EXECUTION VERSION
AMENDMENT REG AB
TO THE MASTER MORTGAGE LOAN PURCHASE AND SERVICING
AGREEMENT
This is Amendment Reg AB (“
Amendment Reg AB ”), dated as of January 1, 2006 by
and between Goldman Sachs Mortgage Company (the “
Purchaser ”), and Countrywide Home Loans, Inc. (the
“ Company ”) to that certain Master Mortgage
Loan Purchase Agreement dated as of July 1, 2004 by and between the
Company and the Purchaser and that certain Servicing Agreement
dated as of July 1, 2004 by and between Countrywide Home Loans
Servicing, LP and the Purchaser (as amended, modified or
supplemented, the “ Existing Agreement
”).
W I T N E S S E T H
WHEREAS, the Company and the Purchaser
have agreed, subject to the terms and conditions of this Amendment
Reg AB that the Existing Agreement be amended to reflect agreed
upon revisions to the terms of the Existing Agreement.
Accordingly, the Company and the
Purchaser hereby agree, in consideration of the mutual premises and
mutual obligations set forth herein, that the Existing Agreement is
hereby amended as follows:
1.
Capitalized terms used herein but not
otherwise defined shall have the meanings set forth in the Existing
Agreement. The Existing Agreement is hereby amended by adding
the following definitions in their proper alphabetical
order:
Commission : The United States Securities and Exchange
Commission.
Company Information
: As defined in Section
2(g)(i)(A)(1).
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.
Qualified Correspondent
: Any Person from which the Company
purchased Mortgage Loans, provided that the following conditions
are satisfied: (i) such Mortgage Loans were either (x)
originated pursuant to an agreement between the Company and such
Person that contemplated that such Person would underwrite mortgage
loans from time to time, for sale to the Company, in accordance
with underwriting guidelines designated by the Company
(“Designated Guidelines”) or guidelines that do not
vary materially from such Designated Guidelines or (y) individually
re-underwritten by the Company to the Designated Guidelines at the
time such Mortgage Loans were acquired by the Company; (ii) either
(x) the Designated Guidelines were, at the time such Mortgage Loans
were originated, used by the Company in origination of mortgage
loans of the same type as the Mortgage Loans for the
Company’s own account or (y) the Designated Guidelines were,
at the time such Mortgage Loans were underwritten, designated by
the Company on a consistent basis for use by lenders in originating
mortgage loans to be purchased by the Company; and (iii) the
Company employed, at the time such Mortgage Loans were acquired by
the Company, 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 either
Persons from which it purchased mortgage loans properly applied the
underwriting criteria designated by the Company or the Mortgage
Loans purchased by the Company substantially comply with the
Designated Guidelines.
Reconstitution : Any Securitization Transaction or Whole Loan
Transfer.
Reconstitution Agreement
: An agreement or agreements
entered into by the Company and the Purchaser and/or certain third
parties in connection with a Reconstitution with respect to any or
all of the Mortgage Loans serviced under the Agreement.
Regulation AB : Subpart 229.1100 – Asset Backed
Securities (Regulation AB), 17 C.F.R.
§§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 subject to
Regulation AB 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, rated
mortgage-backed securities or (2) an issuance of publicly offered,
rated 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.
Servicer : As defined in Section 2(c)(iii).
Servicing Criteria
: The “servicing
criteria” set forth in Item 1122(d) of Regulation AB, as such
may be amended from time to time.
Static Pool Information
: Static pool information as
described in Item 1105.
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 under the direction
or authority of the Company or a Subservicer.
Subservicer : Any Person that services Mortgage Loans on
behalf of the Company 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 the Company under this
Agreement or any Reconstitution Agreement that are identified in
Item 1122(d) of Regulation AB; provided, however, that the term
“Subservicer” shall not include any master servicer, or
any special servicer engaged at the request of a Depositor,
Purchaser or investor in a Securitization Transaction (unless such
master servicer or special servicer has sole contractual privity
with the Company), nor any “back-up servicer” or
trustee performing servicing functions on behalf of a
Securitization Transaction.
Third-Party Originator
: Each Person, other than a
Qualified Correspondent, that originated Mortgage Loans acquired by
the Company.
Whole Loan Transfer
: Any sale or transfer of some or
all of the Mortgage Loans, other than a Securitization
Transaction.
2.
The Purchaser and the Company agree that
the Existing Agreement is hereby amended by adding the following
provisions:
(a)
Intent of the Parties;
Reasonableness .
