Exhibit 99.13
RECONSTITUTED SERVICING AGREEMENT
LUMINENT MORTGAGE TRUST 2006-6
This Reconstituted Servicing Agreement, dated as of September 28, 2006
(this "AGREEMENT"), is by and among COUNTRYWIDE HOME LOANS, INC.
("COUNTRYWIDE"), COUNTRYWIDE HOME LOANS SERVICING LP, as servicer ("Countrywide
Servicing" or the "Servicer"), XXXXX ASSET SECURITIZATION, INC., (the
"DEPOSITOR"), MAIA MORTGAGE FINANCE STATUTORY TRUST (the "SELLER") and XXXXX
FARGO BANK, N.A., as master servicer and securities administrator (in each such
capacity, the "MASTER SERVICER" and the "SECURITIES ADMINISTRATOR",
respectively), 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 Four
attached hereto (the "SERVICED LOANS") to the Depositor, and the Depositor has
conveyed the Serviced Loans to the Trustee pursuant to a certain Pooling
agreement dated as of September 1, 2006 (the "POOLING AGREEMENT"), by and among
the Seller, the Depositor, the Master Servicer, the Securities Administrator and
the Trustee;
WHEREAS, Maia acquired the Serviced Loans pursuant to a certain assignment,
assumption and recognition agreement, dated as of August 15, 2006 (the "AAR"),
by and between Maia, as assignee, Citigroup Global Markets Realty Corp.
("CITIGROUP"), assignor, and Countrywide, pursuant to which Citigroup
transferred and assigned any and all of its right, title and interest and
obligation in the Serviced Loans under that certain amended and restated master
mortgage loan purchase and servicing agreement, dated as of December 15, 2003
(the "MMLPSA"), as amended by Amendment Reg AB, dated as of February 28, 2006
("AMENDMENT REG AB"), by and between Citigroup and Countrywide (the MMLPSA, as
modified by the AAR and Amendment Reg AB, the "SERVICING AGREEMENT") (a copy of
the Servicing Agreement, which includes the MMLPSA, the AAR and Amendment Reg
AB, is attached hereto on Exhibit Eight);
WHEREAS, the Serviced Loans are currently being serviced by Countrywide
Servicing for the Seller pursuant to the Servicing Agreement and the Depositor
desires that Countrywide Servicing continue to service the Serviced Loans as
servicer and Countrywide Servicing has agreed to do so, subject to the rights of
the Master Servicer to terminate the rights and obligations of Countrywide
Servicing as set forth herein and subject to the other conditions set forth
herein;
WHEREAS, the Seller and Countrywide Servicing agree that (a) the transfer
of the Serviced Loans from Seller to the Depositor and from the Depositor
to the Trustee, to be accomplished pursuant to the Pooling Agreement, is
made pursuant to Section 8.07 of the Servicing Agreement and, (b) in
connection with such transfer, the Servicing Agreement, as modified by this
Agreement, which shall
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govern the Serviced Loans for so long as such Serviced Loans remain subject
to the provisions of the Pooling Agreement; and
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 Luminent Mortgage Trust 0000-0 (xxx "XXXXX XXXX").
NOW, THEREFORE, in consideration of the mutual promises contained herein
the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used and not defined in this Agreement (including Exhibit
One attached hereto) or in the Servicing Agreement shall have the meanings
ascribed to them in the Pooling Agreement.
ARTICLE II
SERVICING
Countrywide Servicing agrees, with respect to the servicing of the Serviced
Loans, to perform and observe the duties, responsibilities and obligations that
are to be performed in accordance with the terms and provisions of the Servicing
Agreement (as modified by this Agreement), except as otherwise provided herein
and on Exhibit One hereto, and that the provisions of the Servicing Agreement,
as so modified, 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 Section 2.09 of the
Servicing Agreement (as modified by this Agreement) the remittance on October
18, 2006 to be made to the Trust Fund is to include all principal collections
due after September 1, 2006 (the "TRUST CUT-OFF DATE"), plus interest on each
Serviced Loan at the related Mortgage Interest Rate net of the Servicing Fee
Rate and the LPMI Fee (each as defined herein), if applicable (minus that
portion of any such payment that is allocable to the Due Period immediately
preceding the related Cut-off Date) collected during the Due Period immediately
preceding October 18, 2006, 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 Section 5.01 of the Servicing Agreement.
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ARTICLE IV
SERVICING FEE
Notwithstanding any provision of the Servicing Agreement to the contrary,
the Servicing Fee rate for the Serviced Loans shall be equal to 0.375% 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.
ARTICLE V
RECOGNITION OF THE MASTER SERVICER AND THE TRUST FUND
From and after the date hereof, Countrywide Servicing, and any successor
servicer hereunder, shall be subject to the supervision of the Master Servicer,
which Master Servicer shall be obligated to enforce Countrywide Servicing's
obligation to service the Serviced Loans in accordance with the provisions of
this Agreement. Countrywide Servicing shall recognize the Trust Fund as the
owner of the Serviced Loans, and Countrywide Servicing will service the Serviced
Loans for the Trust Fund as if the Trust Fund and Countrywide Servicing had
entered into a separate servicing agreement for the servicing of the Serviced
Loans in the form of the Servicing Agreement.
