Exhibit 10.5(D)
EXECUTION VERSION
AMENDMENT REG AB
TO THE MASTER MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
This is Amendment Reg AB ("Amendment Reg AB"), dated as of January 1,
2006, by and between Bank of America, National Association (the "Purchaser"),
and Countrywide Home Loans, Inc. (the "Company") to that certain Master Mortgage
Loan Purchase and Servicing Agreement, dated as of April 1, 2003 by and between
the Company and the Purchaser (as amended, modified or supplemented, the
"Existing Agreement").
W I T N E S S E T H
WHEREAS, the Company and the Purchaser have agreed, subject to the
terms and conditions of this Amendment Reg AB that the Existing Agreement be
amended to reflect agreed upon revisions to the terms of the Existing Agreement.
Accordingly, the Company and the Purchaser hereby agree, in
consideration of the mutual promises 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 to Article I thereof in their proper
alphabetical order:
Commission: The United States Securities and Exchange Commission.
Company Information: As defined in Section 8.14(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
this Agreement.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation
AB), 17 C.F.R. ss.ss.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 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 or
unrated mortgage-backed securities or (2) an issuance of publicly offered, rated
or unrated 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 8.14(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 of Regulation AB.
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
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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 to Article VIII thereof:
"Section 8.14 Regulation AB Compliance
(a) Intent of the Parties; Reasonableness.
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The Purchaser and the Company acknowledge and agree that the purpose of
this Section 8.14 is to facilitate compliance by the Purchaser and any Depositor
with the provisions of Regulation AB and related rules and regulations of the
Commission and that the provisions of this Amendment Reg AB shall be applicable
to all Mortgage Loans included in a Securitization Transaction closing on or
after January 1, 2006, regardless whether the Mortgage Loans were purchased by
the Purchaser from the Company prior to the date hereof. Although Regulation AB
is applicable by its terms only to offerings of asset-backed securities that are
registered under the Securities Act, the Company acknowledges that investors in
privately offered securities may require that the Purchaser or any Depositor
provide comparable disclosure in unregistered offerings. The Company agrees to
provide the Purchaser with the assessment of compliance and the attestation
required by Item 1122 of Regulation AB in connection with privately offered
securities and to negotiate in good faith with the Purchaser with respect to
provision of other disclosure comparable to that required under this Amendment
Reg AB in connection with privately offered securities. 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 in the good faith
determination of the Purchaser or any Depositor 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
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Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be
necessary 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 limit 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.
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(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 8.14(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 8.14(c), the Company shall,
within five 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.
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In connection with any Securitization Transaction, the Company shall
(1) within five Business Days following request by the Purchaser or any
Depositor, provide to the Purchaser and
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such Depositor (or, as applicable, cause each Third-Party Originator and each
Subservicer to provide), the information and materials specified in paragraphs
(i), (ii), (iii) and (vii) of this Section 8.14(c), and (2) as promptly as
practicable following notice to or discovery by the Company, provide to the
Purchaser and any Depositor 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, 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 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 chaser or any Depositor, 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 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 mutually agreed upon by
the Purchaser or Depositor and 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), such statements and agreed-upon procedures letters of
certified public accountants pertaining to Static Pool Information
relating to prior securitized pools for securitizations closed on or
after January 1, 2006 or, in the case of Static Pool Information with
respect to the Company's or, if applicable, Third-Party Originator's
originations or purchases, to calendar months commencing January 1,
2006, as the Purchaser or such Depositor shall reasonably request. Such
statements and letters shall be addressed to and be for the benefit of
such parties as the Purchaser or such Depositor shall designate, which
shall be limited to any Sponsor, any Depositor, any broker dealer
acting as underwriter, placement agent or initial purchaser with
respect to a Securitization Transaction or any other party that is
reasonably and customarily entitled to receive such statements and
letters in a Securitization Transaction. Any such statement or letter
may take the form of a standard, generally applicable document
accompanied by a reliance letter authorizing reliance by the addressees
designated by the Purchaser or such Depositor.