The Purchaser and the Company acknowledge
and agree that the purpose of Article 2 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. Because Regulation AB is applicable by
its terms only to offerings of asset-backed securities that are
registered under the Securities Act and there are market
uncertainties with respect to the disclosure that investors in
privately offered securities may request, the parties agree over
time to negotiate in good faith with respect to the 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. The Company 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,
and agrees to negotiate in good faith with the Purchaser or any
Depositor with regard to any reasonable requests for delivery of
information under these provisions on the basis of evolving
interpretations of Regulation AB. In connection with any
Securitization Transaction, the Company shall cooperate fully with
the Purchaser to deliver to the Purchaser (including any of its
assignees or designees) and any Depositor, any and all statements,
reports, certifications, records and any other information
necessary to permit the Purchaser or such Depositor to comply with
the provisions of Regulation AB, together with such disclosures
relating to the Company, any Subservicer, any Third-Party
Originator and the Mortgage Loans, or the servicing of the Mortgage
Loans necessary in order to effect such compliance.
The Purchaser agrees that it will
cooperate with the Company and provide sufficient and timely notice
of any information requirements pertaining to a Securitization
Transaction. The Purchaser will make all reasonable efforts
to contain requests for information, reports or any other materials
to items required for compliance with Regulation AB, and shall not
request information which is not required for such
compliance.
(b)
Additional Representations and
Warranties of the Company .
(i)
The Company shall be deemed to represent
to the Purchaser and to any Depositor, as of the date on which
information is first provided to the Purchaser or any Depositor
under Section 2(c) that, except as disclosed in writing to the
Purchaser or such Depositor prior to such date: (i) the
Company 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 Company; (ii) the Company 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 Company as servicer has
been disclosed or reported by the Company; (iv) no material changes
to the Company’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 Company’s financial condition
that could have a material adverse effect on the performance by the
Company 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 the Company, any Subservicer or any Third-Party Originator;
and (vii) there are no affiliations, relationships or transactions
relating to the Company, 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.
(ii)
If so requested by the Purchaser or any
Depositor on any date following the date on which information is
first provided to the Purchaser or any Depositor under Section
2(c), the Company shall, within ten Business Days following such
request, confirm in writing the accuracy of the representations and
warranties set forth in paragraph (i) 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.
(c)
Information to Be Provided by the
Company .
In connection with any Securitization
Transaction the Company shall (1) within ten 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
reasonably required for compliance with Regulation AB, the
information and materials specified in paragraphs (i), (ii), (iii)
and (vi) of this Section 2(c), and (2) as promptly as practicable
following notice to or discovery by the Company, provide to the
Purchaser and any Depositor (as required by Regulation AB) the
information specified in paragraph (iv) of this Section.
(i)
If so requested by the Purchaser or any
Depositor, the Company shall provide such information regarding (x)
the Company, as originator of the Mortgage Loans (including as an
acquirer of Mortgage Loans from a Qualified Correspondent, if
applicable), or (y) as applicable, each Third-Party Originator, and
(z) as applicable, each Subservicer, as is requested for the
purpose of compliance with Items 1103(a)(1), 1105 (subject to
paragraph (ii) below), 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 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 material legal
or governmental proceedings pending (or known to be contemplated by
a governmental authority) against the Company, each Third-Party
Originator, if applicable, and each Subservicer; and
(D)
a description of any affiliation or
relationship between the Company, each Third-Party Originator, if
applicable, each Subservicer and any of the following parties to a
Securitization Transaction, as such parties are identified to the
Company by the Purchaser or any Depositor in writing within eight
days 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.
(ii)
If so requested by the Purchaser or any
Depositor, and required by Regulation AB, the Company 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 (a) the Company, if the
Company is an originator of Mortgage Loans (including as an
acquirer of Mortgage Loans from a Qualified Correspondent, if
applicable), and/or (b) as applicable, each Third-Party Originator.
Such Static Pool Information shall be prepared by the Company
(or, if applicable, the 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 Company (or Third-Party Originator, as
applicable) 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 Company, 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 agreeable to the
Company, the Purchaser and the Depositor.
Promptly following notice or discovery of
a material error, as determined in the Company’s judgment, 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)
during the applicable offering period for the securities, the
Company 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 Company.
If so requested by the Purchaser or any
Depositor, the Company 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),
industry standard procedures letters of certified public
accountants
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
Company’s or, if applicable, 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 shall be limited to any Sponsor, any
Depositor, any broker dealer acting as underwriter, placement agent
or initial purchaser with respect to a Securitization Transaction
or any other party that is reasonably and customarily entitled to
receive such statements and letters in 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.
(iii)
If reasonably requested by the Purchaser
or any Depositor, the Company shall provide such information
regarding the Company, as servicer of the Mortgage Loans, and each
Subservicer (each of the Company and each Subservicer, for purposes
of this paragraph, a “Servicer”), as is reasonably
requested for the purpose of compliance with Items 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 reasonable determination
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
perfor