Pursuant to the Pooling Agreement, the Trustee shall have the right (but
not, except to the extent expressly set forth in the Pooling Agreement, the
obligations) on behalf of the Purchaser to enforce the obligations of
Countrywide Servicing, including, without limitation, the enforcement of (i) the
document delivery requirements set forth in Section 2.05 of the Servicing
Agreement and (ii) remedies with respect to representations and warranties made
by Countrywide Servicing in the AAR, and shall be entitled to enforce all of the
obligations of Countrywide Servicing thereunder insofar as they relate to the
Serviced Loans.
Countrywide Servicing shall look solely to the Trust Fund for performance
of any obligations of the Purchaser under the Servicing 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, shall be
deemed to refer to the Trust Fund. Neither Countrywide Servicing nor the Seller
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 (i) materially affect the Serviced
Loans or Countrywide Servicing'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 (ii) materially and adversely affect the interests of
the Certificateholders in the Serviced Loans.
The Master Servicer shall be entitled to terminate the rights and
obligations of Countrywide Servicing under this Agreement, as provided in
Section 7.01 (Termination Due to an Event of Default) of the Servicing
Agreement. Notwithstanding anything
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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. In
connection with the performance by the Master Servicer of any of its duties
hereunder, and in the exercise by the Master Servicer of any of its rights
hereunder, the parties and other signatories hereto hereby agree, except
Countrywide and Countrywide Servicing, 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 Countrywide Servicing for any costs or
expenses shall be satisfied by Countrywide Servicing's reimbursement of such
costs or expenses from the Custodial Account. Notwithstanding the foregoing, it
is understood that Countrywide Servicing shall not be obligated to defend and
indemnify and hold harmless the Master Servicer, the Trust Fund, the Seller, the
Trustee or the Depositor against any losses, damages, penalties, fines,
forfeitures, judgments and any related costs including, without limitation,
reasonable and necessary legal fees, resulting from (i) actions or inactions of
Countrywide Servicing which were taken or omitted upon the instruction or
direction of the Master Servicer or the Trust Fund's designee's or (ii) the
failure of the Master Servicer or the Trust Fund's designee's to perform the
obligations of the "purchaser" under the Servicing Agreement. Notwithstanding
anything herein to the contrary, the provisions in Sections 3.03(d) and 6.01 of
the Servicing Agreement, with respect to the indemnification of the Seller by
Countrywide, shall survive the termination of this Agreement.
A copy of all assessments, attestations, reports and certifications
required to be delivered by Countrywide under this Agreement and the Servicing
Agreement shall be delivered to the Master Servicer by the date(s) specified
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 Countrywide Servicing 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 8.07(b) of the Servicing Agreement, Countrywide
Servicing hereby represents and warrants, for the benefit of the Depositor, the
Trustee and the Trust
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Fund, that (i) the representations and warranties set forth in Sections 4(a),
4(b), 4(c), 4(d) and 4(e) of the AAR are true and correct as of September 28,
2006 (the "RECONSTITUTION DATE"), as if such representations and warranties were
made on such date Countrywide Servicing shall make the representations and
warranties listed on Exhibit Two hereto as of the Reconstitution Date.
Countrywide Servicing hereby acknowledges and agrees that the remedies
available to the Trust Fund (including the Trustee acting on the Trust Fund's
behalf) in connection with any breach of the representations and warranties made
by Countrywide Servicing set forth above that materially and adversely affects
the value of any Serviced Loan or the interests of the Purchaser in such
Serviced Loan shall be as set forth in Section 5 of the AAR as if they were set
forth herein (including without limitation the repurchase and indemnity
obligations set forth therein). Such enforcement of any right or remedy
hereunder by the Trustee shall have the same force and effect as if the right or
remedy had been enforced or exercised by the Trust Fund, as Purchaser, under the
Servicing Agreement.
ARTICLE VIII
ASSIGNMENT
Countrywide Servicing hereby acknowledges that the rights of the Seller as
Purchaser under the Servicing Agreement, as amended by this Agreement, will be
assigned to the Depositor under the Pooling Agreement, and agree that the
Pooling Agreement will be a valid assignment and assumption agreement or other
assignment document and will constitute a valid assignment and assumption of the
rights and obligations of the Seller as Purchaser under the Servicing Agreement
to the Depositor and the Trustee, on behalf of the Trust Fund, as applicable. In
addition, the Trust Fund has made, or intends to make, a REMIC election with
respect to the Serviced Loans. Countrywide Servicing hereby consents to such
assignment and assumption and acknowledges the Trust Fund's REMIC election.
ARTICLE IX
NOTICES AND REMITTANCES
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 2006-6
Or, in the case of overnight deliveries:
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0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 21045)
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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 2006-6, Account #00000000
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: Corporate Trust & Loan Agency/Luminent Mortgage Trust 2006-6
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 Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxxxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All demands, notices and communications required to be delivered to
Countrywide and Countrywide Servicing 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:
In the case of Countrywide,
Countrywide Home Loans, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxx
With copy to: General Counsel
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In the case of Countrywide Servicing,
Countrywide Home Loans Servicing, LP
000 Xxxxxxxxxxx Xxx
Xxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxxx, Xxxxxx Xxxx, Xxxx Xxxxxx and Xxxx Xx
Any documents required to be delivered by Countrywide Servicing to the
Custodian shall be delivered to Xxxxx Fargo Bank, N.A. as Custodian at the
following address:
Xxxxx Fargo Bank, N.A.
