Exhibit 99.8
RECONSTITUTED SERVICING AGREEMENT
Luminent Mortgage Trust 2006-7
This Reconstituted Servicing Agreement, dated as of December 27, 2006 (this
"Agreement"), is by and among AURORA LOAN SERVICES LLC. ("Aurora" or the
"Servicer"), XXXXX ASSET SECURITIZATION, INC. ("Xxxxx" or the "Depositor"), MAIA
MORTGAGE FINANCE STATUTORY TRUST ("Maia" or the "Seller") and XXXXX FARGO BANK,
N.A., as master servicer (in such capacity, the "Master Servicer") and
securities administrator (in such capacity, the "Securities Administrator"), and
is acknowledged by HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the
"Trustee") and XXXXXX CAPITAL, A DIVISION OF XXXXXX BROTHERS HOLDINGS INC., as
servicing rights owner (the "Servicing Rights Owner").
RECITALS
WHEREAS, the Seller has conveyed the mortgage loans listed on Exhibit Two
hereto (the "Serviced Loans") to the Depositor, and the Depositor in turn has
conveyed the Serviced Loans to the Trustee, all pursuant to a pooling agreement,
dated as of December 1, 2006 (the "Pooling Agreement"), among the Seller, the
Depositor, the Master Servicer, the Securities Administrator and the Trustee;
WHEREAS, the Serviced Loans are currently being serviced by the Servicer
for the Seller pursuant to a Flow Servicing Agreement, dated as of November 1,
2006 (the "Servicing Agreement"), among Aurora, as servicer, the Servicing
Rights Owner, Luminent Mortgage Capital, Inc., the Seller and Mercury Mortgage
Finance Statutory Trust, as Purchasers, a copy of which is annexed hereto as
Exhibit Three;
WHEREAS, the Seller desires that the Servicer continue to service the
Serviced Loans and the Servicer has agreed to do so, subject to the rights of
the Master Servicer to terminate the rights and obligations of the Servicer
hereunder as set forth herein and to the other conditions set forth herein;
WHEREAS, Section 12.11 of the Servicing Agreement ("Assignment by
Purchaser") provides that, subject to certain conditions set forth therein, the
Purchaser may assign the Servicing Agreement with respect to some or all of the
Mortgage Loans, and without limiting the foregoing, the Servicer has agreed in
Article IX ("Whole Loan Transfers and Securitization Transactions") and in
Section 12.13 of the Servicing Agreement ("Further Agreements") to enter into
additional documents, instruments or agreements as may be reasonably necessary
in connection with any Whole Loan Transfers or Securitization Transactions
contemplated by the Seller pursuant to the Servicing Agreement;
WHEREAS, the Seller and Servicer agree that (a) the transfer of the
Serviced Loans from the Seller to the Depositor and from the Depositor to the
Trustee pursuant to the Pooling Agreement constitutes a Securitization
Transaction and a Public Securitization Transaction and (b) this Agreement shall
constitute a Reconstitution Agreement (each as defined in the Servicing
Agreement) in connection with such Securitization Transaction and Public
Securitization Transaction that shall govern the Serviced Loans for so long as
such Serviced Loans remain subject to the provisions of the Pooling Agreement;
WHEREAS, the Master Servicer and any successor master servicer shall be
obligated, among other things, to supervise the servicing of the Serviced Loans
on behalf of the Trustee and the Trust Fund, and shall have the right to
terminate the rights and obligations of the Servicer upon the occurrence and
continuance of an Event of Default under the Servicing Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used and not defined in this Agreement (including Exhibit
One hereto) shall have the meanings ascribed to them in the Servicing Agreement.
ARTICLE II
SERVICING
The Servicer agrees, with respect to the servicing of the Serviced Loans,
to perform and observe the duties, responsibilities and obligations that are to
be performed and observed by the Servicer under the provisions of the Servicing
Agreement, except as otherwise provided herein, and that the provisions of the
Servicing Agreement (including any provisions therein modified by this
Agreement), are and shall be a part of this Agreement to the same extent as if
set forth herein in full.
ARTICLE III
TRUST CUT-OFF DATE
The parties hereto acknowledge that by operation of Section 5.01 to the
Servicing Agreement ("Remittances"), the remittance on January 18, 2007 to be
made to the Luminent Mortgage Trust 2006-7 Trust (the "Trust Fund") is to
include all principal and interest collections due after December 1, 2006 (the
"Trust Cut-off Date"), and for the Due Period immediately preceding January 18,
2007, but exclusive of any portion thereof allocable to a period prior to the
Trust Cut-off Date, and taking into account the adjustments specified in the
first paragraph of Section 5.01 to the Servicing Agreement (as modified by this
Agreement).
