Exhibit 99.15
AMENDMENT REG AB
TO THE AMENDED AND RESTATED MASTER MORTGAGE LOAN PURCHASE AND
SERVICING AGREEMENT
This is Amendment Reg AB ("Amendment Reg AB"), dated as of February
28, 2006, by and between Citigroup Global Markets Realty Corp. (the
"Purchaser"), and Countrywide Home Loans, Inc. (the "Company") to that certain
Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement dated
as of December 15, 2003 by and between the Company 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.
Master Servicer: With respect to any Securitization Transaction, the
"master servicer," if any, identified in the related transaction documents.
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. Sections 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.
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Subservicer: Any Person that services Mortgage Loans on behalf of the
Company or any Subservicer and is responsible for the performance (whether
directly or through Subservicers or Subcontractors) of a substantial portion of
the material servicing functions required to be performed by the Company under
this Agreement or any Reconstitution Agreement that are identified in Item
1122(d) of Regulation AB; provided, however, that the term "Subservicer" shall
not include any master servicer, or any special servicer engaged at the request
of a Depositor, Purchaser or investor in a Securitization Transaction, nor any
"back-up servicer" or trustee performing servicing functions on behalf of a
Securitization Transaction.
Third-Party Originator: Each Person, other than a Qualified Correspondent,
that originated Mortgage Loans acquired by the Company.
Whole Loan Transfer: Any sale or transfer of some or all of the Mortgage
Loans, other than a Securitization Transaction.
2. The Purchaser and the Company agree that the Existing Agreement is hereby
amended by adding the following provisions:
(a) Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that the purpose of
Article 2 of this Agreement is to facilitate compliance by the Purchaser and any
Depositor with the provisions of Regulation AB and related rules and regulations
of the Commission. Neither the Purchaser nor any Depositor shall exercise its
right to request delivery of information or other performance under these
provisions other than in good faith, or for purposes other than compliance with
the Securities Act, the Exchange Act and the rules and regulations of the
Commission thereunder. Although Regulation AB is applicable by its terms only to
offerings of asset-backed securities that are registered under the Securities
Act, the parties acknowledge that investors in privately offered securities may
require that the Purchaser or any Depositor provide comparable disclosure in
unregistered offerings. The parties agree over time to negotiate in good faith
with respect to the provision of comparable disclosure in private offerings. 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, and any parties or items
identified in writing by the Purchaser, including, any Subservicer, any
Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage
Loans necessary in order to effect such compliance.
The Purchaser agrees that it will cooperate with the Company and provide
sufficient and timely notice of any information requirements pertaining to a
Securitization Transaction. The
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Purchaser will make all reasonable efforts to contain requests for information,
reports or any other materials to items required for compliance with Regulation
AB, and shall not request information which is not required for such compliance.
(b) Additional Representations and Warranties of the Company.
(i) The Company shall be deemed to represent to the Purchaser and to
any Depositor, as of the date on which information is first provided to the
Purchaser or any Depositor under Section 2(c) that, except as disclosed in
writing to the Purchaser or such Depositor prior to such date: (i) the
Company is not aware and has not received notice that any default, early
amortization or other performance triggering event has occurred as to any
other securitization due to any act or failure to act of the Company; (ii)
the Company has not been terminated as servicer in a residential mortgage
loan securitization, either due to a servicing default or to application of
a servicing performance test or trigger; (iii) no material noncompliance
with the applicable servicing criteria with respect to other
securitizations of residential mortgage loans involving the Company as
servicer has been disclosed or reported by the Company; (iv) no material
changes to the Company's policies or procedures with respect to the
servicing function it will perform under this Agreement and any
Reconstitution Agreement for mortgage loans of a type similar to the
Mortgage Loans have occurred during the three-year period immediately
preceding the related Securitization Transaction; (v) there are no aspects
of the Company's financial condition that could have a material adverse
effect on the performance by the Company of its servicing obligations under
this Agreement or any Reconstitution Agreement; (vi) there are no material
legal or governmental proceedings pending (or known to be contemplated)
against the Company, any Subservicer or any Third-Party Originator; and
(vii) there are no affiliations, relationships or transactions required to
be disclosed under Item 1119 between the Company and any of the parties
listed in Section 2(c)(i)(D)(4)-(9) which are identified in writing by the
Purchaser or Depositor in advance of the closing of the Securitization
Transaction pursuant to Section 2(c)(i)(D) of this Amendment Reg 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
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practicable following notice to or discovery by the Company, provide to the
Purchaser and any Depositor (as required by Regulation AB) the information
specified in paragraph (iv) of this Section.
