Exhibit 99.5
EXECUTION VERSION
RECONSTITUTED SERVICING AGREEMENT
Luminent Mortgage Trust 2007-2
This Reconstituted Servicing Agreement, dated as of May 1, 2007 (this
"Agreement"), is by and among NATIONAL CITY MORTGAGE CO. ("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 B
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 April 1, 2007 (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 an Assignment, Assumption and Recognition Agreement,
dated as of April 17, 2007, among X.X. Xxxxxx Mortgage Acquisition Corp., as
assignor, the Servicer, as servicer, and the Seller, as assignee (a copy of
which is annexed hereto as Exhibit A-1), which agreement references the Flow
Master Seller's Warranties and Servicing Agreement, dated as of February 24,
2004 (the "Master Agreement"), as amended by that certain Amendment Reg AB,
dated as of March 1, 2006 ("Amendment Reg AB") (as amended from time to time,
the "Servicing Agreement"), a copy of which is annexed hereto as Exhibit A-2;
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 Servicer
hereunder as set forth herein and to the other conditions set forth herein;
WHEREAS, the Seller and the Servicer agree that (a) the transfer of the
Serviced Loans from Seller to the Depositor and from the Depositor to the
Trustee to be accomplished by the Pooling Agreement constitutes a Securitization
Transaction (as such term is defined in the Servicing Agreement) and (b) this
Agreement shall constitute a "Reconstitution Agreement" (as such term is 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 this Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained herein
the parties hereto agree as follows:
1. Recognition of the Master Servicer and the Trust Fund
(i) 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 Luminent
Mortgage Trust 2007-2 Trust Fund (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 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 Master 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 Section 2.3 of the Master Agreement and (ii) remedies with respect
to representations and warranties made by the Servicer in the Servicing
Agreement, and, in the case of the Mater 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 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.
The Servicer shall not 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 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 (ii)
materially and adversely affect the interests of the Certificateholders in
the Serviced Loans.
(ii) The Master Servicer shall be entitled to terminate the rights and
obligations of the Servicer under this Agreement, as provided in Section
8.1 (Events of Default) of the Master 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, except the Servicer, 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.
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(iii) 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 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.
2. Assignment. The Servicer hereby acknowledges that the rights of the
Seller as "Purchaser" under the Servicing Agreement as amended by this Agreement
will be assigned to Xxxxx, and by Xxxxx to the Trust Fund under the Pooling
Agreement, and agree that the Pooling Agreement will each 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 Xxxxx 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. The Servicer hereby consents to such assignment and
assumption and acknowledges the Trust Fund's REMIC election.
3. Servicer Representations. The Servicer represents, warrants and
covenants to the Assignee that:
(a) All of the representations and warranties of the Servicer set forth in
Section 3.2 of the Master Agreement are true and correct as of the date hereof;
(b) the Servicer has complied in all material respects with its obligations
to service the Mortgage Loans in accordance with the terms of the Master
Agreement;
(c) No offsets, counterclaims or other defenses are available to the
Servicer with respect to the Master Agreement or the Mortgage Loans; and
(d) the Servicer has no knowledge of, and has not received notice of, any
waivers under or amendments or other modifications of, or assignments of rights
or obligations under or defaults under, the Master Agreement.
4. Amendment of the Master Agreement. 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 Schedule A 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. The Servicer and the Seller
agree that this Agreement is a Reconstitution Agreement executed in connection
with a Securitization Transaction and that May 1, 2007 is the Reconstitution
Date.
5. Trust Cut-off Date. The parties hereto acknowledge that the Trust
Cut-Off Date is April 1, 2007.
6. Servicing Fee Rate. Notwithstanding any provision of the Servicing
Agreement to the contrary, the Servicing Fee rate for the Serviced Loan shall be
equal to 0.250% per annum (the "Servicing Fee Rate"). The Servicing Fee shall be
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payable monthly from the interest portion of the related Monthly Payment
collected by the Servicer.
7. Release of Seller. 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.
8. Notices and Remittances.
-----------------------
(i) 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 2007-2
(or in the case of overnight deliveries,
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 21045)
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(ii) 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 2007-2, Account #00000000
(iii) 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: CTLA - Structured Finance /
Luminent Mortgage Trust 2007-2
(iv) 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:
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Xxxxx Asset Securitization, Inc.
000 Xxxxxxxxxx Xx., 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxxxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(v) 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:
National City Mortgage Co.
0000 Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxx
9. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES OTHER THAN GENERAL OBLIGATIONS LAW SECTION 5-1401) AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS, EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW.
10. Successors and Assigns. This Agreement shall inure to the benefit of
the successors and assigns of the parties hereto.
11. Amendment. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced. The
parties hereto hereby acknowledge and agree that the Servicing Agreement shall
not be amended without the consent of the Seller.
12. Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute and be one and the same
instrument.
13. Trustee's Obligations Limited. 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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[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have caused this Reconstitution Agreement
to be executed by their duly authorized officers as of the date first above
written.