ARTICLE IV
SERVICING FEE
The Servicing Fee Rate for the Serviced Loans shall be equal to 0.25% per
annum (the "Servicing Fee Rate"). The Servicing Fee shall be payable monthly
2
from the interest portion of the related Monthly Payment collected by the
Servicer or as otherwise provided in the Servicing Agreement.
ARTICLE V
RECOGNITION OF THE MASTER SERVICER AND THE TRUST FUND
(a) From and after the date hereof, the Servicer, and any successor
servicer hereunder, shall be subject to the supervision of the Master Servicer,
which Master Servicer shall be obligated to enforce the Servicer's obligation to
service the Serviced Loans in accordance with the provisions of this Agreement.
The Servicer shall recognize the Trust Fund as the owner of the Serviced Loans,
and the Servicer will service the Serviced Loans for the Trust Fund as if the
Trust Fund and the Servicer had entered into a separate servicing agreement for
the servicing of the Serviced Loans in the form of the this Agreement. Pursuant
to the Pooling Agreement, the Master Servicer and the Trustee shall have the
same rights (but not the obligations, except to the extent expressly set forth
in the Pooling Agreement) as the Purchaser under the Servicing Agreement to
enforce the obligations of the Servicer, including, without limitation, in the
case of the Trustee, the enforcement of (i) the document delivery requirements
set forth in Section 2.02 ("Custodial Agreement; Delivery of Documents") of the
Servicing Agreement and (ii) remedies with respect to representations and
warranties made by the Servicer in the Servicing Agreement, and, in the case of
the Master Servicer, shall be entitled to enforce all of the obligations of the
Servicer thereunder insofar as they relate to the Serviced Loans. The Servicer
shall look solely to the Trust Fund for performance of any obligations of the
Purchaser under this Agreement and the Trust Fund hereby assumes such
obligations. All references to the Purchaser under the Servicing Agreement
insofar as they relate to the Serviced Loans that have not otherwise been
modified under this Agreement shall be deemed to refer to the Trust Fund. No
party to the Servicing Agreement shall amend or agree to amend, modify, waive,
or otherwise alter any of the terms or provisions of the Servicing Agreement,
which amendment, modification, waiver or other alteration would in any way
materially affect the Serviced Loans or the Servicer's performance under the
Servicing Agreement with respect to the Serviced Loans without the prior written
consent of the Trustee and the Master Servicer or which would materially and
adversely affect the interests of the certificateholders in the Serviced Loans.
(b) The Master Servicer shall be entitled to terminate the rights and
obligations of the Servicer under this Agreement as provided in Section 10.01
("Events of Default") of the Servicing Agreement. Notwithstanding anything
herein to the contrary, in no event shall the Master Servicer be required to
assume any of the obligations of the Purchaser under the Servicing Agreement;
and in entering into this Agreement, in connection with the performance by the
Master Servicer of any duties it may have hereunder, and in the exercise by the
Master Servicer of its rights, the parties and other signatories hereto agree
that the Master Servicer shall be entitled to all of the rights, protections and
limitations of liability, immunities and indemnities afforded to the Master
Servicer under the Pooling Agreement. Without limitation of the foregoing, any
provision of the Servicing Agreement requiring the Seller or the Trust Fund, as
Purchaser under the Servicing Agreement, to reimburse the Servicer for any costs
or expenses shall be satisfied by the Servicer's reimbursement of such costs or
expenses from the Custodial Account.
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(c) A copy of all assessments, attestations, reports and certifications
required to be delivered by the Servicer under this Agreement and the Servicing
Agreement shall be delivered to the Master Servicer by the date(s) specified
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.
(d) Notwithstanding anything in this Agreement to the contrary, it is
understood that the Servicer shall not be obligated to defend, indemnify or hold
harmless the Master Servicer, the Securities Administrator, the Trust Fund, the
Seller, the Trustee or the Depositor against any losses, damages, penalties,
fines, forfeitures, judgments or any related costs including, without
limitation, legal fees and costs, arising out of or resulting from (i) actions
or omissions of the Servicer which were taken or omitted upon the instruction or
direction (whether actual or constructive) of the Master Servicer or another
designee of the Trust Fund designee's or (ii) the failure of the Master
Servicer, the Trust Fund or any other designee of the Trust Fund to perform the
obligations of the "Purchaser" under the Servicing Agreement.
