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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 an adverse financial event or circumstance involving the
Servicer could have a material adverse
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