NATIONAL CITY MORTGAGE CO., as Servicer
By: /s/ Xxxx Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxx Xxxxxxxx
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 2007-2 under the Pooling Agreement
By: /s/ Xxxx Xxxxxx
--------------------------
Name: Xxxx Xxxxxx
Title: Officer
Signature Page - National City Reconstituted Servicing Agreement -
Luminent 2007-2
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EXHIBIT A-1
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
(As retained on file with the Washington, DC office of Hunton & Xxxxxxxx LLP)
Exhibit X-0-0
XXXXXXX X-0
FLOW MASTER SELLER'S WARRANTIES AND SERVICING AGREEMENT,
(As retained on file with the Washington, DC office of Hunton & Xxxxxxxx LLP)
Exhibit A-2-1
EXHIBIT B
MORTGAGE LOAN SCHEDULE
(As retained on file with the Washington, DC office of Hunton & Xxxxxxxx LLP)
Exhibit B-1
SCHEDULE A
(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 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, the State of New York or the
State of Ohio are authorized or obligated by law or executive order to be
closed.
(b) The definition of "Custodian" in Article I is hereby amended in its
entirety to read as follows:
Custodian: Xxxxx Fargo Bank, N.A., or any successor thereto.
---------
(c) The definition of "Eligible Account" is hereby added to Article I to
read as follows:
Eligible Account: Any of
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(i) an account or accounts maintained with a federal or state
chartered depository institution or trust company the short-term
unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a
holding company, the short-term unsecured debt obligations of such
holding company) are rated in the highest short term rating category
of each Rating Agency at the time any amounts are held on deposit
therein;
(ii) an account or accounts the deposits in which are fully
insured by the FDIC (to the limits established by it), the uninsured
deposits in which account are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to the Securities
Administrator, the Trustee and each Rating Agency, the Trustee on
behalf of the Certificateholders will have a claim with respect to the
funds in the account or a perfected first priority security interest
against the collateral (which shall be limited to Permitted
Investments) securing those funds that is superior to claims of any
other depositors or creditors of the depository institution with which
such account is maintained and which uninsured deposits shall not
cause any Rating Agency to reduce its then-current rating on any
Certificate, as evidenced by a rating confirmation from each such
Rating Agency;
(iii) a trust account or accounts maintained with the trust
department of a federal or state chartered depository institution,
national banking association or trust company acting in its fiduciary
capacity; or
(iv) an account otherwise acceptable to each Rating Agency
without reduction or withdrawal of its then current ratings of the
Certificates as evidenced by a letter from such Rating Agency to the
Securities Administrator and the Trustee. Eligible Accounts may bear
interest.
Schedule A-1
(d) The definition of "First Remittance Date" in Article I is hereby
amended in its entirety to read as follows:
First Remittance Date: May 18, 2007.
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(e) A new definition of "Master Servicer" is hereby added to Article I to
read as follows:
Master Servicer: Xxxxx Fargo Bank, N.A. or any successor thereto.
---------------
(f) A new definition of "Nonrecoverable Advance" is hereby added to Article
I 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.
(g) A new definition of "Officer's Certificate" is hereby added to Article
I to read as follows:
Officer's Certificate: A certificate signed by the Chairman of the
Board or the Vice Chairman of the Board or the President, a Senior Vice
President, a First Vice President, a Vice President, Assistant Vice
President, Treasurer, Secretary, Assistant Treasurer, Assistant Secretary
or another authorized signatory of the Servicer.
(h) 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 National City Mortgage Co., 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 National City Mortgage Co., (ii) does not
have any material direct or indirect financial interest in National City
Mortgage Co. or in any affiliate of any such entity and (iii) is not
connected with National City Mortgage Co. as an officer, employee, director
or person performing similar functions.
(i) The definition of "Permitted Investments" is hereby added to Article I
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
Schedule A-2
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
(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;
Schedule A-3
In each case (other than clause (i)), 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.
(j) The definition of "Rating Agency" in Article I is hereby amended in its
entirety to read as follows:
Rating Agency: Each of the rating agencies identified in the Pooling
Agreement, or any successor thereto.
(k) The definition of "Remittance Date" in Article I is hereby amended by
inserting the text "no later than 1:00 p.m. Eastern Time on such day,"
immediately following "of any month".
(l) The definition of "Servicing Guide" in Article I and all references
thereto in the Servicing Agreement are hereby deleted in their entirety.
(m) Section 3.02(aaa) is hereby amended in its entirety to read as follows:
"(aaa) Each Mortgage Loan constitutes a "qualified mortgage" under
Section 860G(a)(3) of the Code and Treasury Regulation Section
1.860G-2(a)(1)."
(n) Subsection 3.03 (Remedies for breach of Representations and Warranties)
is hereby amended as follows:
(i) by removing "at the Purchaser's option," in the third paragraph.
(ii) by replacing all references in the sixth paragraph to "the
Purchaser" with "Maia, the Depositor, the Trustee, the Trust Fund and the
Master Servicer" and
(iii) by replacing all references to "the Purchaser" the seventh
paragraph with "the Depositor, the Trustee, the Trust Fund or the Master
Servicer."
(o) Section 4.01 (Company to Act as Servicer) is hereby amended as follows:
(i) by adding the following proviso after the first sentence of the
first paragraph to read as follows:
Schedule A-4
provided, however, that the Company shall not knowingly or
intentionally take any action, or fail to take (or fail to cause to be
taken) any action reasonably within its control and the scope of duties
more specifically set forth herein, that, under the REMIC Provisions, if
taken or not taken, as the case may be, would cause any REMIC created under
the Pooling Agreement to fail to qualify as a REMIC or result in the
imposition of a tax upon the Trust Fund (including but not limited to the
tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code) unless the Trustee and the Master Servicer have received an Opinion
of Counsel (at the expense of the Company reimbursable from funds in the
Custodial Account) to the effect that the contemplated action will not
cause any REMIC created under the Pooling Agreement to fail to qualify as a
REMIC or result in the imposition of a tax upon any such REMIC created
thereunder.