(i) If so requested by the Purchaser or any Depositor, the Company
shall provide such information regarding (x) the Company, as originator of
the Mortgage Loans (including as an acquirer of Mortgage Loans from a
Qualified Correspondent, if applicable), or (y) as applicable, each
Third-Party Originator, and (z) as applicable, each Subservicer, as is
requested for the purpose of compliance with Items 1103(a)(1), 1105
(subject to paragraph (ii) below), 1110, 1117 and 1119 of Regulation AB.
Such information shall include, at a minimum:
(A) the originator's form of organization;
(B) to the extent deemed material by the Purchaser or any
Depositor in its reasonable determination, a description of the
originator's origination program and how long the originator has been
engaged in originating residential mortgage loans, which description
shall include a discussion of the originator's experience in
originating mortgage loans of a similar type as the Mortgage Loans; if
material, information regarding the size and composition of the
originator's origination portfolio; and information that may be
material to an analysis of the performance of the Mortgage Loans,
including the originators' credit-granting or underwriting criteria
for mortgage loans of similar type(s) as the Mortgage Loans and such
other information as the Purchaser or any Depositor may reasonably
request for the purpose of compliance with Item 1110(b)(2) of
Regulation AB;
(C) a brief description of any material legal or governmental
proceedings pending (or known to be contemplated by a governmental
authority) against the Company, each Third-Party Originator, if
applicable, and each Subservicer; and
(D) a description of any affiliation or relationship between the
Company, each Third-Party Originator, if applicable, each Subservicer
and any of the following parties to a Securitization Transaction, as
such parties are identified to the Company by the Purchaser or any
Depositor in writing within ten days in advance of the closing 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 in the Purchaser's or such Depositor's reasonable
determination, the Company shall provide (or, as applicable, cause each
Third-Party Originator to provide) Static Pool Information with respect to
the mortgage loans (of a similar type as the Mortgage Loans, as reasonably
identified by the Purchaser as provided below) originated by (a) the
Company, if the Company is an originator of Mortgage Loans (including as an
acquirer of Mortgage Loans from a Qualified Correspondent, if applicable),
and/or (b) as applicable, each Third-Party Originator. Such Static Pool
Information shall be prepared by the Company (or, if applicable, the
Third-Party Originator) on the basis of its reasonable, good faith
interpretation of the requirements of Item 1105(a)(1)-(3) of Regulation AB.
To the extent that there is reasonably available to the Company (or
Third-Party Originator, as applicable) Static Pool Information with respect
to more than one mortgage loan type, the Purchaser or any Depositor shall
be entitled to specify whether some or all of such information shall be
provided pursuant to this paragraph. The content of such Static Pool
Information may be in the form customarily provided by the Company, and
need not be customized for the Purchaser or any Depositor. Such Static Pool
Information for each vintage origination year or prior securitized pool, as
applicable, shall be presented in increments no less frequently than
quarterly over the life of the mortgage loans included in the vintage
origination year or prior securitized pool. The most recent periodic
increment must be as of a date no later than 135 days prior to the date of
the prospectus or other offering document in which the Static Pool
Information is to be included or incorporated by reference. The Static Pool
Information shall be provided in an electronic format that provides a
permanent record of the information provided, such as a portable document
format (pdf) file, or other such electronic format.
