Exhibit 99.14
RECONSTITUTED SERVICING AGREEMENT
Luminent Mortgage Trust 2006-7
This Reconstituted Servicing Agreement, dated as of December 27, 2006 (this
"Agreement"), is by and among GREENPOINT MORTGAGE FUNDING, INC. ("GreenPoint" or
the "Servicer"), XXXXX ASSET SECURITIZATION, INC. ("Xxxxx" or the "Depositor"),
MAIA MORTGAGE FINANCE STATUTORY TRUST ("Maia" or the "Seller") and XXXXX FARGO
BANK, N.A., as master servicer (in such capacity, the "Master Servicer") and
securities administrator (in such capacity, the "Securities Administrator"), and
is acknowledged by HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the
"Trustee").
RECITALS
WHEREAS, the Seller has conveyed the mortgage loans listed on Exhibit Two
hereto (the "Serviced Loans") to the Depositor, and the Depositor in turn has
conveyed the Serviced Loans to the Trustee, all pursuant to a pooling agreement,
dated as of December 1, 2006 (the "Pooling Agreement"), among the Seller, the
Depositor, the Master Servicer, the Securities Administrator and the Trustee;
WHEREAS, the Serviced Loans are currently being serviced by the Servicer
for the Seller pursuant to a Master Mortgage Loan Purchase and Servicing
Agreement, dated as of October 1, 2006 (the "Servicing Agreement"), among
GreenPoint, as seller and servicer, and Luminent Mortgage Capital, Inc., the
Seller and Mercury Mortgage Finance Statutory Trust, as Initial Purchaser, a
copy of which is annexed hereto as Exhibit Three;
WHEREAS, the Seller desires that the Servicer continue to service the
Serviced Loans and the Servicer has agreed to do so, subject to the rights of
the Master Servicer to terminate the rights and obligations of the Servicer
hereunder as set forth herein and to the other conditions set forth herein;
WHEREAS, Section 24 of the Servicing Agreement provides that, subject to
certain conditions set forth therein, the Purchaser may assign the Servicing
Agreement with respect to some or all of the Mortgage Loans, and without
limiting the foregoing, the Servicer has agreed in Section 12 and Section 30 of
the Servicing Agreement to enter into additional documents, instruments or
agreements as may be reasonably necessary in connection with any Whole Loan
Transfer or Pass-Through Transfer contemplated by the Seller pursuant to the
Servicing Agreement;
WHEREAS, the Seller and Servicer agree that (a) the transfer of the
Serviced Loans from the Seller to the Depositor and from the Depositor to the
Trustee pursuant to the Pooling Agreement constitutes a Securitization
Transaction (as defined herein) and (b) this Agreement shall constitute a
Reconstitution Agreement (as defined in the Servicing Agreement) in connection
with such Securitization Transaction that shall govern the Serviced Loans for so
long as such Serviced Loans remain subject to the provisions of the Pooling
Agreement;
WHEREAS, the Master Servicer and any successor master servicer shall be
obligated, among other things, to supervise the servicing of the Serviced Loans
on behalf of the Trustee and the Trust Fund, and shall have the right to
terminate the rights and obligations of the Servicer upon the occurrence and
continuance of an Event of Default under the Servicing Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used and not defined in this Agreement (including Exhibit
One hereto) shall have the meanings ascribed to them in the Servicing Agreement.
ARTICLE II
SERVICING
The Servicer agrees, with respect to the servicing of the Serviced Loans,
to perform and observe the duties, responsibilities and obligations that are to
be performed and observed by the Servicer under the provisions of the Servicing
Agreement, except as otherwise provided herein and on Exhibit One hereto, and
that the provisions of the Servicing Agreement (including any provisions therein
modified by this Agreement), are and shall be a part of this Agreement to the
same extent as if set forth herein in full.
ARTICLE III
TRUST CUT-OFF DATE
The parties hereto acknowledge that by operation of Subsection 11.14 of
Exhibit 9 to the Servicing Agreement, the remittance on January 18, 2007 to be
made to the Luminent Mortgage Trust 2006-7 Trust Fund (the "Trust Fund") is to
include all principal collections due after December 1, 2006 (the "Trust Cut-off
Date"), plus interest thereon at the weighted average Mortgage Interest Rate
collected during the Due Period immediately preceding January 18, 2007, but
exclusive of any portion thereof allocable to a period prior to the Trust
Cut-off Date, and taking into account the adjustments specified in the first
paragraph of Subsection 11.14 of Exhibit 9 to the Servicing Agreement (as
modified by this Agreement).
ARTICLE IV
SERVICING FEE
The Servicing Fee rate for the Serviced Loans shall be equal to 0.25% per
annum (the "Servicing Fee Rate"). The Servicing Fee shall be payable monthly
from the interest portion of the related Monthly Payment collected by the
Servicer.
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ARTICLE V
RECOGNITION OF THE MASTER SERVICER AND THE TRUST FUND
(a) From and after the date hereof, the Servicer, and any successor
servicer hereunder, shall be subject to the supervision of the Master Servicer,
which Master Servicer shall be obligated to enforce the Servicer's obligation to
service the Serviced Loans in accordance with the provisions of this Agreement.
The Servicer shall recognize the Trust Fund as the owner of the Serviced Loans,
and the Servicer will service the Serviced Loans for the Trust Fund as if the
Trust Fund and the Servicer had entered into a separate servicing agreement for
the servicing of the Serviced Loans in the form of the this Agreement. Pursuant
to the Pooling Agreement, the Master Servicer and the Trustee shall have the
same rights (but not the obligations, except to the extent expressly set forth
in the Pooling Agreement) as the Purchaser under the Servicing Agreement to
enforce the obligations of the Servicer, including, without limitation, in the
case of the Trustee, the enforcement of (i) the document delivery requirements
set forth in Subsection 6.03 of the Servicing Agreement and (ii) remedies with
respect to representations and warranties made by the Servicer or Seller in the
Servicing Agreement, and, in the case of the Master Servicer, shall be entitled
to enforce all of the obligations of the Servicer thereunder insofar as they
relate to the Serviced Loans. The Servicer shall look solely to the Trust Fund
for performance of any obligations of the Purchaser under this Agreement and the
Trust Fund hereby assumes such obligations. All references to the Purchaser
under the Servicing Agreement insofar as they relate to the Serviced Loans that
have not otherwise been modified under this Agreement shall be deemed to refer
to the Trust Fund. No party to the Servicing Agreement shall amend or agree to
amend, modify, waive, or otherwise alter any of the terms or provisions of the
Servicing Agreement, which amendment, modification, waiver or other alteration
would in any way materially affect the Serviced Loans or the Servicer's
performance under the Servicing Agreement with respect to the Serviced Loans
without the prior written consent of the Trustee and the Master Servicer or
which would materially and adversely affect the interests of the
certificateholders in the Serviced Loans.
(b) The Master Servicer shall be entitled to terminate the rights and
obligations of the Servicer under this Agreement as provided in Section 14.01
("Events of Default") of the Servicing Agreement. Notwithstanding anything
herein to the contrary, in no event shall the Master Servicer be required to
assume any of the obligations of the Purchaser under the Servicing Agreement;
and in entering into this Agreement, in connection with the performance by the
Master Servicer of any duties it may have hereunder, and in the exercise by the
Master Servicer of its rights, the parties and other signatories hereto agree
that the Master Servicer shall be entitled to all of the rights, protections and
limitations of liability, immunities and indemnities afforded to the Master
Servicer under the Pooling Agreement. Without limitation of the foregoing, any
provision of the Servicing Agreement requiring the Seller or the Trust Fund, as
Purchaser under the Servicing Agreement, to reimburse the Servicer for any costs
or expenses shall be satisfied by the Servicer's reimbursement of such costs or
expenses from the Custodial Account.
(c) A copy of all assessments, attestations, reports and certifications
required to be delivered by the Servicer under this Agreement and the Servicing
Agreement shall be delivered to the Master Servicer by the date(s) specified
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herein or therein, and where such documents are required to be addressed to any
party, such addressees shall include the Master Servicer and the Master Servicer
shall be entitled to rely on such documents.
ARTICLE VI
WARRANTIES
The Seller and the Servicer mutually warrant and represent that, with
respect to the Serviced Loans, the Servicing Agreement is in full force and
effect as of the date hereof and has not been amended or modified in any way
with respect to the Serviced Loans, except as set forth herein, and no notice of
termination has been given thereunder.
ARTICLE VII
REPRESENTATIONS
Pursuant to Section 12(2)(A)(4)(ii) of the Servicing Agreement, the
Servicer, as seller under the Servicing Agreement, hereby represents and
warrants for the benefit of the Depositor, the Trustee and the Trust Fund, that
(i) the representations and warranties set forth in Subsection 7.01 of the
Servicing Agreement are true and correct as of December 27, 2006 (the
"Reconstitution Date"), as if such representations and warranties were made on
such date, and (ii) the representations and warranties set forth in Section 7.02
of the Servicing Agreement were true and correct as of the Reconstitution Date
as if such representations and warranties were made on such date, with the
exception of Section 7.02(i), which, for the purposes of the Agreement, relates
only to the Mortgage Loan Schedule attached hereto. The Seller hereby represents
and warrants, for the benefit of the Depositor, the Trustee and the Trust Fund,
that the representations and warranties set forth in Subsection 7.02 of the
Servicing Agreement are true and correct as of the Reconstitution Date.