(ii) by adding the following language as the final sentence of the
fourth paragraph: "Any Subservicing Agreement entered into by the Servicer
shall provide that it may be assumed or terminated by the Purchaser at any
time, if the Purchaser has assumed the duties of the Servicer, or by any
successor servicer, at the Purchaser's or successor servicer's option, as
applicable, without cost or obligation to the assuming or terminating party
or its assigns."
(p) Section 4.02 (Liquidation of Mortgage Loans) is hereby amended by
adding a final paragraph to that section that reads as follows:
"Notwithstanding anything herein to the contrary, for so long as the
Master Servicer has not notified the Servicer that the sole holder of the
most subordinate class of certificates (the "Subordinate Holder") is no
longer entitled to the rights described in Exhibit O, the Servicer shall
follow the procedures set forth in Exhibit O in connection with any
Mortgage Loan that has become 60 or more days delinquent in payment."
(q) Section 4.04 (Establishment of Custodial Account; Deposits in Custodial
Account) is hereby amended as follows:
(i) by replacing the words "National City Mortgage Co., as Servicer,
in trust for the Purchaser of Fixed and ARM Rate Conventional, FHA or VA
Residential Mortgage Loans and various Mortgagors", with the words
"National City Mortgage Co., in trust for the Trustee of Luminent Mortgage
Trust 2007-2" in the first paragraph.
(ii) by adding the following language as the final sentence of the
first paragraph: "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 Company. The Company shall deposit the amount of any such
loss in the Custodial Account immediately as realized, but in no event
later than the related Remittance Date"; and
(iii) by deleting the text immediately following "reimbursement
therefor" in subsection (viii).
(r) Section 4.05 (Permitted Withdrawals From Custodial Account) is hereby
amended by:
Schedule A-5
(i) inserting the following after "6.02" in subsection (iv):", it
being understood that, in the case of any such reimbursements, the
Servicer's right thereto shall be prior to the rights of the Purchaser "
(ii) deleting the word "and" at the end of subsection (viii)
(iii) by adding a new clause (ix) to read as follows: "to make
payments to the Subordinate Holder (as defined in Exhibit O) in the amounts
and in the manner provided for in Exhibit O ("Special Foreclosure Rights
Section")."
(s) Section 4.06 (Establishment of and Deposits to Escrow Account) is
hereby amended as follows:
(i) by replacing the words "National City Mortgage Co., as Servicer,
in trust for the Purchaser of Fixed and ARM Rate Conventional, FHA or VA
Residential Mortgage Loans and various Mortgagors", with the words
"National City Mortgage Co., in trust for the Trustee of Luminent Mortgage
Trust 2007-2" in the first paragraph;
(ii) by adding the following sentence as the final sentence of the
final paragraph as follows:
"The Company will be obligated to make Servicing Advances to the
Escrow Account in respect of its obligations under this Section 4.6,
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 to pursuant to Section 4.8 hereof;
provided, however, that Servicing Advances shall not be required to be made
by the Company if such Servicing Advance would, if made, be, in the
Company's reasonable judgment, nonrecoverable."
(t) The language following "with respect to LPMI Loans . . . 80%" is hereby
deleted in Section 4.15(a)(ii) is hereby replaced with the following:
"with respect to LPMI Loans with an LTV =74.1% and =80% as noted on
Exhibit B of the Reconstitution Agreement, the Company acknowledges that
such LPMI Loans will be covered by a master lender-paid private mortgage
insurance policy issued by Triad Guaranty Insurance Corporation ("Triad")."
(u) The sixth and seventh full sentences in Section 4.15(a)(ii) are here by
deleted and replaced with the following:
"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
Schedule A-6
under such policy shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 4.5 (as if such funds related to a Mortgage
Insurance Policy)."
(v) Section 4.16 (Title, Management and Disposition of REO Property) is
hereby amended by:
(i) deleting third paragraph in its entirety and replacing it with the
following:
"The Company shall use its commercially reasonable best efforts to
dispose of the REO Property as soon as possible and shall sell such REO
Property in any event within three years after title has been taken to such
REO Property, unless the servicer, at its expense, has obtained an
extension from the IRS or provided an Opinion of Counsel stating that
continuing to hold the property will not result in an adverse REMIC Event.
If a period longer than three years is permitted under the foregoing
sentence and is necessary to sell any REO Property, (i) the Company shall
report monthly to the Purchaser as to the progress being made in selling
such REO Property and (ii) if, with the written consent of the Purchaser, a
purchase money mortgage is taken in connection with such sale, such
purchase money mortgage shall name the Company as mortgagee, and such
purchase money mortgage shall not be held pursuant to this Agreement, but
instead a separate participation agreement among the Company and the
Purchaser shall be entered into with respect to such purchase money
mortgage. Notwithstanding anything herein to the contrary, the Company
shall not be required to provide financing for the sale of any REO
Property."