ARTICLE VI
WARRANTIES
The Seller and the Servicer mutually warrant and represent that, with
respect to the Serviced Loans, the Servicing Agreement is in full force and
effect as of the date hereof and has not been amended or modified in any way
with respect to the Serviced Loans, except as set forth herein, and no notice of
termination has been given thereunder.
ARTICLE VII
REPRESENTATIONS
The Servicer hereby represents and warrants for the benefit of the
Depositor, the Trustee and the Trust Fund, that the representations and
warranties set forth in Section 3.01 ("Servicer Representations and Warranties")
of the Servicing Agreement are true and correct as of December 27, 2006 (the
"Reconstitution Date"), as if such representations and warranties were made on
such date.
ARTICLE VIII
ASSIGNMENT
The Servicer hereby acknowledges that the rights of the Seller as Purchaser
under the Servicing Agreement are hereby assigned to the Depositor, and such
rights are being assigned by the Depositor to the Trustee on behalf of the Trust
Fund as of the Reconstitution Date. In addition, the Trust Fund has made, or
intends to make, a REMIC election. The Servicer hereby consents to such
assignment and assumption and acknowledges the Trust Fund's REMIC election.
4
ARTICLE IX
[RESERVED]
ARTICLE X
NOTICES AND REMITTANCES
(a) All notices, consents, certificates, reports and certifications
(collectively, "Written Information") required to be delivered to the Purchaser
under the Servicing Agreement and under this Agreement shall be delivered to the
Master Servicer at the following address:
Xxxxx Fargo Bank, N.A.
X.X. Xxx 00
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Group, Luminent 2006-7
(or in the case of overnight deliveries,
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 21045)
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(b) All amounts required to be remitted or distributed by the Servicer to
the Purchaser under the Servicing Agreement and under this Agreement shall be on
a scheduled/scheduled basis and shall be made to the following wire account:
Xxxxx Fargo Bank, N.A.
ABA#: 000-000-000
Account Name: SAS CLEARING
Account Number: 0000000000
For further credit to: Luminent 2006-7, Account #00000000
(c) All Written Information required to be delivered to the Trustee under
the Servicing Agreement and under this Agreement shall be delivered to the
Trustee at the following address:
HSBC Bank USA, National Association
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Trustee Luminent Mortgage Trust 2006-7
(d) All Written Information required to be delivered to the Depositor under
the Servicing Agreement and under this Agreement shall be delivered to the
Depositor at the following address:
5
Xxxxx Asset Securitization, Inc.
000 Xxxxxxxxxx Xx., 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxxxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(e) All demands, notices and communications required to be delivered to the
Servicer under the Servicing Agreement and this Agreement shall be in writing
and shall be deemed to have been duly given if personally delivered at or mailed
by registered mail, postage prepaid, as follows:
Aurora Loan Services LLC
00000 Xxxx Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx, 00000
Attention: Xxx Xxxxxx, Luminent 2006-7
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Aurora Loan Services LLC
000 Xxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxxxxx, Xxxxxxxx 00000
Attention: Manager, Loan Administration (Luminent 2006-7)
Tel: (000) 000-0000
Fax: (000) 000-0000
ARTICLE XI
GOVERNING LAW
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
ARTICLE XII
AMENDMENT
The parties hereto hereby acknowledge and agree that this Agreement shall
not be amended without the consent of the Servicer and the Seller.
6
ARTICLE XIII
COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
when so executed shall be deemed to be an original, but all of which
counterparts shall together constitute but one and the same instrument.
ARTICLE XIV
RECONSTITUTION
The Servicer and the Seller agree that this Agreement is a Reconstitution
Agreement executed in connection with a Securitization Transaction and that
December 27, 2006 is the Reconstitution Date.
ARTICLE XV
LIMITED ROLE OF THE TRUSTEE
The Trustee shall have no obligations or duties under this Agreement except
as expressly set forth herein. No implied duties on the part of the Trustee
shall be read into this Agreement. Nothing herein shall be construed to be an
assumption by the Trustee of any duties or obligations of any party to this
Agreement or the Servicing Agreement, the duties of the Trustee being solely
those set forth in the Pooling Agreement. The Trustee is entering into this
Agreement solely in its capacity as Trustee under the Pooling Agreement and not
individually, and there shall be no recourse against the Trustee in its
individual capacity hereunder or for the payment of any obligations of the Trust
or the Trust Fund.