In connection with a breach of any of the representations and warranties
that materially and adversely affects the value of any Mortgage Loan or the
interests of the Depositor, the Trustee or the Trust Fund (including the Trustee
acting on the Trust Fund's behalf) in any such Mortgage Loan (i) in respect of
the representations and warranties under Subsection 7.01 and Subsection 7.02 of
the Servicing Agreement, the Servicer hereby acknowledges and agrees, and (ii)
in respect of any breach of the representations and warranties under Subsection
7.02 of the Servicing Agreement, the Seller hereby acknowledges and agrees: (a)
that the remedies available to the Depositor, the Trustee or the Trust Fund
(including the Trustee acting on the Trust Fund's behalf) shall be as set forth
in Subsection 7.03 of the Servicing Agreement as if they were set forth herein
(including, without limitation, the repurchase and indemnity obligations set
forth therein); and (b) any such enforcement of a right or remedy by the
Depositor, the Trustee or the Trust Fund (including the Trustee acting on the
Trust Fund's behalf) shall have the same force and effect as if the right or
remedy had been enforced or exercised by the Purchaser under the Servicing
Agreement.
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ARTICLE VIII
ASSIGNMENT
The Servicer hereby acknowledges that the rights of the Seller as Purchaser
under the Servicing Agreement are hereby assigned to the Depositor, and such
rights are being assigned by the Depositor to the Trustee on behalf of the Trust
Fund as of the Reconstitution Date. In addition, the Trust Fund has made, or
intends to make, a REMIC election. The Servicer hereby consents to such
assignment and assumption and acknowledges the Trust Fund's REMIC election.
ARTICLE IX
FULL RELEASE
The parties hereto acknowledge and agree that in connection with the
foregoing, the Seller is hereby fully released from all obligations to the
Servicer under the Servicing Agreement with respect to the Serviced Loans.
ARTICLE X
NOTICES AND REMITTANCES
(a) All notices, consents, certificates, reports and certifications
(collectively, "Written Information") required to be delivered to the Purchaser
under the Servicing Agreement and under this Agreement shall be delivered to the
Master Servicer at the following address:
Xxxxx Fargo Bank, N.A.
X.X. Xxx 00
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Group, Luminent 2006-7
(or in the case of overnight deliveries,
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 21045)
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(b) All amounts required to be remitted or distributed by the Servicer to
the Purchaser under the Servicing Agreement and under this Agreement shall be on
a scheduled/scheduled basis and shall be made to the following wire account:
Xxxxx Fargo Bank, N.A.
ABA#: 000-000-000
Account Name: SAS CLEARING
Account Number: 0000000000
For further credit to: Luminent 2006-7, Account #00000000
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(c) All Written Information required to be delivered to the Trustee under
the Servicing Agreement and under this Agreement shall be delivered to the
Trustee at the following address:
HSBC Bank USA, National Association
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Trustee Luminent Mortgage Trust 2006-7
(d) All Written Information required to be delivered to the Depositor under
the Servicing Agreement and under this Agreement shall be delivered to the
Depositor at the following address:
Xxxxx Asset Securitization, Inc.
000 Xxxxxxxxxx Xx., 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxxxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(e) All demands, notices and communications required to be delivered to the
Servicer under the Servicing Agreement and this Agreement shall be in writing
and shall be deemed to have been duly given if personally delivered at or mailed
by registered mail, postage prepaid, as follows:
GreenPoint Mortgage Funding, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile:
ARTICLE XI
GOVERNING LAW
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
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ARTICLE XII
AMENDMENT
The parties hereto hereby acknowledge and agree that the Servicing
Agreement shall not be amended without the consent of the Seller.
ARTICLE XIII
COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
when so executed shall be deemed to be an original, but all of which
counterparts shall together constitute but one and the same instrument.
ARTICLE XIV
RECONSTITUTION
The Servicer and the Seller agree that this Agreement is a Reconstitution
Agreement executed in connection with a Securitization Transaction and that
December 27, 2006 is the Reconstitution Date.
ARTICLE XV
LIMITED ROLE OF THE TRUSTEE
The Trustee shall have no obligations or duties under this Agreement except
as expressly set forth herein. No implied duties on the part of the Trustee
shall be read into this Agreement. Nothing herein shall be construed to be an
assumption by the Trustee of any duties or obligations of any party to this
Agreement or the Servicing Agreement, the duties of the Trustee being solely
those set forth in the Pooling Agreement. The Trustee is entering into this
Agreement solely in its capacity as Trustee under the Pooling Agreement and not
individually, and there shall be no recourse against the Trustee in its
individual capacity hereunder or for the payment of any obligations of the Trust
or the Trust Fund.
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IN WITNESS WHEREOF, the Servicer, the Seller, the Depositor, the Master
Servicer, the Securities Administrator and the Trustee have caused their names
to be signed hereto by their respective officers thereunto duly authorized as of
the day and year first above written.
GREENPOINT MORTGAGE FUNDING, INC.,
as Servicer
By: /s/ Xxxxx Xxxxxx
----------------
Name: Xxxxx Xxxxxx
Title: Vice President
MAIA MORTGAGE FINANCE STATUTORY
TRUST, as Seller
By: /s/ Xxxxxxxxxxx X. Xxxx
-----------------------
Name Xxxxxxxxxxx X. Xxxx
Title: Trustee & President
XXXXX ASSET SECURITIZATION, INC., as
Depositor
By: /s/ X. Xxxxxxxxx Xxxxx
----------------------
Name: X. Xxxxxxxxx Xxxxx
Title: President
XXXXX FARGO BANK, N.A., as Master Servicer
and Securities Administrator
By: /s/ Xxx Xxxxx
-------------
Name: Xxx Xxxxx
Title: Vice President
Agreed to and Acknowledged By:
HSBC BANK USA, NATIONAL ASSOCIATION
not in its individual capacity, but solely as Trustee for
Luminent Mortgage Trust 2006-7 under the Pooling
Agreement
By: /s/ Xxxxx Xxxxx
---------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
[Signature Page - GreenPoint Reconstituted
Servicing Agreement - Luminent 2006-7]
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EXHIBIT ONE
Modifications to the Servicing Agreement
----------------------------------------
The Servicer and Seller hereby amend the Servicing Agreement with respect
to the Assigned Loans as follows:
(a) The definition of "Business Day" in Section 1 is hereby deleted in its
entirety and replaced with the following:
Business Day: Any day other than a Saturday or Sunday, or a day on
which banks and savings and loan institutions in the State of California,
the State of Maryland, the State of Minnesota or the State of New York are
authorized or obligated by law or executive order to be closed.
(b) The definition of "Custodial Account" in Section 1 is hereby amended to
read:
Custodial Account: The separate account or accounts, each of which shall be
an Eligible Account, created and maintained pursuant to this Agreement,
which shall be titled "GreenPoint Mortgage Funding, Inc., in trust for
Luminent Mortgage Trust 2006-7," established at a financial institution
acceptable to the Purchaser.", established at a financial institution
acceptable to the Purchaser. Each Custodial Account shall be an Eligible
Account.
(c) The definition of "Custodial Agreement" in Section 1 is hereby amended
to read:
"Custodial Agreement: The agreement dated and effective as of December 1,
2006, by and between Xxxxx Fargo Bank, N.A., as custodian and HSBC Bank
USA, National Association, as trustee."
(d) The definition of "Distribution Date" in Section 1 is hereby amended by
inserting the text "no later than 1:00 p.m. Eastern Time on such day,"
immediately following "The eighteenth (18th) day each month,".
(e) A new definition of "Due Period" is hereby added to Section 1 after the
definition of Due Date to read:
"Due Period: With respect to each Distribution Date, the period commencing
on the second day of the month preceding the month of the Distribution Date
and ending on the first day of the month of the Distribution Date."
(f) The definition of "Escrow Account" is hereby amended to read:
Escrow Account: The separate trust account or accounts created and
maintained pursuant to this Agreement which shall be titled "GreenPoint
Mortgage Funding, Inc., in trust for the Trustee of Luminent Mortgage Trust
2006-7," established at a financial institution acceptable to the
Purchaser. Each Escrow Account shall be an Eligible Account
Exhibit One-1
(g) A new definition of "Master Servicer" is hereby added to Section 1
immediately following the definition of "Loan-to-Value Ratio or LTV" to read as
follows:
Master Servicer: Xxxxx Fargo Bank, N.A. and its successors and assigns
in its capacity as master servicer.
(h) A new definition of "Monthly Advance" is hereby added to Section 1
immediately following the definition of "MOM Loan" to read as follows
Monthly Advance: The portion of each Monthly Payment that is delinquent
with respect to each Mortgage Loan at the close of business on the
Determination Date required to be advanced by the Servicer pursuant to
Section 11.05 on the Business Day immediately preceding the Distribution
Date of the related month; provided, for the purpose of clarification, that
the Servicer shall not be required to make a Monthly Advance for any
payments of principal or interest with respect to a reduction in the value
of a Mortgage Note upon the order of a bankruptcy court of competent
jurisdiction.