(iii) If reasonably requested by the Purchaser or any Depositor,
the Company shall provide such information regarding the Company, as
servicer of the Mortgage Loans, and each Subservicer (each of the
Company and each Subservicer, for purposes of
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this paragraph, a "Servicer"), as is reasonably requested for the
purpose of compliance with Item 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 o
mortgage loans of a type similar to the Mortgage Loans
involving the Servicer have defaulted or experienced an
early amortization or other performance triggering event
because of servicing during the three-year period
immediately preceding the related Securitization
Transaction;
(2) the extent of outsourcing the Servicer
utilizes;
(3) whether there has been previous disclosure of
material noncompliance with the applicable servicing
criteria with respect to other securitizations of
residential mortgage loans involving the Servicer as a
servicer during the three-year period immediately preceding
the related Securitization Transaction;
(4) whether the Servicer has been terminated as
servicer in a residential mortgage loan securitization,
either due to a servicing default or to application of a
servicing performance test or trigger; and
(5) such other information as the Purchaser or any
Depositor may reasonably request for the purpose of
compliance with Item 1108(b)(2) of Regulation AB;
(C) a description of any material changes during the
three-year period immediately preceding the related
Securitization Transaction to the Servicer's policies or
procedures with respect to the servicing function it will perform
under this Agreement and any Reconstitution Agreements for
mortgage loans of a type similar to the Mortgage Loans;
(D) information regarding the Servicer's financial
condition, to the extent that there is a material risk that an
adverse financial event or circumstance involving the Servicer
could have a material adverse effect on the performance by the
Company of its servicing obligations under this Agreement or any
Reconstitution Agreement;
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(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 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 material litigation or governmental proceedings involving the
Company, any Subservicer or any Third-Party Originator, (2) any Event
of Default of which it is aware or has received notice under the terms
of this Agreement or any related Reconstitution Agreement, (3) any
merger or consolidation where the Company is not the surviving entity
or sale of substantially all of the assets of the Company, and (4) 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
this Agreement or any applicable Reconstruction Agreement, and (b)
provide to the Purchaser and any Depositor a description of such
proceedings 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, any 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.
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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, 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 shall, to the extent the Company 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 (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, underwriting or other criteria
for acquisition or selection of pool assets (Item 1121(a)(14) of
Regulation AB).
(vii) The Company shall provide to the Purchaser, any Master
Servicer or any Depositor, upon written request, evidence of the
authorization of the person signing any certification or statement.
(viii) Except with respect to any affiliation or relationship
required to be disclosed under Item 1119 of Regulation AB between the
Purchaser or any Depositor, on one hand, and any of the parties
identified to the Company pursuant to clause (D) of paragraph (i) of
this Section 8.14(c), on the other hand, the Company shall provide to
the Purchaser, any Master Servicer and any Depositor a description of
any affiliation or relationship involving the Company, any Subservicer
or any Third-Party Originator required to be disclosed under Item 1119
of Regulation AB no later than March 5th of each year after the
closing date of the Securitization Transaction. 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 of the
Securitization Transaction if it provides a written request (which may
be by e-mail) to the Depositor 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
8.14(c), and (3) shall be entitled to rely upon any written
identification of parties provided by the Depositor, the Purchaser or
any Master Servicer.
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(d) Servicer Compliance Statement.
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On or before March 5th of each calendar year, commencing in 2007, the
Company shall deliver to the Purchaser, any Master Servicer and any Depositor a
statement of compliance addressed to the Purchaser, any Master Servicer 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 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 servicing
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.
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(i) On or before March 5th of each calendar year, commencing
in 2007, the Company shall:
(A) deliver to the Purchaser, any Master Servicer 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, any Master Servicer
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) delivered to the Purchaser concurrently
with the execution of this Agreement;
(B) deliver to the Purchaser, any 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) cause each Subservicer and each Subcontractor
determined by the Company pursuant to Section 8.14(f)(ii) to be
"participating in the servicing function" within the meaning of
Item 1122 of Regulation AB (each, a "Participating Entity") and
to deliver to the Purchaser, any Master Servicer and any
Depositor an assessment of compliance and accountants'
attestation as and when provided in paragraphs (i) and (ii) of
this Section 8.14(e); and
(D) deliver, and, if required by Regulation AB, cause
each Subservicer and Subcontractor described in clause (C) to
provide, to the Purchaser, any Master Servicer and any Depositor
or any other Person that will be responsible for
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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 E, as such form
may be amended to comply with the requirements of the Exchange
Act; 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 8.14(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 8.14(e)(i)(C) need not address any elements
of the Servicing Criteria other than those specified by the Company
pursuant to Section 8.14(f).
(f) Use of Subservicers and Subcontractors.