00 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: Account Manager, Luminent 2006-6
ARTICLE X
AMENDMENT
Notwithstanding anything provided herein and on Exhibit One hereto, the
parties hereto hereby acknowledge and agree that the Servicing Agreement shall
not be amended without the consent of Maia in any event.
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.
ARTICLE XII
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.
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ARTICLE XIII
RECONSTITUTION
The Seller and Countrywide Servicing agree that the transfer of the
Serviced Loans hereunder is made pursuant to Section 8.07 of the Servicing
Agreement and that September 28, 2006 is the Reconstitution Date related
thereto.
ARTICLE XIV
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 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.
[Remainder of page intentionally blank. Signatures follow.]
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Executed as of the day and year first above written.
COUNTRYWIDE HOME LOANS, INC.
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: First Vice President
COUNTRYWIDE HOME LOANS SERVICING LP
By: Countrywide GP, Inc., its General
Partner
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx 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/ Xxxxxxxxxxx X. Xxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxx
Title: Chief Financial Officer
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 2006-6
under the Pooling Agreement
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
EXHIBIT ONE
Modifications to the Servicing Agreement
(a) The definition of "BUSINESS DAY" in Article I is hereby amended in its
entirety to read as follows:
Business Day: Any day other than (a) a Saturday or a Sunday or (b) a day on
which banking institutions in the states of California, New York, Maryland,
Minnesota or Texas are authorized or obligated by law or executive order to
be closed.
(b) The definition of "MASTER SERVICER" in Amendment Reg AB is hereby
amended to read as follows:
Master Servicer: Xxxxx Fargo Bank, N.A., or its successors in interest, or
such other master servicer as shall be appointed by the Purchaser.
(c) The definition of "MORTGAGE INTEREST RATE" in Article I is hereby
amended by adding the phrase "in each case, net of any Relief Act Reduction" to
the end of such definition.
(d) The definition of "OPINION OF COUNSEL" in Article I is hereby amended
in its entirety to read as follows:
Opinion of Counsel: A written opinion of counsel, who may be an employee of
Countrywide, that is reasonably acceptable to the Master Servicer or the
Trustee, provided that any Opinion of Counsel relating to (a) qualification
of 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
Countrywide, (ii) does not have any material direct or indirect financial
interest in Countrywide or in any affiliate of any such entity and (iii) is
not connected with Countrywide as an officer, employee, director or person
performing similar functions.
(e) The following definition of "PERMITTED INVESTMENTS" is hereby added to
Article I:
Permitted Investments: Any one or more of the following obligations or
securities acquired at a purchase price of not greater than par, regardless
of whether issued or managed by the Depositor, the Trustee, or any of their
respective Affiliates or for which an Affiliate of the Trustee serves as an
advisor:
(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;
Exhibit One-1
(ii) (A) such depository institution or trust company or its ultimate
parent has a short-term uninsured debt rating in one of the two highest
available rating categories of the Rating Agency 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 Agency;
(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 the Rating Agency 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 or an Affiliate thereof having the highest
applicable rating from the Rating Agency; and
(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 the Rating Agency 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 Period
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.
Exhibit One-2
(f) A new definition of "RATING AGENCY" is hereby added to Article I
immediately following THE definition of "Qualified Substitute Mortgage Loan" to
read as follows:
Rating Agency: Any nationally recognized statistical rating agency rating
the securities issued in the applicable Pass-Through Transfer.
(g) A new definition of "RELIEF ACT REDUCTION" is hereby added to Article I
immediately following the definition of "Reconstitution Date" to read as
follows:
Relief Act Reduction: With respect to any Mortgage Loan as to which there
has been a reduction in the amount of the interest collectible thereon as a
result of the application of the Servicemembers Civil Relief Act, as
amended, or any similar state law, any amount by which interest collectible
on such Mortgage Loan for the Due Date in the related Due Period is less
than the interest accrued thereon for the applicable one-month period at
the Mortgage Interest Rate without giving effect to such reduction.
(h) A new definition of "REMIC PROVISIONS" is hereby added to Article I
immediately following the definition of "Relief Act Reduction" to read as
follows:
REMIC Provisions: Provisions of the federal income tax law relating to real
estate mortgage investment conduits which appear at Section 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
regulations and rulings promulgated thereunder, as the foregoing may be in
effect from time to time.
(i) Section 4.04 (Establishment of Custodial Accounts; Deposits in
Custodial Accounts) is hereby amended as follows:
(i) by adding the words: "; which such account shall be entitled
"Countrywide Home Loans, Inc., in trust for the Trustee of Luminent
Mortgage Trust 2006-6"" to the end of the first sentence of the first
paragraph;
(ii) by adding the following new paragraph at the end of the section
to read as follows:
"Funds in the Custodial Account shall, if invested, be invested in
Permitted Investments; provided, however, that Countrywide shall be under
no obligation or duty to invest or otherwise pay interest on) such 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 Remittance Date (except that if such Permitted
Investment is an obligation of Countrywide, then such Permitted Investment
shall mature not later than such applicable Remittance Date). Any and all
investment earnings from any such Permitted Investment shall be for the
benefit of Countrywide 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
Exhibit One-3
resulting from such investments shall be borne by and be the risk of
Countrywide. Countrywide shall deposit the amount of any such loss in the
Custodial Account immediately as such loss is realized, but in no event
later than the related Remittance Date."