(i) A new definition of "Mortgage Loan Distribution Rate" is hereby added
to Section 1 immediately following the definition of "Mortgage Loan" to read as
follows
"Mortgage Loan Distribution Rate": With respect to each Mortgage Loan, the
annual rate of interest remitted to the Servicer, which shall be equal to
the related Mortgage Interest Rate minus the Servicing Fee Rate.
(j) A new definition of "Nonrecoverable Advance" is hereby added to Section
1 immediately following the definition of "Mortgagor" to read as follows:
Nonrecoverable Advance: Any Monthly Advance or Servicing Advance
previously made or proposed to be made in respect of a Mortgage Loan or REO
Property that, in the good faith business judgment of the Servicer, will
not or, in the case of a proposed Monthly Advance or Servicing Advance,
would not ultimately be recoverable from collections on such Mortgage Loan,
Monthly Payments, Insurance Proceeds, Condemnation Proceeds or Liquidation
Proceeds or other amounts received with respect to such Mortgage Loan or
REO Property as provided herein.
(k) The definition of "Opinion of Counsel" in Section 1 is hereby deleted
in its entirety and replaced with the following:
Opinion of Counsel: A written opinion of counsel, who may be an
employee of the Servicer, that is reasonably acceptable to the Trustee and
the Master Servicer provided that any Opinion of Counsel relating to (a)
qualification of the Mortgage Loans in a REMIC or (b) compliance with the
REMIC Provisions, must be an opinion of counsel reasonably acceptable to
the Trustee, the Master Servicer and the Depositor who (i) is in fact
independent of the Servicer, (ii) does not have any material direct or
indirect financial interest in the Servicer or in any affiliate of any such
entity and (iii) is not connected with the Servicer as an officer,
employee, director or person performing similar functions.
Exhibit One-2
(l) There shall be added a definition of "Permitted Investments" to Section
1 following the definition of "Periodic Rate Cap" to read as follows:
Permitted Investments: Any one or more of the following obligations or
securities held in the name of the trustee for the benefit of the
certificateholders acquired at a purchase price of not greater than par,
regardless of whether issued or managed by the depositor, the trustee, the
master servicer, the securities administrator or any of their respective
affiliates or for which an affiliate serves as an advisor, will be
considered a permitted investment:
(i) direct obligations of, or obligations fully guaranteed as to
timely payment of principal and interest by, the United States or any
agency or instrumentality thereof, provided such obligations are backed by
the full faith and credit of the United States;
(ii) (A) demand and time deposits in, certificates of deposit of,
bankers' acceptances issued by or federal funds sold by any depository
institution or trust company (including the trustee, the securities
administrator or the master servicer or their agents acting in their
respective commercial capacities) incorporated under the laws of the United
States of America or any state thereof and subject to supervision and
examination by federal and/or state authorities, so long as, at the time of
such investment or contractual commitment providing for such investment,
such depository institution or trust company or its ultimate parent has a
short-term unsecured debt rating in one of the two highest available rating
categories of each rating agency rating the certificates and (B) any other
demand or time deposit or deposit account that is fully insured by the
FDIC;
(iii) repurchase obligations with respect to any security described in
clause (i) above and entered into with a depository institution or trust
company (acting as principal) rated A or higher by the rating agencies
rating the certificates;
(iv) securities bearing interest or sold at a discount that are issued
by any corporation incorporated under the laws of the United States of
America, the District of Columbia or any State thereof and that are rated
by each rating agency rating the certificates in its highest long-term
unsecured rating categories at the time of such investment or contractual
commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations) that is rated by each rating
agency rating the certificates in its highest short-term unsecured debt
rating available at the time of such investment;
(vi) units of money market funds (which may be 12b-l funds, as
contemplated by the Commission under the Investment Company Act of 1940)
registered under the Investment Company Act of 1940 including funds managed
or advised by the trustee, the master servicer, the securities
administrator or an affiliate thereof having the highest applicable rating
from each rating agency rating such funds; and
Exhibit One-3
(vii) if previously confirmed in writing to the trustee, any other
demand, money market or time deposit, or any other obligation, security or
investment, as may be acceptable to each rating agency rating the
certificates in writing as a permitted investment of funds backing
securities having ratings equivalent to its highest initial rating of the
senior certificates;
In each case (other than clause (a)), such Permitted Investment shall
have a final maturity (giving effect to any applicable grace period) no
later than the Business Day immediately preceding the Distribution Date
(or, if the Securities Administrator or an Affiliate is the obligor on such
Permitted Investment, the Distribution Date) next following the Due Date in
which the date of investment occurs; provided, that, Permitted Investments
may not include (i) any interest-only security, any security purchased at a
price in excess of 100% of the par value or any security that provides for
payment of both principal and interest with a yield to maturity in excess
of 120% of the yield to maturity at par, (ii) any floating rate security
whose interest rate is inversely or otherwise not proportionately related
to an interest rate index or is calculated as other than the sum of an
interest rate index plus a spread, (iii) securities subject to an offer,
(iv) any security with a rating from S&P which includes the subscript "p,"
"pi," "q," "r" or "t", or (v) any investment, the income from which is or
will be subject to deduction or withholding for or on account of any
withholding or similar tax.
(m) There shall be added a definition of "Rating Agency" in Section 1
following the definition of "Rate/Term Financing" to read as follows:
Rating Agency: Each of the rating agencies identified in the Pooling
Agreement, or any successor thereto.
(n) The last sentence of Subsection 7.02(xxxiii) ("Representations and
Warranties Regarding Individual Mortgage Loans") is hereby deleted in its
entirety and replaced with the following: "With the exception of the Serviced
Loans with an LTV =75% and =80% as provided under Subsection 11.08 to Exhibit 9
of this Agreement and as noted on Exhibit 2 to the Reconstitution Agreement, no
Mortgage Loan is subject to a lender paid primary mortgage insurance policy;"
(o) Subsection 7.03 ("Remedies for Breach of Representations and
Warranties") is hereby amended as follows:
(i) by amending the sixth paragraph to read as follows:
In addition to such repurchase or substitution obligation, the Seller
shall indemnify (from its own funds and not from the Custodial Account or
Escrow Account) Maia, the Depositor, the Trustee, the Trust Fund and the
Master Servicer and hold each of them against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments, and other costs and expenses resulting from any
claim, demand, defense or assertion based on or grounded upon, or resulting
from, a material breach of the representations and warranties of the Seller
contained in this Agreement; provided, however, that such indemnification
shall not include punitive, consequential, exemplary or special damages
Exhibit One-4
(other than punitive, consequential, exemplary and special damages required
to be paid by the indemnified party under this Agreement to any Person
(other than a party to this Agreement or any of its affiliates) arising out
of an action or proceeding by such Person, which damages shall be deemed to
be direct damages to the party required to pay such punitive,
consequential, exemplary or incidental damages). It is understood and
agreed that the obligations of the Seller set forth in this Subsection 7.03
to cure, substitute for or repurchase a defective Mortgage Loan and to
indemnify Maia, the Depositor, the Trustee, the Trust Fund and the Master
Servicer as provided in this Subsection 7.03 constitute the sole remedies
of Maia, the Depositor, the Trustee, the Trust Fund and the Master Servicer
respecting a breach of the foregoing representations and warranties.
(ii) by replacing each of the references to "the Purchaser" in the
seventh paragraph with "Maia, the Master Servicer, the Depositor or the
Trustee."
(iii) by removing the language "at the Purchaser's option," from the
second paragraph of Subsection 7.03.
(p) Subsection 7.04 ("Repurchase of Certain Mortgage Loans; Premium
Protection") is hereby amended as follows:
(i) The reference to "receipt of notice from the Purchaser of such
payment default" is hereby amended to read: "receipt of notice from the
Initial Purchaser of such payment default".
(q) Subsection 11.03 of Exhibit 9 to the Servicing Agreement ("Realization
Upon Defaulted Mortgage Loans") is hereby amended by deleting the text "In the
event that any payment due under any Mortgage Loan remains delinquent for a
period of 90 days or more" and replacing such text with "Subject to the
provisions of Exhibit 18, in the event that any payment due under any Mortgage
Loan remains delinquent for a period of 90 days or more".
(r) Subsection 11.04 of Exhibit 9 to the Servicing Agreement
("Establishment of Custodial Accounts; Deposits in Custodial Account") is hereby
amended as follows:
(i) by adding "titled GreenPoint Mortgage Funding, Inc., in trust for
Luminent Mortgage Trust 2006-7," immediately following the text "one or
more Custodial Accounts," in the first paragraph;
(ii) by adding a new subclause (x) to read:
"(x) with respect to each Principal Prepayment an amount (to be paid
by the Company out of its funds but not to exceed the Servicing Fee payable
in that month) which, when added to all amounts allocable to interest
received in connection with the Principal Prepayment, equals one month's
interest on the amount of principal so prepaid at the Mortgage Loan
Distribution Rate."
