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”).
 
W
        I T N E
        S S E T H
 
WHEREAS,
        the Company and the Purchaser have agreed, subject to the terms and conditions
        of this Amendment Reg AB that the Existing Agreement be amended to reflect
        agreed upon revisions to the terms of the Existing Agreement.
 
Accordingly,
        the Company and the Purchaser hereby agree, in consideration of the mutual
        premises and mutual obligations set forth herein, that the Existing Agreement
        is
        hereby amended as follows:

1. Capitalized
        terms used herein but not otherwise defined shall have the meanings set forth
        in
        the Existing Agreement. The Existing Agreement is hereby amended by adding
        the
        following definitions in their proper alphabetical order:

Commission:
        The
        United States Securities and Exchange Commission.

Company
        Information:
        As
        defined in Section 2(g)(i)(A)(1).

Depositor:
        The
        depositor, as such term is defined in Regulation AB, with respect to any
        Securitization Transaction.

Exchange
        Act.
        The
        Securities Exchange Act of 1934, as amended.

Qualified
        Correspondent:
        Any
        Person from which the Company purchased Mortgage Loans, provided that the
        following conditions are satisfied: (i) such Mortgage Loans were either (x)
        originated pursuant to an agreement between the Company and such Person that
        contemplated that such Person would underwrite mortgage loans from time to
        time,
        for sale to the Company, in accordance with underwriting guidelines designated
        by the Company (“Designated Guidelines”) or guidelines that do not vary
        materially from such Designated Guidelines or (y) individually re-underwritten
        by the Company to the Designated Guidelines at the time such Mortgage Loans
        were
        acquired by the Company; (ii) either (x) the Designated Guidelines were,
        at the
        time such Mortgage Loans were originated, used by the Company in origination
        of
        mortgage loans of the same type as the Mortgage Loans for the Company’s own
        account or (y) the Designated Guidelines were, at the time such Mortgage
        Loans
        were underwritten, designated by the Company on a consistent basis for use
        by
        lenders in originating mortgage loans to be purchased by the Company; and
        (iii)
        the Company employed, at the time such Mortgage Loans were acquired by the
        Company, pre-purchase or post-purchase quality assurance procedures (which
        may
        involve, among other things, review of a sample of mortgage loans purchased
        during a particular time period or through particular channels) designed
        to
        ensure that either Persons from which it purchased mortgage loans properly
        applied the underwriting criteria designated by the Company or the Mortgage
        Loans purchased by the Company substantially comply with the Designated
        Guidelines.


          

          

            
          

          
Reconstitution:
        Any
        Securitization Transaction or Whole Loan Transfer.

Reconstitution
        Agreement:
        An
        agreement or agreements entered into by the Company and the Purchaser and/or
        certain third parties in connection with a Reconstitution with respect to
        any or
        all of the Mortgage Loans serviced under the Agreement.

Regulation
        AB:
        Subpart
        229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
        to
        such clarification and interpretation as have been provided by the Commission
        in
        the adopting release (Asset-Backed
        Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531
        (Jan.
        7, 2005)) or by the staff of the Commission, or as may be provided by the
        Commission or its staff from time to time.

Securities
        Act:
        The Securities Act of 1933, as amended.

Securitization
        Transaction:
        Any
        transaction subject to Regulation AB involving either (1) a sale or other
        transfer of some or all of the Mortgage Loans directly or indirectly to an
        issuing entity in connection with an issuance of publicly offered, rated
        mortgage-backed securities or (2) an issuance of publicly offered, rated
        securities, the payments on which are determined primarily by reference to
        one
        or more portfolios of residential mortgage loans consisting, in whole or
        in
        part, of some or all of the Mortgage Loans.

Servicer:
        As
        defined in Section 2(c)(iii).

Servicing
        Criteria:
        The
“servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be
        amended from time to time.

Static
        Pool Information:
        Static
        pool information as described in Item 1105.

Subcontractor:
        Any
        vendor, subcontractor or other Person that is not responsible for the overall
        servicing (as “servicing” is commonly understood by participants in the
        mortgage-backed securities market) of Mortgage Loans but performs one or
        more
        discrete functions identified in Item 1122(d) of Regulation AB with respect
        to
        Mortgage Loans under the direction or authority of the Company or a
        Subservicer.

Subservicer:
        Any
        Person that services Mortgage Loans on behalf of the Company or any Subservicer
        and is responsible for the performance (whether directly or through Subservicers
        or Subcontractors) of a substantial portion of the material servicing functions
        required to be performed by the Company under this Agreement or any
        Reconstitution Agreement that are identified in Item 1122(d) of Regulation
        AB;
        provided, however, that the term “Subservicer” shall not include any master
        servicer, or any special servicer engaged at the request of a Depositor,
        Purchaser or investor in a Securitization Transaction (unless such master
        servicer or special servicer has sole contractual privity with the Company),
        nor
        any “back-up servicer” or trustee performing servicing functions on behalf of a
        Securitization Transaction.


          
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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:
          ________________________________
 

Signature
          page to Amendment Reg AB


          

          

            
          

          
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
Document Metadata

Table of Contents

AMENDMENT REG AB TO THE MASTER MORTGAGE LOAN PURCHASEAND SERVICING AGREEMENT

Document Metadata

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.