(j) Section 4.06 (Establishment of Escrow Accounts; Deposits in Escrow
Accounts) is hereby amended as follows:
(i) by adding the words: "; which such account shall be entitled
"Countrywide Home Loans, Inc., in trust for the Trustee of Luminent
Mortgage Trust 2006-6"" to the end of the first sentence of the first
paragraph;
(ii) by adding the following new paragraph at the end of the section
to read as follows:
"Countrywide will be obligated to make Servicing Advances to the
Escrow Account in respect of its obligations under this Section 4.06,
reimbursable from the Escrow Accounts or Custodial Account to the
extent not collected from the related Mortgagor, anything to the
contrary notwithstanding, when and as necessary pursuant to Section
4.09 hereof; provided, however, that Servicing Advances shall not be
required to be made by Countrywide if such Servicing Advance would, if
made, be, in Countrywide's reasonable judgment, nonrecoverable."
(k) Section 4.12 (Fidelity Bond; Errors and Omissions Insurance) is hereby
amended by adding the following sentence to the end of the Section: "Countrywide
shall provide the Master Servicer with a copy of certificates of insurance or
other evidence of insurance upon reasonable request."
(l) Section 5.02(a) (Monthly Reports) is hereby amended in its entirety to
read as follows:
"Not later than the tenth calendar day of each month (or, if such tenth
calendar day is not a Business Day, the immediately succeeding Business
Day) Countrywide shall furnish to the Master Servicer in electronic format
a statement providing loan level accounting data, defaulted loan data and
realized loss and gain data for the period ending on the last Business Day
of the preceding month in the format attached as Exhibit Three; provided,
however, Countrywide shall not be required to report any information
relating to any prepayment penalties or charges to the extent such
penalties or charges are retained by Countrywide."
(m) Section 5.03 (Monthly Advances by Countrywide) is hereby amended by
adding the following sentence to the end of the Section: "In the event that
Countrywide determines that an advance will be unrecoverable pursuant to the
previous sentence, it will provide a certification to that effect to the Master
Servicer."
(n) Section 5.04 (Annual Statement as to Compliance) is hereby deleted in
its entirety.
Exhibit One-4
(o) Section 5.05 (Annual Independent Certified Public Accountants'
Servicing Report), Section 5.06 (Annual Statement of Compliance), Exhibit C and
Exhibit E are hereby deleted in their entirety.
(p) Section 2(c)(i)(D) of the Amendment Reg AB is hereby amended by
deleting Section 2(c)(i)(D)(1)-(3) and shall replace it with the following:
(1) any servicer;
(2) any trustee;
(3) any originator;
(4) any significant obligor;
(5) any enhancement or support provider; and
(6) any other material transaction party.
(q) Section 2(c) of the Amendment Reg AB is hereby amended by deleting
clause (vii) in its entirety and replacing it with the following:
(vii) "Not later than ten days prior to the deadline for the filing of
any distribution report on Form 10-D in respect of any Securitization
Transaction that includes any of the Mortgage Loans serviced by the
Company or any Subservicer, the Company or such Subservicer, as
applicable, shall, to the extent the Company or such Subservicer has
knowledge, provide to the party responsible for filing such report
(including, if applicable, the Master Servicer) notice of the
occurrence of any of the following events along with all information,
data, and materials related thereto as may be required to be included
in the related distribution report on Form 10-D: (A) any
modifications, extensions or waivers of Mortgage Loan terms, fees,
penalties or payments during the distribution period; (B) material
breaches of Mortgage Loan representations or warranties or transaction
covenants under the Existing Agreement, as amended herein; and (C)
information regarding any Mortgage Loan changes (such as, additions,
substitutions or repurchases), and with respect to a mortgage loan
that the Company has substituted as a replacement for a Mortgage Loan
("Substituted Mortgage Loan"), the origination, underwriting and, if
applicable, other Company criteria for the acquisition or selection of
such Substituted Mortgage Loan.
(r) Section 2(e) of Amendment Reg AB is hereby amended by deleting the
words "if required by Regulation AB" in the first line of clause (D).
(s) Section 2(f) of Amendment Reg AB is hereby amended by adding "2(c)(vi)"
in the list of Sections in the fifth line of clause (i).
(t) A new Exhibit E is added in the form of Exhibit Six hereto.
