AMENDMENT REG AB TO THE MASTER MORTGAGE LOAN PURCHASEAND SERVICING AGREEMENT

 

EXECUTION
        VERSION

 
AMENDMENT
      REG AB
TO
      THE
      MASTER MORTGAGE LOAN PURCHASEAND SERVICING AGREEMENT

 
This
      is
      Amendment Reg AB (“Amendment
      Reg AB”),
      dated
      as of January 1, 2006 by and between Xxxxxxx Xxxxx 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”).
 
WITNESSETH
 
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.

 
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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.

 
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(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.

 
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(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.


 
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(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.

 
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(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;

 
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(D) information
      regarding the Servicer’s financial condition, to the extent that there is a
      material risk that an adverse financial event or circumstance involving the
      Servicer could have a material adverse effect on the performance by the Company
      of its servicing obligations under this Agreement or any Reconstitution
      Agreement;
 
(E) information
      regarding advances made by the Servicer on the Mortgage Loans and the Servicer’s
      overall servicing portfolio of residential mortgage loans for the three-year
      period immediately preceding the related Securitization Transaction, which
      may
      be limited to a statement by an authorized officer of the Servicer to the effect
      that the Servicer has made all advances required to be made on residential
      mortgage loans serviced by it during such period, or, if such statement would
      not be accurate, information regarding the percentage and type of advances
      not
      made as required, and the reasons for such failure to advance;
 
(F) a
      description of the Servicer’s processes and procedures designed to address any
      special or unique factors involved in servicing loans of a similar type as
      the
      Mortgage Loans;

(G) a
      description of the Servicer’s processes for handling delinquencies, losses,
      bankruptcies and recoveries, such as through liquidation of mortgaged
      properties, sale of defaulted mortgage loans or workouts; and

(H) information
      as to how the Servicer defines or determines delinquencies and charge-offs,
      including the effect of any grace period, re-aging, restructuring, partial
      payments considered current or other practices with respect to delinquency
      and
      loss experience.

(iv) If
      reasonably requested by the Purchaser or any Depositor for the purpose of
      satisfying its reporting obligation under the Exchange Act with respect to
      any
      class of asset-backed securities, the Company shall (or shall cause each
      Subservicer and, if applicable, any Third-Party Originator to) (a) notify the
      Purchaser and any Depositor in writing of (1) any material litigation or
      governmental proceedings pending against the Company, any Subservicer or any
      Third-Party Originator and (2) any affiliations or relationships that develop
      following the closing date of a Securitization Transaction between the Company,
      any Subservicer or any Third-Party Originator and any of the parties specified
      in clause (D) of paragraph (i) of this Section 2(c) (and any other parties
      identified in writing by the requesting party) with respect to such
      Securitization Transaction, and (b) provide to the Purchaser and any Depositor
      a
      description of such proceedings, affiliations or relationships.

(v) As
      a
      condition to the succession to the Company or any Subservicer as servicer or
      subservicer under this Agreement or any applicable Reconstitution Agreement
      related thereto by any Person (i) into which the Company or such Subservicer
      may
      be merged or consolidated, or (ii) which may be appointed as a successor to
      the
      Company or any Subservicer, the Company shall provide to the Purchaser and
      any
      Depositor, at least 15 calendar days prior to the effective date of such
      succession or appointment, (x) written notice to the Purchaser and any Depositor
      of such succession or appointment and (y) in writing, all information reasonably
      requested by the Purchaser or any Depositor in order to comply with its
      reporting obligation under Item 6.02 of Form 8-K with respect to any class
      of
      asset-backed securities.

 
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(vi) In
      addition to such information as the Company, as servicer, is obligated to
      provide pursuant to other provisions of this Agreement, if reasonably requested
      by the Purchaser or any Depositor, the Company shall provide such information,
      regarding the servicing of the Mortgage Loans as is reasonably required to
      facilitate preparation of distribution reports in accordance with Item 1121
      of
      Regulation AB.

(d) Servicer
      Compliance Statement.