Promptly following notice or discovery of a material error, as determined
in the Company's judgment, in Static Pool Information provided pursuant to the
immediately preceding paragraph (including an omission to include therein
information required to be provided pursuant to such paragraph), the Company
shall provide corrected Static Pool Information to the Purchaser or any
Depositor, as applicable, in the same format in which Static Pool Information
was previously provided to such party by the Company.
If so requested by the Purchaser or any Depositor, the Company shall
provide (or, as applicable, cause each Third-Party Originator to provide),
at the expense of the requesting party (to the extent of any additional
incremental expense associated with delivery pursuant to this Agreement),
procedures letters of certified public accountants pertaining to Static
Pool Information relating to prior securitized pools for securitizations
closed on or after January 1, 2006 or, in the case of Static Pool
Information with respect to the Company's or, if applicable, Third-Party
Originator's originations or purchases, to calendar months commencing
January 1, 2006, as the Purchaser or such Depositor shall reasonably
request. Such statements and letters shall be addressed to and be for the
benefit of such parties as the Purchaser or such Depositor shall designate,
which shall be limited to any Sponsor, any Depositor, any broker dealer
acting as underwriter, placement agent or initial purchaser with respect to
a Securitization Transaction or any
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other party that is reasonably and customarily entitled to receive such
statements and letters in a Securitization Transaction. Any such statement
or letter may take the form of a standard, generally applicable document
accompanied by a reliance letter authorizing reliance by the addressees
designated by the Purchaser or such Depositor.
(iii) If reasonably requested by the Purchaser or any Depositor, the
Company shall provide such information regarding the Company, as servicer
of the Mortgage Loans, and each Subservicer (each of the Company and each
Subservicer, for purposes of this paragraph, a "Servicer"), as is
reasonably requested for the purpose of compliance with Items 1108 of
Regulation AB. Such information shall include, at a minimum:
(A) the Servicer's form of organization;
(B) a description of how long the Servicer has been servicing
residential mortgage loans; a general discussion of the Servicer's
experience in servicing assets of any type as well as a more detailed
discussion of the Servicer's experience in, and procedures for, the
servicing function it will perform under this Agreement and any
Reconstitution Agreements; information regarding the size, composition
and growth of the Servicer's portfolio of residential mortgage loans
of a type similar to the Mortgage Loans and information on factors
related to the Servicer that may be material, in the reasonable
determination of the Purchaser or any Depositor, to any analysis of
the servicing of the Mortgage Loans or the related asset-backed
securities, as applicable, including, without limitation:
(1) whether any prior securitizations of mortgage loans of a
type similar to the Mortgage Loans involving the Servicer have
defaulted or experienced an early amortization or other
performance triggering event because of servicing during the
three-year period immediately preceding the related
Securitization Transaction;
(2) the extent of outsourcing the Servicer utilizes;
(3) whether there has been previous disclosure of material
noncompliance with the applicable servicing criteria with respect
to other securitizations of residential mortgage loans involving
the Servicer as a servicer during the three-year period
immediately preceding the related Securitization Transaction;
(4) whether the Servicer has been terminated as servicer in
a residential mortgage loan securitization, either due to a
servicing default or to application of a servicing performance
test or trigger; and
(5) such other information as the Purchaser or any Depositor
may reasonably request for the purpose of compliance with Item
1108(b)(2) of Regulation AB;
(C) a description of any material changes during the three-year
period immediately preceding the related Securitization Transaction to
the Servicer's policies or procedures with respect to the servicing
function it will perform under this Agreement and any Reconstitution
Agreements for mortgage loans of a type similar to the Mortgage Loans;
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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) For the purpose of satisfying the Purchaser's 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) provide prompt notice to the
Purchaser, any Master Servicer and any Depositor in writing of (1) any
merger, consolidation or sale of substantially all of the assets of the
Company, (2) the Company's entry into an agreement with a Subservicer to
perform or assist in the performance of any of the Company's obligations
under the Agreement or any Reconstitution Agreement that qualifies as an
"entry into a material definitive agreement" under Item 1.01 of the form
8-K, (3) any Event of Default under the terms of the Agreement or any
Reconstitution Agreement to the extent not known by such Purchaser, Master
Servicer or Depositor, and (4) a brief description of any material
litigation or governmental proceedings involving the Company, any
Subservicer or any Third Party Originator.