Exhibit One-5
EXHIBIT TWO
Additional Representations and Warranties of Countrywide
Countrywide, as Servicer, represents, warrants and covenants to the Seller,
the Master Servicer, the Depositor and the Trustee as of the Reconstitution Date
that:
The Servicer is a limited partnership, duly organized, validly existing and
in good standing under the laws of the State of Texas and is duly authorized and
qualified to transact any and all business contemplated by this Agreement to be
conducted by the Servicer in any state in which a Mortgaged Property related to
a Mortgage Loan is located or is otherwise not required under applicable law to
effect such qualification and no demand for such qualification has been made
upon the Servicer by any state having jurisdiction and, in any event, is in
compliance with the doing business laws of any such state, to the extent
necessary to ensure its ability to enforce each Mortgage Loan and to service the
Mortgage Loans in accordance with the terms of this Agreement;
The Servicer has the full power and authority to service each Mortgage Loan
which the Servicer is required to service hereunder, and to execute, deliver and
perform, and to enter into and consummate the transactions contemplated by this
Agreement and has duly authorized by all necessary action on the part of the
Servicer the execution, delivery and performance of this Agreement; and this
Agreement, assuming the due authorization, execution and delivery thereof by the
other parties thereto, constitutes a legal, valid and binding obligation of the
Servicer, enforceable against the Servicer in accordance with its terms, except
to the extent that (a) the enforceability hereof may be limited by bankruptcy,
insolvency, reorganization, moratorium, receivership and other similar laws
relating to creditors' rights generally and (b) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
the equitable defenses and to the discretion of the court before which any
proceeding therefore may be brought;
The execution and delivery of this Agreement by the Servicer, the servicing
of the Mortgage Loans by the Servicer hereunder, the consummation by the
Servicer of any other of the transactions herein contemplated, and the
fulfillment of or compliance with the terms hereof are in the ordinary course of
business of the Servicer and will not (a) result in a breach of any term,
condition or provision of the organizational documents of the Servicer or (b)
conflict with, result in a breach, violation or acceleration of, or result in a
default under, the terms of any other material agreement or instrument to which
the Servicer is a party or by which it may be bound, or any statute, order or
regulation applicable to the Servicer of any court, regulatory body,
administrative agency or governmental body having jurisdiction over the
Servicer; and the Servicer is not a party to, bound by, or in breach or
violation of any indenture or other agreement or instrument, or subject to or in
violation of any statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it, which
materially and adversely affects or, to the Servicer's knowledge, would in the
future materially and adversely affect, (A) the ability of the Servicer to
perform its obligations
Exhibit Two-1
under this Agreement or (B) the business, operations, financial condition,
properties or assets of the Servicer taken as a whole;
The Servicer is an approved seller/servicer for Xxxxxx Xxx and an approved
servicer for Xxxxxxx Mac in good standing and is a HUD-approved non-supervised
mortgagee pursuant to Section 203 and Section 211 of the National Housing Act,
and no event has occurred, including but not limited to a change in insurance
coverage, that would make the Servicer unable to comply with HUD, Xxxxxx Xxx or
Xxxxxxx Mac eligibility requirements or which would require notification to any
of HUD, Xxxxxx Mae or Xxxxxxx Mac;
No action, suit, proceeding, investigation or litigation is pending or, to
the best knowledge of the Servicer, threatened against the Servicer that would
materially and adversely affect the execution, delivery or enforceability of
this Agreement or the ability of the Servicer to service the Mortgage Loans or
to perform any of its other obligations hereunder in accordance with the terms
hereof;
No consent, approval, authorization or order of any court or governmental
agency or body is required for the execution, delivery and performance by the
Servicer of, or compliance by the Servicer with, this Agreement or the
consummation by the Servicer of the transactions contemplated by this Agreement,
except for such consents, approvals, authorizations or orders, if any, that have
been obtained prior to the date of this Agreement;
The Servicer does not believe, nor does it have any reason or cause to
believe, that it cannot perform each and every covenant contained in this
Agreement;
No written statement, report or other document prepared and furnished or to
be prepared and furnished by the Servicer pursuant to this Agreement or in
connection with the transactions contemplated hereby contains any untrue
statement of material fact or omits to state a material fact necessary to make
the statements contained therein not misleading;
The Servicer is a member of MERS in good standing, and will comply in all
material respects with the rules and procedures of MERS in connection with the
servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are
registered with MERS; and
The consummation of the transactions contemplated by this Agreement is in
the ordinary course of business of the Servicer.
Exhibit Two-2
EXHIBIT THREE
Form of Periodic Reports to Purchaser
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 Text up to 10 digits 20
loans.
LOAN_NBR A unique identifier assigned to each loan by the Text up to 10 digits 10
investor.
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. Text up to 10 digits 10
This may be different than the LOAN_NBR.
BORROWER_NAME The borrower name as received in the file. It is not Maximum length of 30 (Last, 30
separated by first and last name. First)
SCHED_PAY_AMT Scheduled monthly principal and scheduled interest 2 No commas(,) or dollar signs 11
payment that a borrower is expected to pay, P&I ($)
constant.
NOTE_INT_RATE The loan interest rate as reported by the Servicer. 4 Max length of 6 6
NET_INT_RATE The loan gross interest rate less the service fee rate 4 Max length of 6 6
as reported by the Servicer.
SERV_FEE_RATE The servicer's fee rate for a loan as reported by the 4 Max length of 6 6
Servicer.