(iii) by deleting the final paragraph of the Subsection 11.04 and
replacing it to read as follows:
Exhibit One-5
Funds in the Custodial Account shall, if invested, be invested in
Permitted Investments; provided, however, that the Servicer shall be under
no obligation or duty to invest (or otherwise pay interest on) amounts held
in the Custodial Account. All Permitted Investments shall mature or be
subject to redemption or withdrawal no later than one Business Day prior to
the next succeeding Distribution Date (except that if such Permitted
Investment is an obligation of the Servicer, then such Permitted Investment
shall mature not later than such applicable Distribution Date). Any and all
investment earnings from any such Permitted Investment shall be for the
benefit of the Servicer and shall be subject to its withdrawal or order
from time to time, and shall not be part of the Trust Fund. The risk of
loss of moneys required to be remitted to the Master Servicer resulting
from such investments shall be borne by and be the risk of the Servicer.
The Servicer shall deposit the amount of any such loss in the Custodial
Account immediately as realized, but in no event later than the related
Distribution Date.
(s) Subsection 11.05 ("Permitted Withdrawals from the Custodial Account")
of Exhibit 9 to the Servicing Agreement is hereby amended:
(i) by adding a new paragraph (iii) as follows, and by renumbering the
subsequent paragraphs in Subsection 11.05 accordingly:
"(iii) to reimburse itself for unreimbursed Servicing Advances, the
Servicer's right to reimburse itself pursuant to this subclause (iii) with
respect to any Monthly Advance (other than Nonrecoverable Advances) being
limited to amounts received on the related Mortgage Loans which represent
late payments of principal and/or interest respecting which any such
advance was made, it being understood that, in the case of any such
reimbursement, the Servicer's right thereto shall be prior to the rights of
the Purchaser, except that, where the Seller is required to repurchase a
Mortgage Loan pursuant to Subsection 7.03 or Subsection 7.04, the
Servicer's right to such reimbursement shall be subsequent to the payment
to the Purchaser of the Repurchase Price pursuant to Subsection 7.03 or
Subsection 7.04 and all other amounts required to be paid to the Purchaser
with respect to such Mortgage Loans;"
(ii) By revising part (a) in the new subclause (iv) to read "any
interest earned on funds in the Custodial Account (all such interest, net
of compensating interest to be withdrawn monthly not later than each
Distribution Date), and "
(t) Subsection 11.06 ("Establishment of Escrow Accounts; Deposits in Escrow
Accounts") of Exhibit 9 to the Servicing Agreement is hereby amended as follows:
(i) by inserting the text "titled GreenPoint Mortgage Funding, Inc.,
in trust for the Trustee of Luminent Mortgage Trust 2006-7," immediately
following the text "one or more Escrow Accounts," in the first paragraph;
(ii) by adding the following sentence after the last sentence of the
second paragraph as follows:
The Servicer will be obligated to make Servicing Advances to the
Escrow Account in respect of its obligations under this Subsection 11.06,
reimbursable from the Escrow Accounts or Custodial Account to the extent
Exhibit One-6
not collected from the related Mortgagor, anything to the contrary
notwithstanding, when and as necessary to pursuant to Subsection 11.08
hereof; provided, however, that Servicing Advances shall not be required to
be made by the Servicer if such Servicing Advance would, if made, be, in
the Servicer's reasonable judgment, nonrecoverable.
(u) A new paragraph is inserted immediately following the third paragraph
of Subsection 11.08 to Exhibit 9 of the Servicing Agreement ("Payment of Taxes,
Insurance and Other Charges; Maintenance of Primary Insurance Policies;
Collections Thereunder") as follows:
Serviced Loans with an LTV =75% and =80% as noted on Exhibit Two of
the Reconstitution Agreement will be covered by a master lender-paid
private mortgage insurance policy issued by Triad Guaranty Insurance
Corporation ("Triad"). The Servicer shall not take any action that would
result in non-coverage under such policy which, but for the actions of the
Servicer, would have been covered thereunder. In connection with its
activities as servicer, the Servicer agrees to prepare and present, on
behalf of itself and the Trust Fund, claims to Triad under such policy in a
timely fashion in accordance with the terms of such policy and, in this
regard, to take such action as shall be necessary to permit recovery under
such policy respecting a defaulted serviced loan. Any amounts collected by
the Servicer under such policy shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Subsection 11.05 to this Exhibit 9 (as if
such funds related to a Primary Insurance Policy).
(v) The text "unless the Seller provides to the trustee under such REMIC"
in the seventh sentence of the second paragraph of Subsection 11.13 to Exhibit 9
of the Servicing Agreement ("Title, Management and Disposition of REO Property")
is hereby amended to read "unless the Seller provides to the Master Servicer and
the trustee under such REMIC".
(w) The first paragraph of Subsection 11.14 to Exhibit 9 of the Servicing
Agreement ("Distributions") is hereby deleted and replaced with the following:
On each Distribution Date the Servicer shall remit by wire transfer of
immediately available funds to the Master Servicer (a) all amounts
deposited in the Custodial Account as of the close of business on the
preceding Determination Date (net of charges against or withdrawals from
the Custodial Account pursuant to Section 11.05), plus (b) all amounts, if
any, which the Company is obligated to distribute pursuant to Section
11.33, minus (c) any amounts attributable to Principal Prepayments received
after the applicable Due Period which amounts shall be remitted on the
following Distribution Date, together with any additional interest required
to be deposited in the Custodial Account in connection with such Principal
Prepayment in accordance with Section 11.04(x); minus (d) any amounts
attributable to Monthly Payments collected but due on a Due Date or Due
Dates subsequent to the first day of the month of the Distribution Date
which amounts shall be remitted on the Distribution Date next succeeding
the Due Period for such amounts.
(x) The text preceding "on which such payment was due" in the first
sentence of the third paragraph of Subsection 11.14 to Exhibit 9 of the
Servicing Agreement ("Distributions") is hereby deleted and replaced with the
following:
Exhibit One-7
"With respect to any remittance received by the Purchaser after the day"
(y) The text "second Business Day" is deleted and replaced with "Due Date"
in Subsection 11.14 to Exhibit 9 of the Servicing Agreement ("Distributions").
(z) The first sentence of Subsection 11.15 to Exhibit 9 of the Servicing
Agreement ("Remittance Reports") is hereby amended to read as follows:
No later than the fifth Business Day of each month, the Servicer shall
furnish to the Master Servicer or its designee an electronic file
containing, and a hard copy of, the (i) loan level accounting data, (ii)
defaulted loan data, and (iii) realized loss and gain data (collectively,
the "Remittance Report") for the preceding month in the format attached to
this Agreement as Sections 1, 2 and 3 of Exhibit 19.
(aa) Subsection 11.16 to Exhibit 9 of the Servicing Agreement ("Statements
to the Purchaser") is hereby amended to read as follows:
(i) The text ", and such statement shall also include the following"
is deleted from the first paragraph and replaced with ".".
(ii) Paragraphs (i) through (xvii) are deleted in their entirety.
(bb) Subsection 11.18 to Exhibit 9 of the Servicing Agreement ("Liquidation
Reports") is hereby amended by inserting the following text after "Mortgaged
Property": ", in the format of the "Calculation of Realized Loss/Gain Form 332"
report attached to this Agreement as Section 3 of Exhibit 19."
(cc) Subsection 11.23 to Exhibit 9 of the Servicing Agreement ("Annual
Statement as to Compliance; Annual Certification") is hereby amended to read as
follows:
(i) by adding the text "and the Master Servicer" after the word
"Purchaser", in paragraph (a).
(ii) by adding the text "or Subcontractor (if participating in the
servicing function)" following the word "Subservicer" in paragraph (b).
(iii) by deleting the text "Such Officer's Certificate shall not be
provided to any other Person unless the Purchaser first notifies the
Servicer of its intention to do so." in paragraph (b).
(iv) by deleting paragraph (c) in its entirety.
(dd) Subsection 11.24 to Exhibit 9 of the Servicing Agreement ("Annual
Independent Certified Public Accountants' Servicing Report") is hereby deleted
in its entirety.
(ee) Subsection 11.26 to Exhibit 9 of the Servicing Agreement ("Prepayment
Charges") is hereby deleted in its entirety.
Exhibit One-8
(ff) Subsection 11.29 to Exhibit 9 of the Servicing Agreement ("Assessment
of Compliance with Servicing Criteria") is hereby amended as follows:
(i) by adding the text "and the Master Servicer" after the word
"Purchaser".
(ii) by deleting the text following the word "Purchaser" in the final
paragraph and adding the following:
", any Master Servicer, and any Depositor any Assessment of Compliance,
Attestation Report, Annual Statement of Compliance, Annual Certification,
and any other certifications required to be delivered by such Subservicer
and such Subcontractor under this Subsection of the Servicing Agreement, in
each case as and when required to be delivered."
(gg) Subsection 11.30 of Exhibit 9 to the Servicing Agreement ("Use of
Subservicers and Subcontractors") is hereby amended as follows:
(i) by amending paragraph (b) by replacing the reference to "Section
11.23" with "Subsection 11.23" and by replacing the references to "Section
11.24" with "Subsection 11.29".