(w) Section 5.03 (Monthly Advances by Company) is hereby amended by
inserting the following text immediately following the reference to "such
Mortgage Loan" and the end of the final sentence:
"; provided, however, that any such obligation under this Section 5.03
shall cease if the Company 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 Purchaser and the
Master Servicer by the Company"
(x) Section 8.01 (Provision of Information) is hereby amended by adding the
following paragraph at the end of the section:
"During the term of this Agreement, the Company shall make itself
available for monthly calls during which it will discuss the servicing of
any defaulted Mortgage Loans."
(y) Section 9.01 (a) (Indemnification; Third Party Claims) is hereby
replaced with the following:
"The Company shall indemnify Maia, the Trust Fund, the Master
Servicer, the Trustee and the Depositor and hold such entities 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 such entity may sustain in any way
Schedule A-7
related to the failure of the Company to perform its obligations under this
Agreement including but not limited to its obligation to service and
administer the Mortgage Loans in strict compliance with the terms of this
Agreement or any Reconstitution Agreement entered into pursuant to Section
7.01 of this Agreement or the breach of any representation or warranty made
pursuant to this Agreement. The Company shall immediately notify Maia, the
Trust Fund, the Master Servicer, the Trustee and the Depositor if a claim
is made by a third party with respect to this Agreement or the Mortgage
Loans, and may assume the defense of any such claim and pay all reasonable
expenses in connection therewith, including reasonable counsel fees
actually incurred, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or Maia, the Trust Fund, the Master
Servicer, the Trustee and the Depositor in respect of such claim but
failure to so notify the Purchaser shall not limit it obligations
hereunder. The Company agrees that it will not enter into any settlement of
any such claim without the consent of Maia, the Trust Fund, the Master
Servicer, the Trustee and the Depositor, as the case may be, unless such
settlement includes an unconditional release of such entity from all
liability that is the subject matter of such claim. The provisions of this
Section 9.01 shall survive the termination of this agreement."
(z) Section 9.04 (Limitation on Resignation and Assignment by Company) is
hereby amended as follows:
(i) with the exception of the first reference, by replacing each
reference to "the Purchaser" in the first two paragraphs with "the
Depositor, the Trustee, the Master Servicer and each Rating Agency";
(ii) by replacing the final paragraph with the following:
"Without in any way limiting the generality of this Section 9.04, in
the event that the Company either shall assign this Agreement or the
servicing responsibilities hereunder or delegate its duties hereunder or
any portion thereof or sell or otherwise dispose of all or substantially
all of its property or assets, without the prior written consent of the
Master Servicer, then the Master Servicer shall have the right to terminate
this Agreement upon notice given as set forth in Section 11.1, without any
payment of any penalty or damages and without any liability whatsoever to
the Company or any third party."
(iii)
(aa) Section 10.01 (Events of Default) is hereby amended as follows:
(i) by replacing each reference to "the Purchaser" with "the Master
Servicer;" and
(ii) by amending subclause (ii) by adding the phrase "provided,
however, that any breach of the provisions in the Amendment Reg AB shall
constitute an immediate Event of Default for which no notice is required
Schedule A-8
and no opportunity to remedy shall be provided" after the words "shall have
been given to the Company by the Purchaser."
(iii) Section 10.02 (Waiver of Defaults) is hereby amended by
replacing the reference to "Purchaser" with "Master Servicer".
(bb) Section 11.01 (Termination) is hereby amended as follows:
(i) by deleting the content of such section in its entirety and
replacing it with the following:
"The respective obligations and responsibilities of the Company
shall terminate upon the: (i) the later 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 hereunder; (ii) in accordance with Section 10.01 or (iii) in
accordance with Section 9.04.
Upon written request from the Depositor or the Master Servicer in
connection with any such termination or any resignation, the Company
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
Company's sole expense, as provided in Article V of the Pooling
Agreement."
(cc) Section 11.02 (Termination Without Cause) is hereby amended as
follows:
(i) by deleting "without cause" in the first sentence and replacing
the language with "with cause".
(ii) by deleting the final paragraph in its entirety.
(dd) Section 12.01 (Successor to Company) is hereby amended as follows:
(i) by replacing the words "Prior to" with "Upon" at the beginning of
the first sentence of the first paragraph;
(ii) by replacing the reference to "Sections 9.04, 10.01, 11.01 (ii)
or pursuant to Section 11.02" with "Section 10.01" in the first sentence of
the first paragraph.
(iii) by adding the words ", in accordance with the Pooling
Agreement," after the word "shall" in the third line of the first
paragraph;
(iv) by adding a new sentence immediately after the first sentence of
the first paragraph to read as follows:
Schedule A-9
"Any successor to the Company 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."
(v) by adding a final paragraph to read as follows:
"Except as otherwise provided in this Section 12.01, all
reasonable costs and expenses incurred in connection with any transfer
of servicing hereunder (as a result of the termination or resignation
of the Company 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 Company 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 Company from its own funds without reimbursement."
(ee) Section 12.02 (Amendment) is hereby amended in its entirety to
read as follows:
"This Agreement may be amended only by written agreement signed
by the Company, 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) the Company has complied with all applicable
requirements of this Agreement, and (iii) such Amendment will not
materially adversely affect the interest of the Certificateholders."
(ff) A new Section 12.22 (Intended Third Party Beneficiary) is hereby
added to the Master Agreement to read as follows:
Section 12.22 Intended Third Party Beneficiaries
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, the Master
Servicer and the Depositor each shall have the same rights and
remedies to enforce the provisions of this Agreement as if it were a
party to this Agreement. The Company 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.