SERV_FEE_AMT The servicer's fee amount for a loan as reported by the 2 No commas(,) or dollar signs 11
Servicer. ($)
NEW_PAY_AMT The new loan payment amount as reported by the 2 No commas(,) or dollar signs 11
Servicer. ($)
Exhibit Three-1
Column Name Description Decimal Format Comment Max Size
---------------------- ------------------------------------------------------- ------- ---------------------------- --------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
ARM_INDEX_RATE The index the Servicer is using to calculate a 4 Max length of 6 6
forecasted rate.
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or dollar signs 11
beginning of the processing cycle. ($)
ACTL_END_PRIN_BAL The borrower's actual principal balance at the end of 2 No commas(,) or dollar signs 11
the processing cycle. ($)
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that the MM/DD/YYYY 10
borrower's next payment is due to the Servicer, as
reported by Servicer.
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
SERV_CURT_DATE_1 The curtailment date associated with the first MM/DD/YYYY 10
curtailment amount.
CURT_ADJ_AMT_1 The curtailment interest on the first curtailment 2 No commas(,) or dollar signs 11
amount, if applicable. ($)
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
SERV_CURT_DATE_2 The curtailment date associated with the second MM/DD/YYYY 10
curtailment amount.
CURT_ADJ_AMT_2 The curtailment interest on the second curtailment 2 No commas(,) or dollar signs 11
amount, if 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 MM/DD/YYYY 10
curtailment amount.
CURT_ADJ_AMT_3 The curtailment interest on the third curtailment 2 No commas(,) or dollar signs 11
amount, if applicable. ($)
PIF_AMT The loan "paid in full" amount as reported by the 2 No commas(,) or dollar signs 11
Servicer. ($)
Exhibit Three-2
Column Name Description Decimal Format Comment Max Size
---------------------- ------------------------------------------------------- ------- ---------------------------- --------
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 2 No commas(,) or dollar signs 11
the Servicer. ($)
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or dollar signs 11
($)
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, if 2 No commas(,) or dollar signs 11
applicable. ($)
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due at the 2 No commas(,) or dollar signs 11
beginning of the cycle date to be passed through to ($)
investors.
SCHED_END_PRIN_BAL The scheduled principal balance due to investors at the 2 No commas(,) or dollar signs 11
end of a processing cycle. ($)
SCHED_PRIN_AMT The scheduled principal amount as reported by the 2 No commas(,) or dollar signs 11
Servicer for the current cycle -- only applicable for ($)
Scheduled/Scheduled Loans.
SCHED_NET_INT The scheduled gross interest amount less the service 2 No commas(,) or dollar signs 11
fee amount for the current cycle as reported by the ($)
Servicer -- only applicable for Scheduled/Scheduled
Loans.
ACTL_PRIN_AMT The actual principal amount collected by the Servicer 2 No commas(,) or dollar signs 11
for the current reporting cycle -- only applicable for ($)
Actual/Actual Loans.
ACTL_NET_INT The actual gross interest amount less the service fee 2 No commas(,) or dollar signs 11
amount for the current reporting cycle as reported by ($)
the Servicer -- only applicable for Actual/Actual
Loans.
Exhibit Three-3
Column Name Description Decimal Format Comment Max Size
---------------------- ------------------------------------------------------- ------- ---------------------------- --------
PREPAY_PENALTY_AMT The penalty amount received when a borrower prepays on 2 No commas(,) or dollar signs 11
his loan as reported by the Servicer. ($)
PREPAY_PENALTY_WAIVED The prepayment penalty amount for the loan waived by 2 No commas(,) or dollar signs 11
the servicer. ($)
MOD_DATE The Effective Payment Date of the Modification for the MM/DD/YYYY 10
loan.
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 2 No commas(,) or dollar signs 11
made by Servicer. ($)
Exhibit Three-4
REPORTING DATA FOR DEFAULTED LOANS
Data must be submitted to Xxxxx Fargo Bank in an EXCEL spreadsheet format with
fixed field names and data type. The EXCEL spreadsheet should be used as a
template consistently every month when submitting data.
TABLE: DELINQUENCY
NAME TYPE SIZE
------------------------------- --------- ----
SERVICER LOAN # NUMBER 8
(DOUBLE)
INVESTOR LOAN # NUMBER 8
(DOUBLE)
BORROWER NAME TEXT 20
ADDRESS TEXT 30
STATE TEXT 2
Due Date Date/Time 8
ACTION CODE TEXT 2
FC Received Date/Time 8
File Referred to Atty Date/Time 8
NOD Date/Time 8
Complaint Filed Date/Time 8
Sale Published Date/Time 8
Target Sale Date Date/Time 8
Actual Sale Date Date/Time 8
Loss Mit Approval Date Date/Time 8
Loss Mit Type Text 5
Loss Mit Estimated Completion Date/Time 8
Date
Loss Mit Actual Completion Date Date/Time 8
Loss Mit Broken Plan Date Date/Time 8
BK Chapter Text 6
BK Filed Date Date/Time 8
Post Petition Due Date/Time 8
Motion for Relief Date/Time 8
Lift of Stay Date/Time 8
RFD Text 10
Occupant Code Text 10
Eviction Start Date Date/Time 8
Eviction Completed Date Date/Time 8
List Price Currency 8
List Date Date/Time 8
Accepted Offer Price Currency 8
Accepted Offer Date Date/Time 8
Estimated REO Closing Date Date/Time 8
Actual REO Sale Date Date/Time 8
Exhibit Three-5
o ITEMS IN BOLD ARE MANDATORY FIELDS. WE MUST RECEIVE INFORMATION IN THOSE
FIELDS EVERY MONTH IN ORDER FOR YOUR FILE TO BE ACCEPTED.