(ii) by amending paragraph (c) by inserting the text "(and in any
event within five days after any such request)" immediately following
"promptly upon request" in the first sentence and by inserting the text ",
any Master Servicer" immediately following the word "Purchaser" in the
paragraph.
(iii) by amending paragraph (d) as follows:
(A) by adding the text ", the Master Servicer" after the word
"Purchaser", in the first sentence.
(B) by deleting the text following the word Purchaser in the last
sentence and adding the following:
", any Master Servicer, and any Depositor any Assessment of Compliance,
Attestation Report, Annual Statement of Compliance, Annual Certification,
and any other certifications required to be delivered by such Subcontractor
under Subsections 11.23 and 11.29, in each case as and when required to be
delivered."
(hh) Subsection 11.31 of Exhibit 9 to the Servicing Agreement ("Intent of
the Parties: Reasonableness") is hereby amended by inserting "(if any such
request is expressly required)" following the word "request" in the fourth
sentence.
(ii) A new Subsection 11.33 is hereby added as follows:
Subsection 11.33 Monthly Advances by Servicer.
Exhibit One-9
No later than the Distribution Date, the Servicer shall deposit in the
Custodial Account from its own funds or from amounts held for future
distribution an amount equal to all Monthly Payments (with interest
adjusted to the Mortgage Loan Distribution Rate) which were due on the
Mortgage Loans during the applicable Due Period and which were delinquent
at the close of business on the related Determination Date or which were
deferred pursuant to Section 11.01. Any amounts held for future
distribution and so used shall be replaced by the Servicer by deposit in
the Custodial Account on or before any future Distribution Date if funds in
the Custodial Account on such Distribution Date shall be less than payments
to the Master Servicer required to be made on such Distribution Date. The
Servicer's obligation to make such Monthly Advances as to any Mortgage Loan
will continue through the last Monthly Payment due prior to the payment in
full of the Mortgage Loan, or through the earlier of: (i) the last
Distribution Date prior to the Distribution Date for the distribution of
all Liquidation Proceeds and other payments or recoveries (including
Insurance Proceeds and Condemnation Proceeds) with respect to the Mortgage
Loan; and (ii) the Distribution Date prior to the date the Mortgage Loan is
converted to REO Property, provided however, that if requested by a Rating
Agency in connection with a securitization, the Servicer shall be obligated
to make such advances through the Distribution Date prior to the date on
which cash is received in connection with the liquidation of REO Property
to the extent provided for in the related Reconstitution Agreement;
provided, however, that any such obligation under this Section 11.33 shall
cease if the Servicer determines, in its sole reasonable opinion, that
advances with respect to such Mortgage Loan are Nonrecoverable Advances, as
evidenced by an Officer's Certificate delivered to the Master Servicer by
the Servicer.
(jj) Subsections 12(A)(10)(c)(12) through (14) ("Removal of Mortgage Loans
from Inclusion under This Agreement Upon a Whole Loan Transfer or a Pass-Through
Transfer on One or More Reconstitution Dates") are hereby amended by deleting
the text of each and replacing such text with "[Reserved]".
(kk) Subsection 12(A) (`Whole Loan Transfers or Pass-Through Transfers") is
hereby amended by deleting the three paragraphs in such section immediately
preceding Section 12(B) ("Indemnification with Respect to Regulation AB") and
replacing the paragraphs with the following:
"(d) For the purpose of satisfying the reporting obligation under the
Exchange Act with respect to any class of asset-backed securities, the
Servicer shall (or shall cause each Subservicer and Third-Party Originator
to) (i) provide prompt notice to the Purchaser, any Master Servicer and any
Depositor in writing of (A) any material litigation or governmental
proceedings involving the Servicer, any Subservicer or any Third-Party
Originator, (B) any affiliations or relationships that develop following
the closing date of a Securitization Transaction between the Servicer, any
Subservicer or any Third-Party Originator and any of the parties specified
in clause (D) of paragraph (a) of this Section (and any other parties
identified in writing by the requesting party) with respect to such
Securitization Transaction, (C) any Event of Default under the terms of
this Agreement or any Reconstitution Agreement, (D) any merger,
consolidation or sale of substantially all of the assets of the Servicer,
and (E) the Servicer's entry into an agreement with a Subservicer to
Exhibit One-10
perform or assist in the performance of any of the Servicer's obligations
under this Agreement or any Reconstitution Agreement and (ii) provide to
the Purchaser and any Depositor a description of such proceedings,
affiliations or relationships.
(e) As a condition to the succession to the Servicer or any Subservicer as
servicer or subservicer under this Agreement or any Reconstitution
Agreement by any Person (i) into which the Servicer or such Subservicer may
be merged or consolidated, or (ii) which may be appointed as a successor to
the Servicer or any Subservicer, the Servicer 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 and in form and substance reasonably
satisfactory to the Purchaser and such Depositor, 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.
(f) In addition to such information as the Servicer, 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
Servicer or any Subservicer, the Servicer or such Subservicer, as
applicable, shall, to the extent the Servicer 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):
(i) any material modifications, extensions or waivers of pool asset
terms, fees, penalties or payments during the distribution period or
that have cumulatively become material over time (Item 1121(a)(11) of
Regulation AB);
(ii) material breaches of pool asset representations or
warranties or transaction covenants (Item 1121(a)(12) of Regulation
AB); and
(iii) information regarding new asset-backed securities issuances
backed by the same pool assets, any pool asset 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).
(g) The Servicer shall provide to the Purchaser, any Master Servicer and
any Depositor, evidence of the authorization of the person signing any
certification or statement, copies or other evidence of Fidelity Bond
Insurance and Errors and Omission Insurance policy, financial information
and reports, and such other information related to the Servicer or any
Exhibit One-11
Subservicer or the Servicer or such Subservicer's performance hereunder as
may be reasonably requested by the Purchaser, any Master Servicer or any
Depositor."
(ll) Subsection 12(B) ("Indemnification with Respect to Regulation AB") is
hereby amended as follows:
(i) by replacing each reference to "each Person" to read "each Person
(including the Master Servicer)".
(ii) by amending subsection (a)(ii) by adding the words "breach by the
Servicer of its obligations under this Section 12 or Sections 11.23 or
11.29, including particularly any" after the word "any" at the beginning of
subsection (a)(ii) and by adding the words "or Section 11.23 or 11.29;
(iii) by amending subsection (b)(ii) by adding the text "or Sections
11.23 or 11.29" following the text "under this Section 12".
(iv) by adding the following language after subsection (iii):
"(iv) the negligence, bad faith or willful misconduct of the
Servicer in connection with its performance under this Section 12
or under Subsections 11.23, 11.29 or 11.30 of Exhibit 9 to this
Agreement."
If the indemnification provided for herein is unavailable or
insufficient to hold harmless an Indemnified Party, then the
Servicer 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 Servicer
on the other."
(v) by adding as the final paragraph of subsection (B):
"This indemnification shall survive the termination of this
Agreement or the termination of any party to this Agreement."
(vi) By replacing "Purchaser" with "initial Purchaser" in the first
sentence of the last paragraph of Section 12.
(mm) Subsection 13.01 ("Additional Indemnification by the Seller and the
Servicer") is hereby amended as follows:
(i) by replacing each of the references to the "Initial Purchaser"
with "Maia, the Trust Fund, the Master Servicer, the Trustee and the
Depositor."
(ii) A new first paragraph is hereby added to read:
Exhibit One-12
"The Servicer shall indemnify each Master Servicer and hold it harmless
against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments, and any
other costs, fees and expenses that any Master Servicer may sustain in any
way related to the failure of the Servicer to perform its duties and
service the Mortgage Loans in strict compliance with the terms of this
Agreement; provided, however, that such indemnification shall not include
punitive, consequential, exemplary or special damages (other than punitive,
consequential, exemplary and special damages required to be paid by the
indemnified party under this Agreement to any Person (other than a party to
this Agreement or any of its affiliates) arising out of an action or
proceeding by such Person, which damages shall be deemed to be direct
damages to the party required to pay such punitive, consequential,
exemplary or incidental damages). The Servicer immediately shall notify the
Master Servicer if a claim is made by a third party with respect to this
Agreement or the Mortgage Loans, assume (with the prior written consent of
the Master Servicer) the defense of any such claim and pay all expenses in
connection therewith, including, but not limited to, counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or any Master Servicer in respect of such claim. The
Servicer shall follow any written instructions received from the Master
Servicer in connection with such claim."
(nn) Subsection 13.04 ("Servicer Not to Resign") is hereby amended as by
replacing the references to " the Purchaser" with "the Master Servicer".
(oo) A new Subsection 13.06 ("Third Party Beneficiary") is hereby added to
read:
"Subsection 13.06. Third Party Beneficiary. For purposes of this
Agreement and any related provisions thereto, each Master Servicer shall be
considered a third-party beneficiary of this Agreement, entitled to all the
rights and benefits hereof as if it were a direct party to this Agreement."
(pp) Subsection 14.01 ("Events of Default") is hereby amended by:
(i) replacing each reference to "the Purchaser" with "the Master
Servicer".