(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
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any Subservicer, the Company shall provide to the Purchaser, the Master
Servicer 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.
(vi) The Company shall provide to the Purchaser and any Depositor a
description of any affiliation or relationship required to be disclosed
under Item 1119 between the Company and any of the parties listed in Items
1119 (a)(1)-(6) of Regulation AB that develops following the closing date
of a Securitization Transaction (other than an affiliation or relationship
that the Purchaser, the Depositor or the issuing entity is required to
disclose under Item 1119 of Regulation AB) no later than 15 calendar days
prior to the date the Depositor is required to file its Form 10-K
disclosing such affiliation or relationship. For purposes of the foregoing,
the Company (1) shall be entitled to assume that the parties to the
Securitization Transaction with whom affiliations or relations must be
disclosed are the same as on the closing date if it provides a written
request (which may be by e-mail) to the Depositor or Master Servicer, as
applicable, requesting such confirmation and either obtains such
confirmation or receives no response within three (3) Business Days, (2)
shall not be obligated to disclose any affiliations or relationships that
may develop after the closing date for the Securitization Transaction with
any parties not identified to the Company pursuant to clause (D) of
paragraph (i) of this Section 2(c), and (3) shall be entitled to rely upon
any written identification of parties provided by the Depositor, the
Purchaser or any master servicer.
(vii) Not later than ten days prior to the deadline for the filing of
any distribution report on Form 10-D in respect of any Securitization
Transaction that includes any of the Mortgage Loans serviced by the Company
or any Subservicer, the Company or such Subservicer, as applicable, shall,
to the extent the Company or such Subservicer has knowledge, provide to the
party responsible for filing such report (including, if applicable, the
Master Servicer) notice of the occurrence of any of the following events
along with all information, data, and materials related thereto as may be
required to be included in the related distribution report on Form 10-D (as
specified in the provisions of Regulation AB referenced below):
(a) any material modifications, extensions or waivers of Mortgage
Loan terms, fees, penalties or payments during the distribution period or
that have cumulatively become material over time (Item 1121(a)(11) of
Regulation AB;
(b) material breaches of Mortgage Loan representations or
warranties or transaction covenants under the Existing Agreement, as
amended herein (Item 1121(a)(12) of Regulation AB); and
(c) information regarding any Mortgage Loan changes (such as,
additions, substitutions or repurchases), and any material changes in
origination,
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underwriting or other criteria for acquisition or selection of pool assets
(Item 1121(a)(14) 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, the Master Servicer and the 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, the Master Servicer and the
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 Exhibit A hereto (wherein "Investor" shall mean
the Master Servicer)
(B) deliver to the Purchaser, the Master Servicer 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;
(C) if required by Regulation AB, cause each Subservicer and each
Subcontractor determined by the Company pursuant to Section 2(f)(ii)
to be "participating in the servicing function" within the meaning of
Item 1122 of Regulation AB (each, a "Participating Entity"), to
deliver to the Purchaser, the Master Servicer 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, or, if required by Regulation AB, cause each
Subservicer and Participating Entity to deliver to the Purchaser, the
Master Servicer, Depositor or
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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, signed by the
appropriate officer of the Company, in the form attached hereto as
Exhibit B; provided that such certification delivered by the Company
may not be filed as an exhibit to, or included in, any filing with the
Commission.
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 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).