The Action Code Field should show the applicable numeric code to indicate that a
special action is being taken. The Action Codes are the following:
12-RELIEF PROVISIONS
15-BANKRUPTCY/LITIGATION
20-REFERRED FOR DEED-IN-LIEU
30-REFERRED FORE FORECLOSURE
00-XXXXXX
00-XXXXXXXXXX
00-XXX-XXXX FOR SALE
71-THIRD PARTY SALE/CONDEMNATION
72-REO-PENDING CONVEYANCE-POOL INSURANCE CLAIM FILED
Xxxxx Fargo Bank will accept alternative Action Codes to those above, provided
that the Codes are consistent with industry standards. If Action Codes other
than those above are used, the Servicer must supply Xxxxx Fargo Bank with a
description of each of the Action Codes prior to sending the file.
Description of Action Codes:
ACTION CODE 12 - To report a Mortgage Loan for which the Borrower has been
granted relief for curing a delinquency. The Action Date is the date the relief
is expected to end. For military indulgence, it will be three months after the
Borrower's discharge from military service.
ACTION CODE 15 - To report the Borrower's filing for bankruptcy or instituting
some other type of litigation that will prevent or delay liquidation of the
Mortgage Loan. The Action Date will be either the date that any repayment plan
(or forbearance) instituted by the bankruptcy court will expire or an additional
date by which the litigation should be resolved.
ACTION CODE 20 - To report that the Borrower has agreed to a deed-in-lieu or an
assignment of the property. The Action Date is the date the Servicer decided to
pursue a deed-in-lieu or the assignment.
ACTION CODE 30 - To report that the decision has been made to foreclose the
Mortgage Loan. The Action Date is the date the Servicer referred the case to the
foreclosure attorney.
Exhibit Three-6
ACTION CODE 60 - To report that a Mortgage Loan has been paid in full either at,
or prior to, maturity. The Action Date is the date the pay-off funds were
remitted to the Master Servicer.
ACTION CODE 65 - To report that the Servicer is repurchasing the Mortgage Loan.
The Action Date is the date the repurchase proceeds were remitted to the Master
Servicer.
ACTION CODE 70 - To report that a Mortgage Loan has been foreclosed or a
deed-in-lieu of foreclosure has been accepted, and the Servicer, on behalf of
the owner of the Mortgage Loan, has acquired the property and may dispose of it.
The Action Date is the date of the foreclosure sale or, for deeds-in-lieu, the
date the deed is recorded on behalf of the owner of the Mortgage Loan.
ACTION CODE 71 - To report that a Mortgage Loan has been foreclosed and a third
party acquired the property, or a total condemnation of the property has
occurred. The Action Date is the date of the foreclosure sale or the date the
condemnation award was received.
ACTION CODE 72 - To report that a Mortgage Loan has been foreclosed, or a
deed-in-lieu has been accepted, and the property may be conveyed to the mortgage
insurer and the pool insurance claim has been filed. The Action Date is the date
of the foreclosure sale, or, for deeds-in-lieu, the date of the deed for
conventional mortgages.
The Loss Mit Type field should show the approved Loss Mitigation arrangement.
The following are acceptable:
ASUM-APPROVED ASSUMPTION
BAP-BORROWER ASSISTANCE PROGRAM
CO-CHARGE OFF
DIL-DEED-IN-LIEU
FFA-FORMAL FORBEARANCE AGREEMENT
MOD-LOAN MODIFICATION
PRE-PRE-SALE
SS-SHORT SALE
MISC-ANYTHING ELSE APPROVED BY THE PMI OR POOL INSURER
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. The
acceptable codes are:
Exhibit Three-7
Mortgagor
Tenant
Unknown
Vacant
Exhibit Three-8
REALIZED LOSS CALCULATION INFORMATION
XXXXX FARGO BANK, N.A. Form 332
Calculation of Realized Loss
Purpose
To provide the Servicer with a form for the calculation of any Realized Loss (or
gain) as a result of a Mortgage Loan having been foreclosed and Liquidated.
Distribution
The Servicer will prepare the form in duplicate and send the original together
with evidence of conveyance of title and appropriate supporting documentation to
the Master Servicer with the Monthly Accounting Reports which supports the
Mortgage Loan's removal from the Mortgage Loan Activity Report. The Servicer
will retain the duplicate for its own records.
Due Date
With respect to any liquidated Mortgage Loan, the form will be submitted to the
Master Servicer no later than the date on which statements are due to the Master
Servicer under Section 4.02 of this Agreement (the "Statement Date") in the
month following receipt of final liquidation proceeds and supporting
documentation relating to such liquidated Mortgage Loan; provided, that if such
Statement Date is not at least 30 days after receipt of final liquidation
proceeds and supporting documentation relating to such liquidated Mortgage Loan,
then the form will be submitted on the first Statement Date occurring after the
30th day following receipt of final liquidation proceeds and supporting
documentation.