(ii) by amending paragraph (ix) to read as follows:
"(ix) the Servicer fails to duly perform, within the time period
specified thereunder, its obligations under Sections 11.23, 11.24,
11.29 or 11.30 of the Servicing Addendum."
(qq) Subsection 14.02 ("Waiver of Defaults") is hereby amended by replacing
the reference to "the Purchaser" with "the Master Servicer" and by replacing the
reference to "the Seller" with "the Servicer".
(rr) Section 15 ("Termination") is hereby deleted and replaced with the
following:
The respective obligations and responsibilities of the Servicer shall
terminate upon: (i) the latter of the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan or the
disposition of all REO Property and the remittance of all funds due
Exhibit One-13
hereunder; (ii) in accordance with Subsection 10.01; or (iii) in accordance
with Subsection 14.01. Upon written request from the Depositor or the
Master Servicer in connection with any such termination or any resignation,
the Servicer shall, at its expense, prepare, execute and deliver to the
successor entity designated by the Master Servicer any and all documents
and other instruments, place in such successor's possession all Mortgage
Files, and do or cause to be done all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, including
but not limited to the transfer and endorsement or assignment of the
Mortgage Loans and related documents, at the Servicer's sole expense, as
provided in Subsection 5.08 ("Master Servicer to Act as Servicer;
Appointment of Successor") of the Pooling Agreement."
(ss) Section 16 ("Successor to the Servicer") is hereby amended as follows:
(i) by deleting the first sentence in its entirety and replacing it
with the following:
Upon the termination of Servicer's responsibilities and duties under
this Agreement pursuant to Section 14 or 15, the Master Servicer shall, in
accordance with the Pooling Agreement, (i) succeed to and assume all of the
Servicer's responsibilities, rights, duties and obligations under this
Agreement, or (ii) appoint a successor which shall succeed to all rights
and assume all of the responsibilities, duties and liabilities of the
Servicer as servicer under this Agreement.
(ii) by adding the following sentence immediately after the first
sentence of the first paragraph to read as follows:
Any successor to the Servicer shall be a FHLMC- or FNMA-approved
servicer and shall be subject to the approval of each Rating Agency, as
evidenced by a letter from each such Rating Agency delivered to the Trustee
and the Master Servicer that the transfer of servicing will not result in a
qualification, withdrawal or downgrade of the then-current rating of any of
the Certificates.
(iii) by replacing the references to the "Purchaser" in the second
paragraph with "the Master Servicer and the Trustee"; and
(iv) by adding a fourth paragraph as follows:
Except as otherwise provided in this Section 15, all reasonable costs
and expenses incurred in connection with any transfer of servicing
hereunder (as a result of the termination or resignation of the Seller as
Servicer), including, without limitation, the costs and expenses of the
Master Servicer or any other Person in appointing a successor servicer, or
of the Master Servicer in assuming the responsibilities of the Servicer
hereunder, or transferring the Servicing Files and the other necessary
data, including the completion, correction or manipulation of such
servicing data as may be required to correct any errors or insufficiencies
in the servicing data, to the successor servicer shall be paid by the
terminated or resigning Servicer from its own funds without reimbursement.
Exhibit One-14
(tt) Section 23 ("Intention of the Parties") is hereby amended by deleting
the text "Subsections 11.29, 11.30 and 12(6)-(16)" in the second paragraph and
replacing the such text with "Subsections 11.23, 11.29 and 11.30 of Exhibit 9
and Subsection 12A(6)-(16) of this Agreement" and by inserting the text "(where
any such request is expressly required) preceding the text "other than in good
faith".
(uu) Section 31 ("Third Party Beneficiary") is hereby deleted in its
entirety and replaced as follows:
Notwithstanding any provision herein to the contrary, the parties to
this Agreement agree that it is appropriate, in furtherance of the intent
of such parties as set forth herein, that the Trustee, the Master Servicer
and the Depositor each receive the benefit of the provisions of this
Agreement as an intended third party beneficiary of this Agreement to the
extent of such provisions. The Servicer shall have the same obligations to
the Trustee, the Master Servicer and the Depositor as if the Trustee, the
Master Servicer and the Depositor were each a party to this Agreement, and
the Trustee, Master Servicer and the Depositor each shall have the same
rights and remedies to enforce the provisions of this Agreement as if each
were a party to this Agreement. The Servicer shall only take directions
from the Master Servicer (if direction by the Master Servicer is required
under this Agreement) unless otherwise directed by this Agreement.
Notwithstanding the foregoing, all rights and obligations of the Trustee,
the Master Servicer and the Depositor hereunder (other than the right to
indemnification and the indemnification obligations, as applicable) shall
terminate upon termination of the Trust Fund pursuant to the Pooling
Agreement.
(vv) A new Section 32 hereby added to read as follows:
SECTION 32. Amendment. ---------
This Agreement may be amended only by written agreement signed by the
Servicer, the Depositor, the Master Servicer and the Trustee. The party
requesting such amendment shall, at its own expense, provide the Depositor,
the Master Servicer and the Trustee with an Opinion of Counsel that (i)
such amendment is permitted under the terms of this Agreement, (ii)
Servicer has complied with all applicable requirements of this Agreement,
and (iii) such Amendment will not materially adversely affect the interest
of the Certificateholders in the Serviced Loans.
(ww) Section 32 ("Entire Agreement") is renumbered as Section 33.
(xx) Exhibit Four attached hereto is hereby added to the Servicing
Agreement as Exhibit 19.
(yy) Exhibit 17 ("Servicing Criteria to be Addresses in Assessment of
Compliance") is hereby amended by:
(i) replacing "[the Company] [Name of Subservicer]" in the
introductory paragraph with "the Servicer".
Exhibit One-15
(ii) deleting "X" under the Applicable Servicing Criteria column in
the box corresponding to row 1122(d)(1)(iii).
(iii) inserting an "X" under the Applicable Servicing Criteria column
in the box corresponding to row 1122(d)(4)(xv).
(iv) deleting the signature block found at the end of the exhibit.
(zz) Exhibit 18 ("Foreclosure Rights") is hereby deleted in its entirety
and replaced with Exhibit Five hereto.
Exhibit One-16
EXHIBIT TWO
List of Serviced Loans
----------------------
(To be retained in a separate closing binder entitled "Luminent 2006-7 Mortgage
Loan Schedule" at the Washington DC office of Hunton & Xxxxxxxx LLP)
Exhibit Two-1
EXHIBIT THREE
Servicing Agreement
-------------------
(As retained on file with the Washington DC office of Hunton & Xxxxxxxx LLP)
Exhibit Three-1
EXHIBIT FOUR
Form of Periodic Reports
------------------------
Exhibit 19
----------
Section 1
Standard File Layout - Master Servicing
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
Column Name Description Decimal Format Comment Max Size
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a group of loans. Text up to 10 digits 20
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
LOAN_NBR A unique identifier assigned to each loan by the investor. Text up to 10 digits 10
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This may Text up to 10 digits 10
be different than the LOAN_NBR.
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
BORROWER_NAME The borrower name as received in the file. It is not separated Maximum length of 30 30
by first and last name. (Last, First)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
SCHED_PAY_AMT Scheduled monthly principal and scheduled interest payment that 2 No commas(,) or dollar signs 11
a borrower is expected to pay, P&I constant. ($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
NOTE_INT_RATE The loan interest rate as reported by the Servicer. 4 Max length of 6 6
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
NET_INT_RATE The loan gross interest rate less the service fee rate as 4 Max length of 6 6
reported by the Servicer.
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
SERV_FEE_RATE The servicer's fee rate for a loan as reported by the Servicer. 4 Max length of 6 6
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
SERV_FEE_AMT The servicer's fee amount for a loan as reported by the 2 No commas(,) or dollar signs 11
Servicer. ($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
NEW_PAY_AMT The new loan payment amount as reported by the Servicer. 2 No commas(,) or dollar signs 11
($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
ARM_INDEX_RATE The index the Servicer is using to calculate a forecasted 4 Max length of 6 6
rate.
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the beginning of 2 No commas(,) or dollar signs 11
the processing cycle. ($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
ACTL_END_PRIN_BAL The borrower's actual principal balance at the end of the 2 No commas(,) or dollar signs 11
processing cycle. ($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that the borrower's MM/DD/YYYY 10
next payment is due to the Servicer, as reported by Servicer.
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
SERV_CURT_DATE_1 The curtailment date associated with the first curtailment MM/DD/YYYY 10
amount.
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
CURT_ADJ_AMT_1 The curtailment interest on the first curtailment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
Exhibit Four-1
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
Column Name Description Decimal Format Comment Max Size
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
SERV_CURT_DATE_2 The curtailment date associated with the second curtailment MM/DD/YYYY 10
amount.
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
CURT_ADJ_AMT_2 The curtailment interest on the second curtailment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
SERV_CURT_DATE_3 The curtailment date associated with the third curtailment MM/DD/YYYY 10
amount.