On
      or
      before March 5 of each calendar year, commencing in 2007, the Company shall
      deliver to the Purchaser and any Depositor a statement of compliance addressed
      to the Purchaser and such Depositor and signed by an authorized officer of
      the
      Company, to the effect that (i) a review of the Company’s servicing activities
      during the immediately preceding calendar year (or applicable portion thereof)
      and of its performance under the servicing provisions of 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 Company has fulfilled all of its servicing 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.

(e) Report
      on Assessment of Compliance and Attestation.

(i) On
      or
      before March 5 of each calendar year, commencing in 2007, the Company
      shall:

(A) deliver
      to the Purchaser and any Depositor a report regarding the Company’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
      and
      such Depositor and signed by an authorized officer of the Company, and shall
      address each of the applicable Servicing Criteria specified on a certification
      substantially in the form of Exhibit A hereto delivered to the Purchaser
      concurrently with the execution of this Agreement;

(B) deliver
      to the Purchaser and any Depositor a report of a registered public accounting
      firm that attests to, and reports on, the assessment of compliance made by
      the
      Company 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;

 
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(C) cause
      each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that
“participates in the servicing function” within the meaning of Item 1122 of
      Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and
      any Depositor an assessment of compliance and accountants’ attestation as and
      when provided in paragraphs (i) and (ii) of this Section 2(e); and

(D) deliver
      to the Purchaser, Depositor or 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
      Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect
      to
      a Securitization Transaction a certification in the form attached hereto as
      Exhibit A; provided that such certification delivered by the Company may not
      be
      filed as an exhibit to, or included in, any filing with the Commission, unless
      required by applicable law.

The
      Company acknowledges that the party identified in clause (i)(D) above may rely
      on the certification provided by the Company pursuant to such clause in signing
      a Sarbanes Certification and filing such with the Commission. 

(ii) Each
      assessment of compliance provided by a Subservicer pursuant to Section
      2(e)(i)(A) shall address each of the applicable Servicing Criteria specified
      on
      a certification substantially in the form of Exhibit A 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 Participating Entity
      pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing
      Criteria other than those specified by the Company pursuant to Section
      2(f).

(f) Use
      of
      Subservicers and Subcontractors.

The
      Company shall not hire or otherwise utilize the services of any Subservicer
      to
      fulfill any of the obligations of the Company as servicer under this Agreement
      or any related Reconstitution Agreement unless the Company complies with the
      provisions of paragraph (i) of this Subsection (f). The Company 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 Company as servicer under this Agreement
      or any related Reconstitution Agreement unless the Company complies with the
      provisions of paragraph (ii) of this Subsection (f).

(i) It
      shall
      not be necessary for the Company to seek the consent of the Purchaser or any
      Depositor to the utilization of any Subservicer. If required by Regulation
      AB,
      the Company shall cause any Subservicer used by the Company (or by any
      Subservicer) for the benefit of the Purchaser and any Depositor to comply with
      the provisions of this Section and with Sections 2(b), 2(c)(iii), 2(c)(v),
      2(d),
      and 2(e) of this Agreement to the same extent as if such Subservicer were the
      Company, and to provide the information required with respect to such
      Subservicer under Section 2(c)(iv) of this Agreement. The Company shall be
      responsible for obtaining from each Subservicer and delivering to the Purchaser
      and any Depositor any servicer compliance statement required to be delivered
      by
      such Subservicer under Section 2(d), any assessment of compliance and
      attestation required to be delivered by such Subservicer under Section 2(e)
      and
      any certification required to be delivered to the Person that will be
      responsible for signing the Sarbanes Certification under Section 2(e) as and
      when required to be delivered.

 
10

          
        
 


(ii) It
      shall
      not be necessary for the Company to seek the consent of the Purchaser or any
      Depositor to the utilization of any Subcontractor. If required by Regulation
      AB,
      the Company shall promptly upon request provide to the Purchaser and any
      Depositor (or any designee of the Depositor, such as a master servicer or
      administrator) a written description of the role and function of each
      Subcontractor utilized by the Company or any Subservicer, specifying (A) the
      identity of each such Subcontractor, (B) which (if any) of such Subcontractors
      are Participating Entities, and (C) which elements of the Servicing Criteria
      will be addressed in assessments of compliance provided by each Participating
      Entity identified pursuant to clause (B) of this paragraph.

