AMENDMENT REG AB
TO THE MASTER MORTGAGE LOAN PURCHASE AND SERVICING
AGREEMENT
This is Amendment Reg AB (“
Amendment Reg AB ”), dated as of December 1, 2005, by
and between DLJ Mortgage Capital, Inc. (the “
Purchaser ”), and Countrywide Home Loans, Inc. (the
“ Company ”) to that certain Mortgage Loan
Purchase and Servicing Agreement dated as of March 1, 2004 by and
between the Company 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, 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. 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 or
reasonable advice of counsel acceptable to both the Purchaser and
the Company, 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, and any parties or items identified in
writing by the Purchaser, including, 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, use its reasonable best efforts to within
five (5) Business Days, but in no event later than 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) use its reasonable best efforts
to within five (5) Business Days, but in no event later than 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 (b) 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 ten
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;
(9)
and 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.
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),
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