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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, any Master Servicer or any Depositor to the
utilization of any Subservicer. If required by Regulation AB, after
reasonable notice from the Purchaser of the parties involved in a
Securitization Transaction that are material to the Company's
performance hereunder, 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 8.14(b), 8.14(c)(iii), 8.14(c)(v), 8.14(d) and 8.14(e) of
this Agreement, and to provide the information required with respect to
such Subservicer under Section 8.14(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
8.14(d), any assessment of compliance and attestation required
11
to be delivered by such Subservicer under Section 8.14(e) and any
certification required to be delivered to the Person that will be
responsible for signing the Sarbanes Certification under Section
8.14(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. After reasonable notice from the Purchaser of the
parties involved in a Securitization Transaction that are material to
the Company's performance hereunder, the Company shall promptly upon
request provide to the Purchaser and any Depositor (or any designee of
the Depositor, such as an administrator) a written description (in
substance reasonably satisfactory to the Purchaser, such Depositor and
such Master Servicer determined in consultation with the Company) 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 in the servicing function" within the meaning of Item
1122 of Regulation AB, 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 8.14(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
and certificate required to be delivered by such Participating Entity under
Section 8.14(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 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, placement agent or 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 of the Depositor
(each, an "Indemnified Party"), and shall hold each of them harmless
from and against any claims, 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 information, report,
certification, data, accountants' letter or other material in
written or electronic format 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
12
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;
(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 8.14(f)(ii) any Participating Entity;
(C) any breach by the Company of a representation or
warranty set forth in Section 8.14(b)(i) or in a writing
furnished pursuant to Section 8.14(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 8.14(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 an Indemnified Party, 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 shall, except
as provided in clause (B) of this paragraph, if not cured within three
Business Days of the Company's receipt of notice of such failure (or
immediately and automatically, without notice or grace period, in the
event that such failure will result or has resulted in the Purchaser's
or its affiliated sponsor's loss of right, for which the Purchaser or
Depositor cannot obtain a waiver from the Commission, to maintain any
registration statement relating to securitization transactions of the
same type as the
13
Securitization Transactions contemplated hereunder) constitute an
Event of Default with respect to the Company under this Agreement and
any applicable Reconstitution Agreement] and shall entitle the
Purchaser or any 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 (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. 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 when and as required under Section
8.14(d) or 8.14(e), including any failure by the Company to identify a
Participating Entity pursuant to Section 8.14(f)(ii), which continues
unremedied for nine (9) calendar days after receipt of written notice
of such failure or breach from the Purchaser, its designees or the
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, the Master Servicer or any
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. 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.
14
(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) This indemnification shall survive the termination of
this Agreement or the termination of any party to this Agreement.
(h) Third-Party Beneficiary.
------------------------
Each Master Servicer shall be considered a third-party beneficiary of
Sections 8.14(d), 8.14(e) and 8.14(g) of this Agreement, (with respect to
Section 8.14(g) solely as it relates to noncompliance under Section 8.14(d) and
8.14(e) of this Agreement), entitled to all the rights and benefits hereof as if
it were a direct party to this Agreement."
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 A
attached hereto as Exhibit G to the end thereto and deleting Exhibit F in its
entirety and replacing it with Exhibit B attached hereto. 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.
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]
15
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.
BANK OF AMERICA, NATIONAL ASSOCIATION
Purchaser
By: /s/ Xxxxx X. Good
------------------------------------------
Name: Xxxxx X. Good
----------------------------------------
Title: Vice President
COUNTRYWIDE HOME LOANS, INC.
Company
By: /s/ Xxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxx
-------------------------------------
Title: Senior Vice President
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
-------------------- --------------------------------------------------------------------- ----------------------
Policies and procedures are instituted to monitor any performance X
or other triggers and events of default in accordance with the
1122(d)(1)(i) transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor the third
1122(d)(1)(ii) party's performance and compliance with such servicing activities.
-------------------- --------------------------------------------------------------------- ----------------------
Any requirements in the transaction agreements to maintain a back-up
1122(d)(1)(iii) servicer for the mortgage loans are maintained.
-------------------- --------------------------------------------------------------------- ----------------------
A fidelity bond and errors and omissions policy is in effect on the X
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and otherwise
1122(d)(1)(iv) in accordance with the terms of the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
CASH COLLECTION AND ADMINISTRATION
-------------------- --------------------------------------------------------------------- ----------------------
Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
1122(d)(2)(i) days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
Disbursements made via wire transfer on behalf of an obligor or to X
1122(d)(2)(ii) an investor are made only by authorized personnel.
-------------------- --------------------------------------------------------------------- ----------------------
Advances of funds or guarantees regarding collections, cash flows X
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
1122(d)(2)(iii) transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
The related accounts for the transaction, such as cash reserve X
accounts or accounts established as a form of overcollateralization,
are separately maintained (e.g., with respect to commingling of
1122(d)(2)(iv) cash) as set forth in the transaction 1122(d)(2)(iv) agreements.
-------------------- --------------------------------------------------------------------- ----------------------
Each custodial account is maintained at a federally insured X
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
1122(d)(2)(v) 13k-1(b)(1) of the Securities Exchange Act.
-------------------- --------------------------------------------------------------------- ----------------------
Unissued checks are safeguarded so as to prevent unauthorized X
1122(d)(2)(vi) access.