The
      Company shall cause any such Participating Entity used by the Company (or by
      any
      Subservicer) for the benefit of the Purchaser and any Depositor to comply with
      the provisions of Section 2(e) of this Agreement to the same extent as if such
      Participating Entity were the Company. The Company shall be responsible for
      obtaining from each Participating Entity and delivering to the Purchaser and
      any
      Depositor any assessment of compliance and attestation required to be delivered
      by such Participating Entity under Section 2(e), in each case as and when
      required to be delivered.

(g) Indemnification;
      Remedies.
      

(i) The
      Company shall indemnify the Purchaser, the Depositor and each of the following
      parties participating in a Securitization Transaction: each sponsor and issuing
      entity; each Person responsible for the execution or filing of any report
      required to be filed with the Commission with respect to such Securitization
      Transaction, or for execution of a certification pursuant to Rule 13a-14(d)
      or
      Rule 15d-14(d) under the Exchange Act with respect to such Securitization
      Transaction; each Person who controls any of such parties (within the meaning
      of
      Section 15 of the Securities Act and Section 20 of the Exchange Act); and the
      respective present and former directors, officers and employees of each of
      the
      foregoing and of the Depositor, and shall hold each of them harmless from and
      against any losses, damages, penalties, fines, forfeitures, legal fees and
      expenses and related costs, judgments, and any other costs, fees and expenses
      that any of them may sustain arising out of or based upon:

(A)(1) any
      untrue statement of a material fact contained or alleged to be contained in
      any
      written information, written report, certification or other material provided
      under this Amendment Reg AB by or on behalf of the Company, or provided under
      this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity
      or, if applicable, Third-Party Originator (collectively, the “Company
      Information”), or (2) the omission or alleged omission to state in the Company
      Information a material fact required to be stated in the Company Information
      or
      necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading; provided,
      by way of clarification,
      that
      clause (2) of this paragraph shall be construed solely by reference to the
      Company Information and not to any other information communicated in connection
      with a sale or purchase of securities, without regard to whether the Company
      Information or any portion thereof is presented together with or separately
      from
      such other information;

 
11

          
        
 


(B) any
      failure by the Company, any Subservicer, any Participating Entity or any
      Third-Party Originator to deliver any information, report, certification,
      accountants’ letter or other material when and as required under this Agreement,
      including any failure by the Company to identify pursuant to Section 2(f)(ii)
      any Participating Entity; or

(C) any
      breach by the Company of a representation or warranty set forth in Section
      2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as
      of a
      date prior to the closing date of the related Securitization Transaction, to
      the
      extent that such breach is not cured by such closing date, or any breach by
      the
      Company of a representation or warranty in a writing furnished pursuant to
      Section 2(b)(ii) to the extent made as of a date subsequent to such closing
      date.

In
      the
      case of any failure of performance described in clause (i)(B) of this Section,
      the Company shall promptly reimburse the Purchaser, any Depositor, as
      applicable, and each Person responsible for the execution or filing of any
      report required to be filed with the Commission with respect to such
      Securitization Transaction, or for execution of a certification pursuant to
      Rule
      13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
      Securitization Transaction, for all costs reasonably incurred by each such
      party
      in order to obtain the information, report, certification, accountants’ letter
      or other material not delivered as required by the Company, any Subservicer,
      any
      Participating Entity or any Third-Party Originator.