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
CURT_ADJ_AMT_3 The curtailment interest on the third curtailment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
PIF_AMT The loan "paid in full" amount as reported by the Servicer. 2 No commas(,) or dollar signs 11
($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
PIF_DATE The paid in full date as reported by the Servicer. MM/DD/YYYY 10
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
ACTION_CODE The standard FNMA numeric code used to indicate the Action Code Key; 2
default/delinquent status of a particular loan. 15=Bankruptcy,
30=Foreclosure, 60=PIF,
63=Substitution,
65=Repurchase, 70=REO
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
INT_ADJ_AMT The amount of the interest adjustment as reported by the 2 No commas(,) or dollar signs 11
Servicer. ($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if applicable. 2 No commas(,) or dollar signs 11
($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or dollar signs 11
($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, if applicable. 2 No commas(,) or dollar signs 11
($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due at the beginning 2 No commas(,) or dollar signs 11
of the cycle date to be passed through to investors. ($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
SCHED_END_PRIN_BAL The scheduled principal balance due to investors at the end of 2 No commas(,) or dollar signs 11
a processing cycle. ($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
SCHED_PRIN_AMT The scheduled principal amount as reported by the Servicer for 2 No commas(,) or dollar signs 11
the current cycle -- only applicable for Scheduled/Scheduled ($)
Loans.
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
SCHED_NET_INT The scheduled gross interest amount less the service fee amount 2 No commas(,) or dollar signs 11
for the current cycle as reported by the Servicer -- only ($)
applicable for Scheduled/Scheduled Loans.
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
ACTL_PRIN_AMT The actual principal amount collected by the Servicer for the 2 No commas(,) or dollar signs 11
current reporting cycle -- only applicable for Actual/Actual ($)
Loans.
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
ACTL_NET_INT The actual gross interest amount less the service fee amount 2 No commas(,) or dollar signs 11
for the current reporting cycle as reported by the Servicer -- ($)
only applicable for Actual/Actual Loans.
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
PREPAY_PENALTY_AMT The penalty amount received when a borrower prepays on his loan 2 No commas(,) or dollar signs 11
as reported by the Servicer. ($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
PREPAY_PENALTY_WAIVED The prepayment penalty amount for the loan waived by the 2 No commas(,) or dollar signs 11
servicer. ($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
MOD_DATE The Effective Payment Date of the Modification for the loan. MM/DD/YYYY 10
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest advances made by 2 No commas(,) or dollar signs 11
Servicer. ($)
---------------------- --------------------------------------------------------------- ------- ---------------------------- --------
Exhibit Four-2
Exhibit 19
---------
Section 2
Standard File Layout - Delinquency Reporting
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
Column/Header Name Description Decimal Format Comment
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This may be
different than the LOAN_NBR
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
LOAN_NBR A unique identifier assigned to each loan by the originator.
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
CLIENT_NBR Servicer Client Number
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an external servicer to
identify a group of loans in their system.
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
BORROWER_FIRST_NAME First Name of the Borrower.
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
BORROWER_LAST-NAME Last name of the borrower.
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
PROP_ADDRESS Street Name and Number of Property
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
PROP_STATE The state where the property located.
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
PROP_ZIP Zip code where the property is located.
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due to the servicer MM/DD/YYYY
at the end of processing cycle, as reported by Servicer.
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the bankruptcy filing.
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been approved by MM/DD/YYYY
the courts
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either by MM/DD/YYYY
Dismissal, Discharged and/or a Motion For Relief Was Granted.
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The Servicer MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan Such As;
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To End/Close MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer with MM/DD/YYYY
instructions to begin foreclosure proceedings.
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue Foreclosure MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a Foreclosure Action MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected to occur. MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
Exhibit Four-3
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
Column/Header Name Description Decimal Format Comment
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure sale. 2 No commas(,) or dollar signs($)
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
EVICTION_START_DATE The date the servicer initiates eviction of the borrower. MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the property from MM/DD/YYYY
the borrower.
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,) or dollar signs($)
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
LIST_DATE The date an REO property is listed at a particular price. MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,) or dollar signs($)
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by the Servicer. MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled to close. MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
OCCUPANT_CODE Classification of how the property is occupied.
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
PROP_CONDITION_CODE A code that indicates the condition of the property.
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
CURR_PROP_VAL The current "as is" value of the property based on brokers price 2
opinion or appraisal.
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs are completed 2
pursuant to a broker's price opinion or appraisal.
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
If applicable:
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop paying on a
loan. Code indicates the reason why the loan is in default for
this cycle.
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With Mortgage MM/DD/YYYY
Insurance Company.
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,) or dollar signs($)
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim Payment MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,) or dollar signs($)
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,) or dollar signs($)
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By The Pool MM/DD/YYYY
Insurer
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,) or dollar signs($)
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,) or dollar signs($)
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,) or dollar signs($)
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
Exhibit Four-4
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
Column/Header Name Description Decimal Format Comment
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,) or dollar signs($)
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,) or dollar signs($)
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
VA_CLAIM_FILED-DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,) or dollar signs($)
--------------------------- ---------------------------------------------------------------- ------- -------------------------------
Exhibit Four-5
Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as
follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those
above, provided that they are consistent with industry standards. If Loss
Mitigation Types other than those above are used, the Servicer must supply Xxxxx
Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.
The Occupant Code field should show the current status of the property code as
follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the
property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
Exhibit Four-6
Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as
follows:
---------------------------------------------------------------------------
Delinquency Code Delinquency Description
---------------------------------------------------------------------------
001 FNMA-Death of principal mortgagor
---------------------------------------------------------------------------
002 FNMA-Illness of principal mortgagor
---------------------------------------------------------------------------
003 FNMA-Illness of mortgagor's family member
---------------------------------------------------------------------------
004 FNMA-Death of mortgagor's family member
---------------------------------------------------------------------------
005 FNMA-Marital difficulties
---------------------------------------------------------------------------
006 FNMA-Curtailment of income
---------------------------------------------------------------------------
007 FNMA-Excessive Obligation
---------------------------------------------------------------------------
008 FNMA-Abandonment of property
---------------------------------------------------------------------------
009 FNMA-Distant employee transfer
---------------------------------------------------------------------------
011 FNMA-Property problem
---------------------------------------------------------------------------
012 FNMA-Inability to sell property
---------------------------------------------------------------------------
013 FNMA-Inability to rent property
---------------------------------------------------------------------------
014 FNMA-Military Service
---------------------------------------------------------------------------
015 FNMA-Other
---------------------------------------------------------------------------
016 FNMA-Unemployment
---------------------------------------------------------------------------
017 FNMA-Business failure
---------------------------------------------------------------------------
019 FNMA-Casualty loss
---------------------------------------------------------------------------
022 FNMA-Energy environment costs
---------------------------------------------------------------------------
023 FNMA-Servicing problems
---------------------------------------------------------------------------
026 FNMA-Payment adjustment
---------------------------------------------------------------------------
027 FNMA-Payment dispute
---------------------------------------------------------------------------
029 FNMA- Transfer of ownership pending
---------------------------------------------------------------------------
030 FNMA-Fraud
---------------------------------------------------------------------------
031 FNMA-Unable to contact borrower
---------------------------------------------------------------------------
INC FNMA-Incarceration
---------------------------------------------------------------------------
Exhibit Four-7
Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as
follows:
-------------------------------------------------------------------------
Status Code Status Description
-------------------------------------------------------------------------
09 Forbearance
-------------------------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
-------------------------------------------------------------------------
24 Government Seizure
-------------------------------------------------------------------------
26 Refinance
-------------------------------------------------------------------------
27 Assumption
-------------------------------------------------------------------------
28 Modification
-------------------------------------------------------------------------
29 Charge-Off
-------------------------------------------------------------------------
30 Third Party Sale
-------------------------------------------------------------------------
31 Probate
-------------------------------------------------------------------------
32 Military Indulgence
-------------------------------------------------------------------------
43 Foreclosure Started
-------------------------------------------------------------------------
44 Deed-in-Lieu Started
-------------------------------------------------------------------------
49 Assignment Completed
-------------------------------------------------------------------------
61 Second Lien Considerations
-------------------------------------------------------------------------
62 Veteran's Affairs-No Bid
-------------------------------------------------------------------------
63 Veteran's Affairs-Refund
-------------------------------------------------------------------------
64 Veteran's Affairs-Buydown
-------------------------------------------------------------------------
65 Chapter 7 Bankruptcy
-------------------------------------------------------------------------
66 Chapter 11 Bankruptcy
-------------------------------------------------------------------------
67 Chapter 13 Bankruptcy
-------------------------------------------------------------------------
Exhibit Four-8
Exhibit 19
---------
Section 3
Calculation of Realized Loss/Gain Form 332
Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all
credits as separate line items. Claim packages are due on the remittance report
date. Late submissions may result in claims not being passed until the following
month. The Servicer is responsible to remit all funds pending loss approval
and/or resolution of any disputed items.
(i) The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
------------------------------------
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is
required.