-------------------- --------------------------------------------------------------------- ----------------------
A-1
------------------------------------------------------------------------------------------ ----------------------
APPLICABLE SERVICING
SERVICING CRITERIA CRITERIA
-------------------- --------------------------------------------------------------------- ----------------------
REFERENCE CRITERIA
-------------------- --------------------------------------------------------------------- ----------------------
Reconciliations are prepared on a monthly basis for all X
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
1122(d)(2)(vii) transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
INVESTOR REMITTANCES AND REPORTING
-------------------- --------------------------------------------------------------------- ----------------------
Reports to investors, including those to be filed with the X
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
1122(d)(3)(i) of mortgage loans serviced by the Servicer.
-------------------- --------------------------------------------------------------------- ----------------------
Amounts due to investors are allocated and remitted in accordance X
with timeframes, distribution priority and other terms set forth in
1122(d)(3)(ii) the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of X
1122(d)(3)(iii) days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
Amounts remitted to investors per the investor reports X
agree with cancelled checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
-------------------- --------------------------------------------------------------------- ----------------------
POOL ASSET ADMINISTRATION
-------------------- --------------------------------------------------------------------- ----------------------
Collateral or security on mortgage loans is maintained as X
required by the transaction agreements or related
1122(d)(4)(i) mortgage loan documents.
-------------------- --------------------------------------------------------------------- ----------------------
Mortgage loan and related documents are safeguarded as required by X
1122(d)(4)(ii) the transaction agreements
-------------------- --------------------------------------------------------------------- ----------------------
Any additions, removals or substitutions to the asset pool are X
made, reviewed and approved in accordance with any conditions or
1122(d)(4)(iii) requirements in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
Payments on mortgage loans, including any payoffs, made in X
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
1122(d)(4)(iv) documents.
-------------------- --------------------------------------------------------------------- ----------------------
The Servicer's records regarding the mortgage loans agree with the X
Servicer's records with respect to an obligor's unpaid principal
1122(d)(4)(v) balance.
-------------------- --------------------------------------------------------------------- ----------------------
A-2
------------------------------------------------------------------------------------------ ----------------------
APPLICABLE SERVICING
SERVICING CRITERIA CRITERIA
-------------------- --------------------------------------------------------------------- ----------------------
REFERENCE CRITERIA
-------------------- --------------------------------------------------------------------- ----------------------
Changes with respect to the terms or status of an obligor's X
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with the
1122(d)(4)(vi) transaction agreements and related pool asset documents.
-------------------- --------------------------------------------------------------------- ----------------------
Loss mitigation or recovery actions (e.g., forbearance plans, X
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
1122(d)(4)(vii) by the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
Records documenting collection efforts are maintained during the X
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
1122(d)(4)(viii) deemed temporary (e.g., illness or unemployment).
-------------------- --------------------------------------------------------------------- ----------------------
Adjustments to interest rates or rates of return for mortgage loans X
with variable rates are computed based on the related mortgage loan
1122(d)(4)(ix) documents.
-------------------- --------------------------------------------------------------------- ----------------------
Regarding any funds held in trust for an obligor (such as escrow X
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
1122(d)(4)(x) number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
Payments made on behalf of an obligor (such as tax or insurance X
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
1122(d)(4)(xi) other number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
Any late payment penalties in connection with any payment to be X
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
1122(d)(4)(xii) obligor's error or omission.
-------------------- --------------------------------------------------------------------- ----------------------
Disbursements made on behalf of an obligor are posted within two X
business days to the obligor's records maintained by the servicer, or
1122(d)(4)(xiii) such other number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
A-3
------------------------------------------------------------------------------------------ ----------------------
APPLICABLE SERVICING
SERVICING CRITERIA CRITERIA
-------------------- --------------------------------------------------------------------- ----------------------
REFERENCE CRITERIA
-------------------- --------------------------------------------------------------------- ----------------------
Delinquencies, charge-offs and uncollectible accounts are X
recognized and recorded in accordance with the transaction
1122(d)(4)(xiv) agreements.
-------------------- --------------------------------------------------------------------- ----------------------
Any external enhancement or other support, identified in X
Item 1114(a)(1) through (3) or Item 1115 of Regulation IF OBLIGATED UNDER
1122(d)(4)(xv) AB, is maintained as set forth in the transaction agreements. TRANSACTION DOCUMENTS
-------------------- --------------------------------------------------------------------- ----------------------
[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 Bank
of America, National Association (the "Company"), certify to [the Purchaser],
[the Depositor] or the [Master Servicer] [Securities Administrator] [Trustee],
and their 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 and identified as
the responsibility of the Company on Exhibit B to the Regulation AB Compliance
Addendum to the Agreement (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 this Agreement, and the Servicing Assessment and Attestation Report
required to be provided by the Company and by any Subservicer and Subcontractor
pursuant to the Agreement, have been provided to the [Depositor] [Master
Servicer]. Any material instances of noncompliance
A-5
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:
A-6