(ii) (A) Any
      failure by the Company, any Subservicer, any Participating Entity or any
      Third-Party Originator to deliver any information, report, certification,
      accountants’ letter or other material when and as required under this Amendment
      Reg AB , which continues unremedied for three Business Days after receipt by
      the
      Company and the applicable Subservicer, Subcontractor, or Third-Party Originator
      of written notice of such failure from the Purchaser or Depositor shall, except
      as provided in clause (B) of this paragraph, constitute an Event of Default
      with
      respect to the Company under this Agreement and any applicable Reconstitution
      Agreement, and shall entitle the Purchaser or Depositor, as applicable, in
      its
      sole discretion to terminate the rights and obligations of the Company as
      servicer under this Agreement and/or any applicable Reconstitution Agreement
      related thereto without payment (notwithstanding anything in this Agreement
      or
      any applicable Reconstitution Agreement related thereto to the contrary) of
      any
      compensation to the Company; provided,
      however
      it is
      understood that the Company shall remain entitled to receive reimbursement
      for
      all unreimbursed Monthly Advances and Servicing Advances made by the Company
      under this Agreement and/or any applicable Reconstitution Agreement prior to
      the
      date of such termination. Notwithstanding anything to the contrary set forth
      herein, to the extent that any provision of this Agreement and/or any applicable
      Reconstitution Agreement expressly provides for the survival of certain rights
      or obligations following termination of the Company as servicer, such provision
      shall be given effect.

 
12

          
        
 


(B) Any
      failure by the Company, any Subservicer or any Participating Entity to deliver
      any information, report, certification or accountants’ letter required under
      Regulation AB when and as required under Section 2(d) or 2(e), including any
      failure by the Company to identify a Participating Entity, which continues
      unremedied for nine calendar days after receipt by the Company and the
      applicable Subservicer, Subcontractor, or Third-Party Originator of written
      notice of such failure from the Purchaser or Depositor shall constitute an
      Event
      of Default with respect to the Company under this Agreement and any applicable
      Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as
      applicable, in its sole discretion to terminate the rights and obligations
      of
      the Company as servicer under this Agreement and/or any applicable
      Reconstitution Agreement without payment (notwithstanding anything in this
      Agreement to the contrary) of any compensation to the Company; provided, however
      it is
      understood that the Company shall remain entitled to receive reimbursement
      for
      all unreimbursed Monthly Advances and Servicing Advances made by the Company
      under this Agreement and/or any applicable Reconstitution Agreement prior to
      the
      date of such termination. Notwithstanding anything to the contrary set forth
      herein, to the extent that any provision of this Agreement and/or any applicable
      Reconstitution Agreement expressly provides for the survival of certain rights
      or obligations following termination of the Company as servicer, such provision
      shall be given effect.

(C) The
      Company shall promptly reimburse the Purchaser (or any affected designee of
      the
      Purchaser, such as a master servicer) and any Depositor, as applicable, for
      all
      reasonable expenses incurred by the Purchaser (or such designee) or such
      Depositor as such are incurred, in connection with the termination of the
      Company as servicer and the transfer of servicing of the Mortgage Loans to
      a
      successor servicer. The provisions of this paragraph shall not limit whatever
      rights the Company, the Purchaser or any Depositor may have under other
      provisions of this Agreement and/or any applicable Reconstitution Agreement
      or
      otherwise, whether in equity or at law, such as an action for damages, specific
      performance or injunctive relief.

3. Notwithstanding
      any other provision of this Amendment Reg AB, the Company shall seek the consent
      of the Purchaser for the utilization of all Subservicers and Participating
      Entities, when required by and in accordance with the terms of the Existing
      Agreement.
 
4. The
      Existing Agreement is hereby amended by adding the Exhibit attached hereto
      as
      Exhibit A to the end thereto. References in this Amendment Reg AB to “this
      Agreement” or words of similar import (including indirect references to the
      Agreement) shall be deemed to be references to the Existing Agreement as amended
      by this Amendment Reg AB. Except as expressly amended and modified by this
      Amendment Reg AB, the Agreement shall continue to be, and shall remain, in
      full
      force and effect in accordance with its terms. In the event of a conflict
      between this Amendment Reg AB and any other document or agreement, including
      without limitation the Existing Agreement, this Amendment Reg AB shall
      control.
 

 
13

          
        
 


5. This
      Amendment Reg AB may be executed in one or more counterparts and by different
      parties hereto on separate counterparts, each of which, when so executed, shall
      constitute one and the same agreement. This Amendment Reg AB will become
      effective as of the date first mentioned above. This
      Amendment Reg AB shall bind and inure to the benefit of and be enforceable
      by
      the Company and the Purchaser and the respective permitted successors and
      assigns of the Company and the successors and assigns of the
      Purchaser.
 