Schedule A-10
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.
(gg) Section 13.05 of part 1 of Amendment Reg AB (Information to Be
Provided by the Company) is hereby amended by deleting the section reference
"3.02(b)" from the second line of paragraph (a)(iii) and replacing it with
"13.02(b)".
(hh) Section 6.04 of part 3 of Amendment Reg AB (Information to Be Provided
by the Company) is hereby amended by deleting the date "2007" in the ninth line
and replacing it with "2008".
(ii) Section 6.05 of part 3 of Amendment Reg AB (Information to Be Provided
by the Company) is hereby amended by deleting the date "2007" in paragraph (b)
and replacing it with "2008";
(jj) Exhibits N, O, and P to Amendment Reg AB are hereby deleted and
replaced with Exhibit One attached hereto.
(kk) Exhibit Two attached hereto ("Special Foreclosure Rights Section") is
hereby attached to the Master Agreement as Exhibit P.
(ll) Exhibit Q to Amendment Reg AB is hereby amended by:
(A) replacing "[the Servicer] [Name of Subservicer]" in the
introductory paragraph with "the Company".
(B) deleting the signature block found at the end of the exhibit.
Schedule A-11
EXHIBIT ONE TO SCHEDULE A
EXHIBIT N
Form of Periodic Reports to Purchaser
------------------------------------------------------------------------------------------------- ------------- --------------------
Standard Loan Level File Layout -
Master Servicing
------------------------------------------------------------------------------------------------- ------------- --------------------
------------------------------------------------------------------------------------------------- ------------- --------------------
Exhibit 1: Layout
------------------------------------------------------------------------------------------------- ------------- --------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------------------------------------------------------------------------------ -----------------------------
Each file requires the following fields:
------------------------------------------------------------------------------------------------------ -----------------------------
SER_INVESTOR_NBR A value assigned by the Servicer to define a group of loans. Text up to 20 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
------------------------------------------------------------------------------------------------------ -----------------------------
SCHED_PAY_AMT Scheduled monthly principal and scheduled interest payment that 2 No commas(,) or dollar
a borrower is expected to pay, P&I constant. signs ($) 11
------------------------------------------------------------------------------------------------------ -----------------------------
NOTE_INT_RATE The loan interest rate as reported by the Servicer. 4 Max length of 6 6
------------------------------------------------------------------------------------------------------ -----------------------------
NET_INT_RATE The loan gross interest rate less the service fee rate as 4 Max length of 6 6
------------------------------------------------------------------------------------------------------ -----------------------------
SERV_FEE_RATE The servicer's fee rate for a loan as reported by the Servicer. 4 Max length of 6 6
------------------------------------------------------------------------------------------------------ -----------------------------
SERV_FEE_AMT The servicer's fee amount for a loan as reported by the 2 No commas(,) or dollar
Servicer. signs ($) 11
------------------------------------------------------------------------------------------------------ -----------------------------
NEW_PAY_AMT The new loan payment amount as reported by the Servicer. 2 No commas(,) or dollar
signs ($) 11
------------------------------------------------------------------------------------------------------ -----------------------------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
------------------------------------------------------------------------------------------------------ -----------------------------
ARM_INDEX_RATE The index the Servicer is using to calculate a forecasted rate. 4 Max length of 6 6
Schedule A-15
------------------------------------------------------------------------------------------ ---- ----------------------------- ------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the beginning of the 2 No commas(,) or dollar
processing cycle. signs ($) 11
------------------------------------------------------------------------------------------ ---- ----------------------------- ------
ACTL_END_PRIN_BAL The borrower's actual principal balance at the end of the 2 No commas(,) or dollar
processing cycle. signs ($) 11
------------------------------------------------------------------------------------------ ---- ----------------------------- ------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that the borrower's MM/DD/YYYY
next payment is due to the Servicer, as reported by Servicer. 10
------------------------------------------------------------------------------------------ ---- ------------------------------------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar
signs ($) 11
------------------------------------------------------------------------------------------ ---- ------------------------------------
SERV_CURT_DATE_1 The curtailment date associated with the first curtailment MM/DD/YYYY
amount. 10
------------------------------------------------------------------------------------------ ---- ------------------------------------
CURT_ADJ_ AMT_1 The curtailment interest on the first curtailment amount, if 2 No commas(,) or dollar
applicable. signs ($) 11
------------------------------------------------------------------------------------------ ---- ----------------------------- ------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar
signs ($) 11
------------------------------------------------------------------------------------------ ---- ----------------------------- ------
SERV_CURT_DATE_2 The curtailment date associated with the second curtailment MM/DD/YYYY
amount. 10
------------------------------------------------------------------------------------------ ---- ----------------------------- ------
CURT_ADJ_ AMT_2 The curtailment interest on the second curtailment amount, if 2 No commas(,) or dollar
applicable. signs ($) 11
------------------------------------------------------------------------------------------ ---- ------------------------------------
Schedule A-16
Exhibit 1: Continued Standard Loan Level File Layout
------------------------------------------------------------------------------------------ ------------- ---------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------------------------------------------------------------------ ------- ---------------------------------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar
signs ($) 11
------------------------------------------------------------------------------------------ ---- ------------------------------------
SERV_CURT_DATE_3 The curtailment date associated with the third curtailment MM/DD/YYYY
amount. 10
------------------------------------------------------------------------------------------ ---- ------------------------------------
CURT_ADJ_AMT_3 The curtailment interest on the third curtailment amount, if 2 No commas(,) or dollar
applicable. signs ($) 11
------------------------------------------------------------------------------------------ ---- ------------------------------------
PIF_AMT The loan "paid in full" amount as reported by the Servicer. 2 No commas(,) or dollar
signs ($) 11
------------------------------------------------------------------------------------------ ---- ------------------------------------
