitization Transaction where a Seller
sold the related Mortgage Loans to the Purchaser, if so requested
by the
Purchaser, any Master Servicer or any Depositor, after consultation
with
such Seller, such Seller shall provide such information regarding
(i) such
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
reasonably
determined by the Purchaser and any Depositor to be required 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)
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; 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, after
consultation with
such Seller, and reasonably determined by the Purchaser and any
Depositor
to be required for the purpose of compliance with Item 1110(b)(2)
of
Regulation AB;
(C)
a description of any material legal or governmental proceedings
pending (or known to be contemplated) against such Seller, each
Third-Party Originator and each Subservicer; and
(D)
a description of any affiliation or relationship between such
Seller, each Third-Party Originator, each Subservicer and any of
the
following parties to a Securitization Transaction, as such parties
are
identified to such 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)
In connection with any Securitization Transaction where the Seller
sold the related Mortgage Loans to the Purchaser, 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)
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. 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 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.
In connection with any Securitization Transaction where the Seller
sold
the related Mortgage Loans to the Purchaser, 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
statements and
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 statements and 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 Servicer
shall provide such information regarding the Servicer, as servicer
of the
Mortgage Loans, and each Subservicer (each of the Servicer and each
Subservicer, for purposes of this paragraph only, a "Servicer"), as
is
reasonably requested for the purpose of compliance with Item 1108
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,