 
 
[Signature
      Page Follows]

 
14

          
        
 

 
IN
      WITNESS WHEREOF, the parties have caused their names to be signed hereto by
      their respective officers thereunto duly authorized as of the day and year
      first
      above written.
 
 

      

          
             
            XXXXXXX XXXXX MORTGAGE
              COMPANY 
             
          

             
             
             
          

             
            Purchaser 
             
          

             
             
             
          

             
            By: 
             
          

             
            Name: 
             
          

             
            Title: 
             
          

    
 
 

        

            
               
              COUNTRYWIDE HOME LOANS, INC. 
               
            

               
               
               
            

               
              Company 
               
            

               
               
               
            

               
              By: 
               
            

               
              Name: 
               
            

               
              Title: 
               
            

      



 
 

          
        
 

EXHIBIT
      A
 
FORM
      OF
      ANNUAL CERTIFICATION
 

      

          
             
            Re:

            The
                [ ] agreement dated as of [ ],
                200[ ] (the “Agreement”), among [IDENTIFY
                PARTIES]

          

    
 
I,
      ________________________________, the _______________________ of Countrywide
      Home Loans, Inc., certify to [the Depositor][or] [Master Servicer], and [its]
      officers, with the knowledge and intent that they will rely upon this
      certification, that:
 
(1) I
      have
      reviewed the servicer compliance statement of the Company provided in accordance
      with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
      assessment of the Company’s compliance with the servicing criteria set forth in
      Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
      with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
      (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
      Assessment”), the registered public accounting firm’s attestation report
      provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
      and
      Section 1122(b) of Regulation AB (the “Attestation
      Report”), and all servicing reports, officer’s certificates and other
      information relating to the servicing of the Mortgage Loans by the Company
      during 200[ ] that were delivered by the Company to the [Depositor] [Master
      Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement
      (collectively, the “Company Servicing Information”);
 
(2) Based
      on
      my knowledge, the Company Servicing Information, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Company Servicing Information;
 
(3) Based
      on
      my knowledge, all of the Company Servicing Information required to be provided
      by the Company under the Agreement has been provided to the [Depositor] [Master
      Servicer] [Securities Administrator] [Trustee];
 
(4) I
      am
      responsible for reviewing the activities performed by the Company as servicer
      under the Agreement, and based on my knowledge and the compliance review
      conducted in preparing the Compliance Statement and except as disclosed in
      the
      Compliance Statement, the Servicing Assessment or the Attestation Report, the
      Company has fulfilled its obligations under the Agreement in all material
      respects; and
 
(5) The
      Compliance Statement required to be delivered by the Company pursuant to the
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by the Company and by any Subservicer or Subcontractor pursuant to
      the
      Agreement, have been provided to the [Depositor] [Master Servicer]. Any material
      instances of noncompliance described in such reports have been disclosed to
      the
      [Depositor] [Master Servicer]. Any material instance of noncompliance with
      the
      Servicing Criteria has been disclosed in such reports.

 
A-1

          
        
 

 

 
Date: _________________________
 

 
By:
      ________________________________
Name:
      
Title:
      
 


 
A-2

          
        
 

EXHIBIT
      B

SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The
      assessment of compliance to be delivered by [the Company] [Name of Subservicer]
      shall address, at a minimum, the applicable criteria identified below as
“Applicable Servicing Criteria”:


      

          
            Servicing
                Criteria 

            Applicable
                Servicing Criteria

          

            Reference

            Criteria

             

          

    

      

          
             

            General
                Servicing Considerations

             

          

            1122(d)(1)(i)

            Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

             
          

            1122(d)(1)(ii)

            If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

             
          

            1122(d)(1)(iii)

            Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the mortgage loans are maintained.

             
          

            1122(d)(1)(iv)

            A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

             
          

             

            Cash
                Collection and Administration

             
          

            1122(d)(2)(i)

            Payments
                on mortgage loans are deposited into the appropriate custodial bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements.