PIF_DATE The paid in full date as reported by the Servicer. MM/DD/YYYY 10
------------------------------------------------------------------------------------------ ---- ------------------------------------
Action Code Key:
ACTION_CODE The standard FNMA numeric code used to indicate the 15=Bankruptcy, 2
default/delinquent status of a particular loan. 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
Servicer. signs ($) 11
------------------------------------------------------------------------------------------ ---- ------------------------------------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if applicable. 2 No commas(,) or dollar
signs ($) 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
---------------------------------------------- -------------------------------------------------------- ------------- --------------
Plus the following applicable fields:
------------------------------------------------------------------------------------ ---------- ----------------------------- ------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due at the beginning 2 No commas(,) or dollar
of the cycle date to be passed through to investors. signs ($) 11
------------------------------------------------------------------------------------------ ---- ----------------------------- ------
SCHED_END_PRIN_BAL The scheduled principal balance due to investors at the end of 2 No commas(,) or dollar
a processing cycle. signs ($) 11
------------------------------------------------------------------------------------------ ---- ----------------------------- ------
SCHED_PRIN_AMT The scheduled principal amount as reported by the Servicer for 2 No commas(,) or dollar
the current cycle -- only applicable for Scheduled/Scheduled signs ($) 11
Loans.
------------------------------------------------------------------------------------------ ---- ----------------------------- ------
SCHED_NET_INT The scheduled gross interest amount less the service fee amount 2 No commas(,) or dollar
for the current cycle as reported by the Servicer -- only signs ($) 11
applicable for Scheduled/Scheduled Loans.
------------------------------------------------------------------------------------------ ------------- ---------------------------
Schedule A-17
ACTL_PRIN_AMT The actual principal amount collected by the Servicer for the 2 No commas(,) or dollar
current reporting cycle -- only applicable for Actual/Actual signs ($) 11
Loans.
------------------------------------------------------------------------------------------ ---- ----------------------------- ------
ACTL_NET_INT The actual gross interest amount less the service fee amount 2 No commas(,) or dollar
for the current reporting cycle as reported by the Servicer -- signs ($) 11
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
as reported by the Servicer. signs ($) 11
------------------------------------------------------------------------------------------ ---- ----------------------------- ------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan waived by the 2 No commas(,) or dollar
servicer. signs ($) 11
------------------------------------------------------------------------------------------ ---- ----------------------------- ------
Schedule A-18
------------------------------------------------------------------------------------------ ------------- ---------------------------
Exhibit 1: Continued Standard Loan Level File Layout
------------------------------------------------------------------------------------------ ------------- ---------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------------------------------------------------------------------ ---------- -----------------------------
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 or numeric 30
------------------------------------------------------------------------------------------ ---------- ----------------------------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest advances made by 2 No commas(,) or dollar
Servicer. signs ($) 11
------------------------------------------------------------------------------------------ ---------- ----------------------------
Flag to indicate if the repurchase of a loan is due to a breach Y=Breach
BREACH_FLAG of Representations and Warranties N=NO Breach 1
Let blank if N/A
------------------------------------------------------------------------------------------ ---------- ----------------------------
Schedule A-19
Exhibit 2: Monthly Summary Report by Single Investor
MONTHLY SUMMARY REPORT
For Month Ended: mm/dd/yyyy Servicer Name____________________________
Prepared by:______________________ Investor Nbr_____________________________
__________________________________________________________________________________________________________
Section 1. Remittances and Ending Balances - Required Data
----------------------------------------------------------------------------------------------------------
Beginning Ending Total Monthly Total Ending Unpaid Total Monthly Principal
Loan Count Loan Count Remittance Amount Principal Balance Balance
----------------------------------------------------------------------------------------------------------
0 0 $0.00 $0.00 $0.00
----------------------------------------------------------------------------------------------------------
Principal Calculation
---------------------
1. Monthly Principal Due + $0.00
2. Current Curtailments + $0.00
3. Liquidations + $0.00
4. Other (attach explanation) + $0.00
5. Principal Due $0.00
6. Interest (reported "gross") + $0.00
7. Interest Adjustments on Curtailments + $0.00
8 Servicing Fees - $0.00
9. Other Interest (attach explanation) + $0.00
10. Interest Due (need to subtract ser fee) $0.00
========
Remittance Calculation
----------------------
11. Total Principal and Interest Due (lines 5+10) + $0.00
12. Reimbursement of Non-Recoverable Advances+ - $0.00
13. Total Realized gains + $0.00
14. Total Reallized Losses - $0.00
15. Total Prepayment Penalties + $0.00
16. Total Non-Supported Compensating Interest - $0.00
17. Other (attach explanation) $0.00
18. Net Funds Due on or before Remittance Date $ $0.00
========
Schedule A-20
Section 2. Delinquency Report - Optional Data for Loan Accounting
Installments Delinquent
-------------------------------------------------------------------------------------------------------------
Total No. Total No. In Real Estate Total Dollar
of of 30- 60- 90 or more Foreclosure Owned Amount of
Loans Delinquencies Days Days Days (Optional) (Optional) Delinquencies
-------------------------------------------------------------------------------------------------------------
0 0 0 0 0 0 0 0
--------------------------------------------------------------------------------------
Section 3. REG AB Summary Reporting - REPORT ALL APPLICABLE FIELDS
--------------------------------------------------------------------------------------
REG XX XXXXXX LOAN COUNT BALANCE
--------------------------------------------------------------------------------------
PREPAYMENT PENALTY AMT 0 $0.00
--------------------------------------------------------------------------------------
PREPAYMENT PENALTY AMT WAIVED 0 $0.00
--------------------------------------------------------------------------------------
DELINQUENCY P&I AMOUNT 0 $0.00
--------------------------------------------------------------------------------------
Schedule A-21
Exhibit O: Standard File Layout - Delinquency Reporting
*The column/header names in bold are the minimum fields Xxxxx Fargo must receive
from every Servicer
------------------------------ --------------------------------------------------------------------------------------------- -------
Format
Column/Header Name Description Decimal 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.