If reasonably requested by the Purchaser or the Master Servicer, the
Company shall provide to the Purchaser or the Master Servicer, evidence of the
authorization of the person signing the certificate or statement provided
pursuant to Section 2(d) and 2(e) of this Amendment Reg AB.
(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, the Master Servicer 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, 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
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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.
(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, after reasonable notice from the Purchaser of
the parties involved in the Purchaser's Securitization Transaction, 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. The Company shall
be responsible for obtaining from each Participating Entity and delivering to
the Purchaser, the Master Servicer and the Depositor any assessment of
compliance and attestation and certificate 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 and each of the
following parties participating in a Securitization Transaction: each
sponsor, Depositor 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 broker
dealer acting as underwriter, acting as placement agent or acting as
initial purchaser; 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 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
12
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;
(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 Amendment Reg AB, 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.
If the indemnification provided for herein is unavailable or insufficient
to hold harmless the parties set forth in Section 2(g)(i), then the Company
agrees that it shall contribute to the amount paid or payable by such
indemnified party as a result of any claims, losses, damages or liabilities
incurred by such indemnified party in such proportion as is appropriate to
reflect the relative fault of such indemnified party on the one hand and the
Company on the other.
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
13
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 (and if
the Company is servicing any of the Mortgage Loans in a Securitization
Transaction, appoint a successor servicer reasonably acceptable to any
Master Servicer for such Securitization Transaction); 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 in accordance with and pursuant to the terms of
the Agreement and/or any applicable Reconstitution Agreement as if the
Company had not been terminated as servicer. 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.
(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 ten calendar days after the date on which such information,
report, certification or accountants' letter was required to be
delivered 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 in accordance
with and pursuant to the terms of the Agreement and/or any applicable
Reconstitution Agreement as if the Company had not been terminated as
servicer. 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
14
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.
(iii) The Purchaser agrees to indemnify and hold harmless the Company,
any Subservicer, any Participating Entity, and, if applicable, any
Third-Party Originator, 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 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 any untrue statement or
alleged untrue statement of any material fact contained in any filing with
the Commission or the omission or alleged omission to state in any filing
with the Commission a material fact required to be stated or necessary to
be stated in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case to
the extent, but only to the extent, that such untrue statement, alleged
untrue statement, omission, or alleged omission relates to any filing with
the Commission other than the Company Information.
(iv) If the indemnification provided for herein is unavailable or
insufficient to hold harmless the indemnified party, then the indemnifying
party agrees that it shall contribute to the amount paid or payable by such
indemnified party as a result of any claims, losses, damages or liabilities
incurred by such indemnified party in such proportion as is appropriate to
reflect the relative fault of such indemnified party on the one hand and
the indemnifying party on the other.
(v) The indemnifications provided for in Section 2(g) shall survive
the termination of this Amendment Reg AB or the termination of any party to
this Amendment Reg AB.
(vi) Each Master Servicer shall be considered a third-party
beneficiary of Sections 2(d), 2(e) and 2(g) (solely with respect to
noncompliance under Sections 2(d) and 2(e)) of this Agreement, entitled to
all the rights and benefits hereof as if it were a direct party to this
Agreement."
3. The Existing Agreement is hereby amended by adding Section 6.06 and 6.07 to
such Existing Agreement as follows:
Section 6.06 Subservicing Agreements Between the Company and Subservicers.
The Company, as servicer, may arrange for the subservicing of any
Mortgage Loan by a Subservicer pursuant to a subservicing agreement. Each
Subservicer shall be (i) authorized to transact business in the state or
states where the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law to enable the
Subservicer to perform its obligations hereunder and under the subservicing
agreement and (ii) a Xxxxxxx Mac or Xxxxxx Xxx approved mortgage servicer.