             
          

            1122(d)(2)(ii)

            Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

             
          

            1122(d)(2)(iii)

            Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

             
          

            1122(d)(2)(iv)

            The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

             
          

            1122(d)(2)(v)

            Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

             
          

            1122(d)(2)(vi)

            Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

             
          

    
 
 
B-1

          
        
 
 


        

            
              Servicing
                  Criteria 

              Applicable
                  Servicing Criteria

            

              Reference

              Criteria

               

            

      

      

          
            1122(d)(2)(vii)

            Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

             
          

             

            Investor
                Remittances and Reporting

             
          

            1122(d)(3)(i)

            Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of mortgage loans serviced by the
                Servicer.

             
          

            1122(d)(3)(ii)

            Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

             
          

            1122(d)(3)(iii)

            Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

             
          

            1122(d)(3)(iv)

            Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

             
          

             

            Pool
                Asset Administration

             
          

            1122(d)(4)(i)

            Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.

             
          

            1122(d)(4)(ii)

            Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements

             
          

            1122(d)(4)(iii)

            Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

             
          

            1122(d)(4)(iv)

            Payments
                on mortgage loans, including any payoffs, made in accordance with
                the
                related mortgage loan documents are posted to the Servicer’s obligor
                records maintained no more than two business days after receipt,
                or such
                other number of days specified in the transaction agreements, and
                allocated to principal, interest or other items (e.g., escrow) in
                accordance with the related mortgage loan documents.

             
          

            1122(d)(4)(v)

            The
                Servicer’s records regarding the mortgage loans agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

             
          

    
 
 
B-2

          
        
 
 


        

            
              Servicing
                  Criteria 

              Applicable
                  Servicing Criteria

            

              Reference

              Criteria

               

            

      

      

          
            1122(d)(4)(vi)

            Changes
                with respect to the terms or status of an obligor's mortgage loans
                (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.

             
          

            1122(d)(4)(vii)

            Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.

             
          

            1122(d)(4)(viii)

            Records
                documenting collection efforts are maintained during the period a
                mortgage
                loan is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent mortgage loans including, for
                example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

             
          

            1122(d)(4)(ix)

            Adjustments
                to interest rates or rates of return for mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.

             
          

            1122(d)(4)(x)

            Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s mortgage loan
                documents, on at least an annual basis, or such other period specified
                in
                the transaction agreements; (B) interest on such funds is paid, or
                credited, to obligors in accordance with applicable mortgage loan
                documents and state laws; and (C) such funds are returned to the
                obligor
                within 30 calendar days of full repayment of the related mortgage
                loans,
                or such other number of days specified in the transaction
                agreements.

             
          

            1122(d)(4)(xi)

            Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

             
          

            1122(d)(4)(xii)

            Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.

             
          

            1122(d)(4)(xiii)

            Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.

             
          

    

 
B-3

          
        
 

 


        

            
              Servicing
                  Criteria 

              Applicable
                  Servicing Criteria

            

              Reference

              Criteria

               

            

      

      

          
            1122(d)(4)(xiv)

            Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

             
          

            1122(d)(4)(xv)

            Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.

             
          

    


 
 

          

              
                 
                [NAME OF COMPANY] [NAME OF
                  SUBSERVICER] 
                 
              

                 
                 
                 
              

                 
                Date: 
                 
              

                 
                 
                 
              

                 
                By: 
                 
              

                 
                Name: 
                 
              

                 
                Title: 
                 
              

        

 

 
B-4

          
        
 

*Servicing Criteria*		*Applicable Servicing Criteria*
Reference	Criteria

*Servicing Criteria*		*Applicable Servicing Criteria*
Reference	Criteria

*Servicing Criteria*		*Applicable Servicing Criteria*
Reference	Criteria

*Servicing Criteria*		*Applicable Servicing Criteria*
Reference	Criteria

Document Metadata

Table of Contents

AMENDMENT REG AB TO THE MASTER MORTGAGE LOAN PURCHASEAND SERVICING AGREEMENT

Document Metadata

	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
	Cash Collection and Administration
1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.

1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.
1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.
1122(d)(4)(v)	The Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.

1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.

1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.