------------------------------ ---------------------------------------------------------------------------------------- ------------
XXXX_XXXXXXX Xxxxxx 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 MM/DD/YYYY
servicer 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 the courts MM/DD/YYYY
------------------------------ ---------------------------------------------------------------------------------------- ------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged MM/DD/YYYY
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 instructions to begin MM/DD/YYYY
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
------------------------------ ---------------------------------------------------------------------------------------- ------------
Schedule A-22
------------------------------ ---------------------------------------------------------------------------------------- ------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected to occur. MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- ------------------
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 the borrower. MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- ------------------
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 opinion or 2
appraisal.
----------------------------------------------------------------------------------------------------------------- ------------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs are completed pursuant to a 2
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 Insurance Company. MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- ----------- ------
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
----------------------------------------------------------------------------------------------------------------- ----------- ------
Schedule A-23
----------------------------------------------------------------------------------------------------------------- ----------- ------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
----------------------------------------------------------------------------------------------------------------- ----------- ------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By The Pool Insurer MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- ----------- ------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
----------------------------------------------------------------------------------------------------------------- ----------- ------
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 ($)
----------------------------------------------------------------------------------------------------------------- ----------- ------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- ----------- ------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
----------------------------------------------------------------------------------------------------------------- ----------- ------
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 ($)
----------------------------------------------------------------------------------------------------------------- ----------- ------
MOTION_FOR_RELIEF_DATE The date the Motion for Relief was filed 10 MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- ----------- ------
FRCLSR_BID_AMT The foreclosure sale bid amount 11 No commas(,)
or dollar
signs ($)
----------------------------------------------------------------------------------------------------------------- ----------- ------
FRCLSR_SALE_TYPE The foreclosure sales results: REO, Third Party, Conveyance to HUD/VA
----------------------------------------------------------------------------------------------------------------- ----------- ------
REO_PROCEEDS The net proceeds from the sale of the REO property. No commas(,)
or dollar
signs ($)
----------------------------------------------------------------------------------------------------------------- ----------- ------
BPO_DATE The date the BPO was done.
----------------------------------------------------------------------------------------------------------------- ----------- ------
CURRENT_FICO The current FICO score
----------------------------------------------------------------------------------------------------------------- ----------- ------
HAZARD_CLAIM_FILED_DATE The date the Hazard Claim was filed with the Hazard Insurance Company. 10 MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- ----------- ------
HAZARD_CLAIM_AMT The amount of the Hazard Insurance Claim filed. 11 No commas(,)
or dollar
signs ($)
----------------------------------------------------------------------------------------------------------------- ----------- ------
Schedule A-24
----------------------------------------------------------------------------------------------------------------- ----------- ------
HAZARD_CLAIM_PAID_DATE The date the Hazard Insurance Company disbursed the claim payment. 10 MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- --- --------------
HAZARD_CLAIM_PAID_AMT The amount the Hazard Insurance Company paid on the claim. 11 No commas(,)
or dollar
signs ($)
----------------------------------------------------------------------------------------------------------------- --- --------------
ACTION_CODE Indicates loan status Number
----------------------------------------------------------------------------------------------------------------- --- --------------
NOD_DATE MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- --- --------------
NOI_DATE MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- --- --------------
ACTUAL_PAYMENT_PLAN_START_DATE MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- --- --------------
ACTUAL_PAYMENT_ PLAN_END_DATE
----------------------------------------------------------------------------------------------------------------- --- --------------
ACTUAL_REO_START_DATE MM/DD/YYYY
----------------------------------------------------------------------------------------------------------------- --- --------------
REO_SALES_PRICE Number
----------------------------------------------------------------------------------------------------------------- --- --------------
REALIZED_LOSS/GAIN As defined in the Servicing Agreement Number
----------------------------------------------------------------------------------------------------------------- --- --------------
Exhibit 2: 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:
Schedule A-25
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
Schedule A-26
Exhibit 2: 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
----------------------------------------------------------------------
Schedule A-27
Exhibit 2: 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
--------------------------------------------------------------------------------
Schedule A-28
Exhibit P: 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
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:
Schedule A-29
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 ( ).