Preparation Instructions
The numbers on the form correspond with the numbers listed below.
1. The actual Unpaid Principal Balance of the Mortgage Loan.
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.
3-7. Complete as necessary. All line entries must be supported by copies of
appropriate statements, vouchers, receipts, canceled checks, etc., to
document the expense. Entries not properly documented will not be
reimbursed to the Servicer.
8. Accrued Servicing Fees based upon the Scheduled Principal Balance of the
Mortgage Loan as calculated on a monthly basis.
10. The total of lines 1 through 9.
Exhibit Three-9
Credits
11-17. Complete as necessary. All line entries must be supported by copies of
the appropriate claims forms, statements, payment checks, etc. to
document the credit. If the Mortgage Loan is subject to a Bankruptcy
Deficiency, the difference between the Unpaid Principal Balance of the
Note prior to the Bankruptcy Deficiency and the Unpaid Principal Balance
as reduced by the Bankruptcy Deficiency should be input on line 16.
18. The total of lines 11 through 17.
Total Realized Loss (or Amount of Any Gain)
19. The total derived from subtracting line 18 from 10. If the amount
represents a realized gain, show the amount in parenthesis ( ).
Exhibit Three-10
XXXXX FARGO BANK, N.A.
CALCULATION OF REALIZED LOSS
XXXXX FARGO BANK, N.A. Trust: ___________________________
Prepared by: __________________ Date: _______________
Phone: ______________________
Servicer Loan No. Servicer Name Servicer Address
XXXXX FARGO BANK, N.A.
Loan No._____________________________
Borrower's Name:________________________________________________________
Property Address:_________________________________________________________
LIQUIDATION AND ACQUISITION EXPENSES:
Actual Unpaid Principal Balance of Mortgage Loan $ _______________(1)
Interest accrued at Net Rate ________________(2)
Attorney's Fees ________________(3)
Taxes ________________(4)
Property Maintenance ________________(5)
MI/Hazard Insurance Premiums ________________(6)
Hazard Loss Expenses ________________(7)
Accrued Servicing Fees ________________(8)
Other (itemize) ________________(9)
$ __________________
TOTAL EXPENSES $ ______________(10)
CREDITS:
Escrow Balance $ ______________(11)
HIP Refund ________________(12)
Rental Receipts ________________(13)
Hazard Loss Proceeds ________________(14)
Primary Mortgage Insurance Proceeds ________________(15)
Proceeds from Sale of Acquired Property ________________(16)
Other (itemize) ________________(17)
________________
________________
TOTAL CREDITS $________________(18)
TOTAL REALIZED LOSS (OR Amount OF GAIN) $________________
Exhibit Three-11
EXHIBIT FOUR
Schedule of Serviced Loans
[On file at the Washington DC
offices of Hunton & Xxxxxxxx LLP]
Exhibit Four-1
EXHIBIT FIVE
Form of Confidentiality Agreement
Exhibit Five-1
EXHIBIT SIX
Special Foreclosure Rights Section
1. The Servicer shall not commence foreclosure proceedings or any alternative to
foreclosure proceedings with respect to a Mortgage Loan that has become 60 days
or more delinquent unless (i) no later than five Business Days prior to its
commencement of such foreclosure proceedings, it notifies the majority holder of
the most junior of the Subordinate Certificates (the "Securityholder") of its
intention to do so, and (ii) the Securityholder does not, within such
five-Business Day period, affirmatively object to such action.
2. In the event that the Servicer determines not to proceed with foreclosure
proceedings or any alternative to foreclosure proceedings with respect to a
Mortgage Loan and the Servicer has determined that it is unable to collect
payments due under such Mortgage Loan in accordance with the Agreement, the
Servicer shall, prior to taking any action with respect to such Mortgage Loan,
promptly provide both the Master Servicer and the Securityholder with notice of
such determination and a description of such other action as it intends to take
with respect to such Mortgage Loan; provided, that the Servicer shall not be
permitted to proceed with any such action unless the Securityholder does not,
within such five-Business Day period, affirmatively object to such action.
(a) If the Securityholder timely and affirmatively objects to an action or
contemplated action of the Servicer pursuant to section 1 or 2 above, then
the Securityholder shall instruct the Master Servicer to hire three
appraisal firms selected by the Master Servicer in its reasonable
discretion, to compute the fair value of the Mortgaged Property securing
the related Mortgage Loan utilizing the Xxxxxx Mae Form 2055 Exterior-Only
Inspection Residential Appraisal Report (each such appraisal-firm
computation, a "Fair Value Price"), in each case no later than 30 days from
the date of such Securityholder objection. The Securityholder will provide
the Master Servicer with contact information for no less than five local
appraisal firms within three business days after notice of its objection.
All costs relating to the computation of the 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 is 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
Exhibit Six-1
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 clause (1)(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, 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.
Exhibit Six-2
(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 Agreement
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.
Exhibit Six-3
EXHIBIT SEVEN
Copy of the Servicing Agreement
[See Exhibit 99.14]
Exhibit Eight-1