2. The Total Interest Due less the aggregate amount of servicing fee that
would have been earned if all delinquent payments had been made as
agreed. For documentation, an Amortization Schedule from date of default
through liquidation breaking out the net interest and servicing fees
advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the
Mortgage Loan as calculated on a monthly basis. For documentation, an
Amortization Schedule from date of default through liquidation breaking
out the net interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
o For taxes and insurance advances - see page 2 of 332 form - breakdown
required showing period of coverage, base tax, interest, penalty. Advances
prior to default require evidence of servicer efforts to recover advances.
o For escrow advances - complete payment history (to calculate advances from
last positive escrow balance forward)
o Other expenses - copies of corporate advance history showing all payments
o REO repairs> $1500 require explanation
o REO repairs >$3000 require evidence of at least 2 bids.
o Short Sale or Charge Off require P&L supporting the decision and WFB's
approved Officer Certificate
Exhibit Four-9
o Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
(ii) Credits:
-------
14-21. Complete as applicable. Required documentation:
o Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions
and Escrow Agent / Attorney
o Letter of Proceeds Breakdown.
o Copy of EOB for any MI or gov't guarantee
o All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and
line (18b) for Part B/Supplemental proceeds.
Total Realized Loss (or Amount of Any Gain)
-------------------------------------------
23. The total derived from subtracting line 22 from 13. If the amount
represents a realized show the amount in parenthesis ( ).
Exhibit Four-10
Calculation of Realized Loss/Gain Form 332
Prepared by: Date:
-------------------------- ------------------
Phone: Email Address:
--------------------------- -----------------
[Servicer Loan No. ] [Servicer Name ] [Servicer Address ]
[ ] [ ] [ ]
[ ] [ ] [ ]
-------------------- ---------------- --------------------
XXXXX FARGO BANK, N.A. Loan No.
---------------------------------------
Borrower's Name:
-------------------------------------------------------
Property Address:
------------------------------------------------------
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cram down amount
----------------------
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ (1)
--------------
(2) Interest accrued at Net Rate (2)
--------------
(3) Accrued Servicing Fees (3)
--------------
(4) Attorney's Fees (4)
--------------
(5) Taxes (see page 2) (5)
--------------
(6) Property Maintenance (6)
--------------
(7) MI/Hazard Insurance Premiums (see page 2) (7)
--------------
(8) Utility Expenses (8)
--------------
(9) Appraisal/BPO (9)
--------------
(10) Property Inspections (10)
--------------
(11) FC Costs/Other Legal Expenses (11)
--------------
(12) Other (itemize) (12)
--------------
Cash for Keys (12)
--------------
HOA/Condo Fees (12)
--------------
--------------------------- (12)
--------------
Total Expenses $ (13)
--------------
Credits:
(14) Escrow Balance $ (14)
--------------
(15) HIP Refund (15)
--------------
(16) Rental Receipts (16)
--------------
(17) Hazard Loss Proceeds (17)
--------------
Exhibit Four-11
(18) Primary Mortgage Insurance/Gov't Insurance HUD Part A (18a)
-------------
HUD Part B (18b)
-------------
(19) Pool Insurance Proceeds (19)
--------------
(20) Proceeds from Sale of Acquired Property (20)
--------------
(21) Other (itemize) (21)
--------------
---------------------------------------------------------
--------------
Total Credits $ (22)
--------------
Total Realized Loss (or Amount of Gain) $ (23)
--------------
Exhibit Four-12
Escrow Disbursement Detail
--------------------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
Type Date Paid Period of Total Paid Base Penalties Interest
(Tax/Ins.) Coverage Amount
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
Exhibit Four-13
EXHIBIT FIVE
------------
Exhibit 18
Foreclosure Rights
(a) The Servicer shall include in its monthly servicing reports a code
indicating each Mortgage Loan that is 60 or more days delinquent, each Mortgage
Loan that is 90 or more days delinquent, and each Mortgage Loan that is in
foreclosure or similar proceedings.
(b) Within five Business Days of its receipt of the monthly servicing report,
the holder of the designated foreclosure rights (the "Securityholder") shall
notify both the Servicer and the Master Servicer if it objects to the proposed
course of action.
(c) If the Securityholder timely and affirmatively objects to an action or
contemplated action of the Servicer pursuant to paragraph (b) above, then the
Securityholder shall instruct the Master Servicer (with a copy to the Servicer)
to hire, at the Securityholder' sole cost and expense, three appraisal firms
selected by the Master Servicer in its reasonable discretion from the list of
appraisal firms provided by the Securityholder, to compute the fair value of the
Mortgaged Property relating to the related Mortgage Loan utilizing the Xxxxxx
Xxx Form 2055 Exterior-Only Inspection Residential Appraisal Report (each such
appraisal-firm computation, a "Fair Value Price"), in each case (other than as
set forth in paragraph (d) below) no later than 30 days from the date of such
Securityholder objection. All costs relating to the computation of the related
Fair Value Prices shall be for the account of the Securityholder and shall be
paid by the Securityholder at the time that such Mortgage Loan and the related
Mortgaged Property are purchased by the Securityholder.
(i) If the Master Servicer shall have received three Fair Value Prices by
the end of such 30-day period, then the Securityholder shall, no later than
five Business Days after the expiration of such 30-day period, purchase
such Mortgage Loan for an amount equal to the lesser of (i) the unpaid
principal balance of the related Mortgage Loan (the "Unpaid Principal
Balance") and (ii) the average of such three Fair Value Prices respectively
determined by such appraisal firms; and shall deliver such amount to the
Servicer against the assignment of the related Mortgage Loan and the
delivery of the related documents on the purchase date.
(ii) If the Master Servicer shall not have received three Fair Value Prices
by the end of the 30-day period set forth in paragraph (c) above, then:
(A) If the Master Servicer shall have received only two Fair Value
Prices by the end of such 30-day period, then the Master Servicer shall
determine, in its reasonable discretion, the fair value of the Mortgaged
Property and other collateral relating to such Mortgage Loan (such fair value,
Exhibit Five-1
the "Master Servicer's Fair Value Price") and the Securityholder shall, no later
than five Business Days after the expiration of such 30-day period, purchase
such Mortgage Loan for an amount equal to the least of (1) the Unpaid Principal
Balance thereof, (2) the average of such Fair Value Prices determined by such
appraisal firms and (3) the Master Servicer's Fair Value Price; and shall
deliver such amount to the Servicer against the assignment of the related
Mortgage Loan and the delivery of the related documents on the purchase date.
(B) If the Master Servicer shall have received only one Fair Value
Price by the end of such 30-day period, then the Master Servicer will determine
the Master Servicer Fair Value Price of the Mortgaged Property related to such
Mortgage Loan and the Securityholder shall, no later than five Business Days
after the expiration of such 30-day period, purchase such Mortgage Loan for an
amount equal to the least of (1) the Unpaid Principal Balance thereof, (2) the
Fair Value Price determined by such appraisal firm and (3) the Master Servicer's
Fair Value Price; and shall deliver such amount to the Servicer against the
assignment of the related Mortgage Loan and the delivery of the related
documents on the purchase date.
(C) If the Master Servicer shall not have received any such Fair Value
Prices by the end of such 30-day period, then the Master Servicer will determine
the Master Servicer Fair Value Price of the Mortgaged Property related to such
Mortgage Loan and the Securityholder shall, no later than five Business Days
after the expiration of such 30-day period, purchase such Mortgage Loan for an
amount equal to the lesser of (1) the Unpaid Principal Balance thereof and (2)
the Master Servicer's Fair Value Price; and shall deliver such amount to the
Servicer against the assignment of the related Mortgage Loan and the delivery of
the related documents on the purchase date.
(D) If the Master Servicer has not received three Fair Value Prices
by the end of such 30-day period, it shall continue for the next 30 days to try
to obtain three Fair Value Prices. Upon the earlier of the date that it obtains
the three Fair Value Prices, or the end of the 30-day extension, the Master
Servicer shall recalculate the price payable pursuant to this Exhibit and,
within five Business Days thereafter, (i) the Securityholder shall pay the
Servicer the positive difference between the recalculated purchase price, and
the price actually paid by it, or (ii) the Servicer shall refund to the
Securityholder the positive difference between the purchase price actually paid
by the Securityholder, and the recalculated purchase price.
(d) The Securityholder shall not be entitled to any of its rights with respect
to a Mortgage Loan if it fails to purchase such Mortgage Loan as set forth
herein.
(e) Any notice, confirmation, instruction or objection pursuant to this Exhibit
may be delivered via facsimile or other written or electronic communication as
the parties hereto and the Securityholder may agree to from time to time.
(f) For the avoidance of doubt, the Securityholder' rights set forth in this
Exhibit are intended to provide the Securityholder, for so long as it has not
forfeited its right under paragraph (d) hereof as set forth in paragraph (c)
above, with the unilateral right to control foreclosure decisions in respect of
Exhibit Five-2
delinquent and defaulted Mortgage Loans, and certain exclusive purchase rights
so as to maximize the recovery value on delinquent and defaulted Mortgage Loans.
(g) To the extent that the Securityholder purchases any Mortgage Loan pursuant
to this Exhibit, at the option of the Securityholder, the Servicer will continue
to service such Mortgage Loan in accordance with this Agreement. The parties
acknowledge that, in such event, the Master Servicer will have no duty or
responsibility to master service any such Mortgage Loan.
Exhibit Five-3