Schedule A-30
Calculation of Realized Loss/Gain Form 332
Prepared by: ate: ___________________
-------------------------
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)
(18) Primary Mortgage Insurance/Gov't Insurance HUD Part A ___________(18a)
Schedule A-31
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)
Schedule A-32
Escrow Disbursement Detail
------------ ---------------- ------------------ --------------------- ---------------------- --------------------- ----------------
Type Date Paid Period of Total Paid Base Penalties Interest
(Tax/Ins.) Coverage Amount
------------ ---------------- ------------------ --------------------- ---------------------- --------------------- ----------------
------------ ---------------- ------------------ --------------------- ---------------------- --------------------- ----------------
------------ ---------------- ------------------ --------------------- ---------------------- --------------------- ----------------
------------ ---------------- ------------------ --------------------- ---------------------- --------------------- ----------------
------------ ---------------- ------------------ --------------------- ---------------------- --------------------- ----------------
------------ ---------------- ------------------ --------------------- ---------------------- --------------------- ----------------
------------ ---------------- ------------------ --------------------- ---------------------- --------------------- ----------------
------------ ---------------- ------------------ --------------------- ---------------------- --------------------- ----------------
Schedule A-33
EXHIBIT TWO TO SCHEDULE A
EXHIBIT O
Special Foreclosure Rights Section
----------------------------------
For purposes of this Exhibit O, the term "Subordinate Holder" shall mean
the entity that holds a majority interest in the most subordinated class of
securities issued in the securitization outstanding from time to time.
(a) Prior to taking action with respect to any delinquent Mortgage Loan
that is more than 60 days delinquent, the Company shall notify both the Master
Servicer and the Subordinate Holder of its proposed course of action, but it
shall not take such action unless the Subordinate Holder does not, within a
five-Business Day period, affirmatively object to such action.
(b) If the Subordinate Holder timely and affirmatively objects to an action
or contemplated action of the Company pursuant to section (b) above, then the
Subordinate Holder shall instruct the Master Servicer in writing (with a copy to
the Company) 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 Xxx 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 Subordinate Holder objection. The Subordinate Holder shall be
obligated to provide the Master Servicer with contact information for no less
than five local appraisal firms within three Business Days of receiving the
affirmative objection of the Subordinate Holder. All costs relating to the
computation of the Fair Value Prices shall be for the account of the Subordinate
Holder and shall be paid by the Subordinate Holder at the time that such
Mortgage Loan is purchased by the Subordinate Holder.
(i) If the Master Servicer shall have received three Fair Value Prices
by the expiration of such 30-day period, then the Subordinate Holder shall,
no later than five Business 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 Company 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 (iii) above,
then:
(1) 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
Subordinate Holder shall, no later than five Business Days after the
expiration of such 30-day period, purchase such Mortgage Loan for an amount
Schedule A-34
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 Company against the assignment of the related Mortgage Loan and the
delivery of the related documents on the purchase date.
(2) 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 Subordinate Holder 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 Company against the assignment of the
related Mortgage Loan and the delivery of the related documents on the
purchase date.
(3) If the Master Servicer shall not have received any such Fair
Value Prices by the end of such 30-days period, then the Master Servicer
will determine the Master Servicer Fair Value Price of the Mortgaged
Property related to such Mortgage Loan and the Subordinate Holder 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 Company against the assignment
of the related Mortgage Loan and the delivery of the related documents on
the purchase date.
(4) 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
Subordinate Holder shall pay the Company the positive difference between
the recalculated purchase price, and the price actually paid by it, or (ii)
the Company shall refund to the Subordinate Holder the positive difference
between the purchase price actually paid by the Subordinate Holder, and the
recalculated purchase price.
(c) Notwithstanding anything herein to the contrary, the Subordinate Holder
shall not be entitled to any of its rights set forth herein with respect to a
Mortgage Loan following its failure to purchase such Mortgage Loan at the
purchase price set forth above within the timeframe set forth above following
the Subordinate Holder's objection to an action of the Company, and the Company
shall provide the Master Servicer written notice of such failure.
(d) Any notice, confirmation, instruction or objection pursuant to
paragraph (a) above may be delivered via facsimile or other written or
electronic communication as the parties hereto and the Subordinate Holder may
agree to from time to time.
Schedule A-35
(f) For the avoidance of doubt, the Subordinate Holder's rights set forth
in this Addendum are intended to provide the Subordinate Holder, for so long as
it has not forfeited its right under paragraph (c) hereof as set forth in
paragraph (b) above, with the unilateral right to control foreclosure decisions
in respect of 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 Subordinate Holder purchases any Mortgage Loan
pursuant to this Addendum, the Company will continue to service such Mortgage
Loan in accordance with this Agreement. The parties acknowledge that, in such
event, the Subordinate Holder will have no duty or responsibility to service any
such Mortgage Loan and that the Master Servicer will have no duty or
responsibility to master service any such Mortgage Loan.
(h) In the event that the Subordinate Holder purchases any Mortgage Loan
pursuant to this Addendum, the Company and the Subordinate Holder will work
together in good faith to take any and all actions necessary to effect such
purchase, including, but not limited to, the preparation and execution of any
endorsements or assignments of the Mortgage Loan documents, all at the expense
of the Subordinate Holder.
(i) The Master Servicer shall promptly deliver any written notices that it
receives under subpart (a) of this Addendum to the Subordinate Holder.
Schedule A-36