Notwithstanding the provisions of any subservicing agreement, any of the
provisions of this Agreement relating to agreements or arrangements between
the Company or a
15
Subservicer or reference to actions taken through the Company or otherwise,
the Company shall remain obligated and liable to the Purchaser and its
successors and assigns for the servicing and administration of the Mortgage
Loans in accordance with the provisions of this Agreement without
diminution of such obligation or liability by virtue of such subservicing
agreements or arrangements or by virtue of indemnification from the
Subservicer and to the same extent and under the same terms and conditions
as if the Company alone were servicing and administering the Mortgage
Loans. In the event the Company is terminated as servicer pursuant to
Section 7.01 of the Existing Agreement or Section 2(g)(ii)(A) or (B) of
this Amendment Regulation AB, the Subservicer, if any, shall no longer have
the right to service the related Mortgage Loans.
Section 6.07 No Contractual Relationship Between Subservicer and Purchaser.
Any Subservicing Agreement and any other transactions or services
relating to the Mortgage Loans involving a Subservicer shall be deemed to
be between the Subservicer and the Company alone and the Purchaser shall
not be deemed a party thereto and shall have no claims, rights,
obligations, duties or liabilities with respect to any Subservicer except
as set forth in Section 6.06.
4. 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.
5. 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.
6. 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.
7. This Amendment Reg AB shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements entered into and
wholly performed within that state.
16
[Signature Page Follows]
17
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.
CITIGROUP GLOBAL MARKETS REALTY CORP.
Purchaser
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
COUNTRYWIDE HOME LOANS, INC.
Company
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Signature page to Amendment Reg AB
EXHIBIT A
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":
APPLICABLE
SERVICING
SERVICING CRITERIA CRITERIA
--------------------------------------------------------------------------------
REFERENCE CRITERIA
--------------------------------------------------------------------------------
GENERAL SERVICING CONSIDERATIONS
1122(d)(1)(i) Policies and procedures are instituted to X
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 X
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 X
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 X
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 X
of an obligor or to an investor are made only by
authorized personnel.
1122(d)(2)(iii) Advances of funds or guarantees regarding X
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 X
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 X
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 X
unauthorized access.
A-1
APPLICABLE
SERVICING
SERVICING CRITERIA CRITERIA
--------------------------------------------------------------------------------
REFERENCE CRITERIA
--------------------------------------------------------------------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis X
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 X
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 X
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 X
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 X
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 X
maintained as required by the transaction
agreements or related mortgage loan documents.
1122(d)(4)(ii) Mortgage loan and related documents are X
safeguarded as required by the transaction
agreements
1122(d)(4)(iii) Any additions, removals or substitutions to the X
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 X
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 X
loans agree with the Servicer's records with
respect to an obligor's unpaid principal
balance.
A-2
APPLICABLE
SERVICING
SERVICING CRITERIA CRITERIA
--------------------------------------------------------------------------------
REFERENCE CRITERIA
--------------------------------------------------------------------------------
1122(d)(4)(vi) Changes with respect to the terms or status of X
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., X
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 X
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 nemployment).
1122(d)(4)(ix) Adjustments to interest rates or rates of return X
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 X
(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 X
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 X
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 X
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.
A-3
Delinquencies, charge-offs and uncollectible X
accounts are recognized and recorded in
1122(d)(4)(xiv) accordance with the transaction agreements.
Any external enhancement or other support, X
identified in Item 1114(a)(1) through (3) or
Item 1115 of Regulation AB, is maintained as set
1122(d)(4)(xv) forth in the transaction agreements.
[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date: _________________________________
By:
-----------------------------------
Name:
---------------------------------
Title:
---------------------------------
A-4
EXHIBIT B
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 Purchaser], [the Depositor],
[Master Servicer], [Securities Administrator] or [Trustee], 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] or
[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] or
[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; and
[Intentionally Left Blank]
B-1
(5) The Compliance Statement required to be delivered by the Company
pursuant to this Agreement, and the Servicing Assessment and Attestation
Report required to be provided by the Company and by each Subservicer and
Participating Entity 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.
Date: __________________________________
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
B-2