7
IN WITNESS WHEREOF, the Servicer, the Seller, the Depositor, the Master
Servicer, the Securities Administrator and the Trustee have caused their names
to be signed hereto by their respective officers thereunto duly authorized as of
the day and year first above written.
AURORA LOAN SERVICES LLC, as Servicer
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
MAIA MORTGAGE FINANCE STATUTORY
TRUST, as Seller
By: /s/ Xxxxxxxxxxx X. Xxxx
-----------------------
Name Xxxxxxxxxxx X. Xxxx
Title: Trustee & President
XXXXX ASSET SECURITIZATION, INC., as
Depositor
By: /s/ X. Xxxxxxxxx Xxxxx
----------------------
Name: X. Xxxxxxxxx Xxxxx
Title: President
XXXXX FARGO BANK, N.A., as Master Servicer
and Securities Administrator
By: /s/ Xxx Xxxxx
-------------
Name: Xxx Xxxxx
Title: Vice President
Agreed to and Acknowledged By:
HSBC BANK USA, NATIONAL ASSOCIATION
not in its individual capacity, but solely as Trustee for
Luminent Mortgage Trust 2006-7 under the Pooling
Agreement
By: /s/ Xxxxx Xxxxx
---------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
Signature Page (1 of 2) to
Aurora Reconstituted Servicing Agreement - Luminent 2006-7
XXXXXX CAPITAL, A DIVISION OF XXXXXX
BROTHERS HOLDINGS INC., as Servicing Rights
Owner
By: /s/ Xxxxxxx X. XxXxxxx
----------------------
Name: Xxxxxxx X. XxXxxxx
Title: Vice President
Signature Page (2 of 2) to
Aurora Reconstituted Servicing Agreement - Luminent 2006-7
EXHIBIT ONE
Modifications to the Servicing Agreement
----------------------------------------
The Servicer and Seller hereby amend the Servicing Agreement with respect
to the Assigned Loans as follows:
(a) The definition of "Business Day" in Article I is hereby deleted in its
entirety and replaced with the following:
Business Day: Any day other than a Saturday or Sunday, or a day on
which banks and savings and loan institutions in the State of California,
the State of Colorado, the State of Maryland, the State of Minnesota, the
State of Nebraska or the State of New York are authorized or obligated by
law or executive order to be closed.
(b) A new definition of Custodial Agreement is hereby added to Article I as
follows
Custodial Agreement: The Custodial Agreement, dated as of December 1,
2006, by and between the Trustee and the Custodian, as amended or modified
from time to time.
(c) A new definition of Custodian is hereby added to Article I as follows:
Custodian: Xxxxx Fargo Bank, N.A., or its successor in interest or
assigns in its capacity as custodian under the Custodial Agreement.
(d) The definition of "Insurance Proceeds" in Article I is hereby amended
by adding the language ", including any PMI Policy and any LPMI Policy," after
the text "insurance proceeds".
(e) A new definition of LPMI Policy is hereby added to Article I as
follows:
LPMI Policy: Any PMI Policy with respect to a Mortgage Loan, the
premiums of which are paid by someone other than the Mortgagor from its own
funds, without reimbursement.
(f) The definitions of "Master Servicer" in Article I and in Exhibit H are
deleted in their entirety and replaced with the following:
Master Servicer: Xxxxx Fargo Bank, N.A. and its successors and assigns
in its capacity as master servicer pursuant to that certain pooling
agreement, dated as of December 1, 2006, among Maia Mortgage Finance
Statutory Trust, as seller, Xxxxx Asset Securitization, Inc., as depositor,
Xxxxx Fargo Bank, N.A., as master servicer and securities administrator,
and HSBC Bank USA, National Association, as trustee.
(g) The definition of "Opinion of Counsel" in Article I is hereby deleted
in its entirety and replaced with the following:
Exhibit One-1
Opinion of Counsel: A written opinion of counsel, who may be an
employee of the Servicer, that is reasonably acceptable to the Trustee and
the Master Servicer provided that any Opinion of Counsel relating to (a)
qualification of the Mortgage Loans in a REMIC or (b) compliance with the
REMIC Provisions, must be an opinion of counsel reasonably acceptable to
the Trustee, the Master Servicer and the Depositor who (i) is in fact
independent of the Servicer, (ii) does not have any material direct or
indirect financial interest in the Servicer or in any affiliate of any such
entity and (iii) is not connected with the Servicer as an officer,
employee, director or person performing similar functions.
(h) The definition of Prepayment Premium in Article I is hereby amended to
read as follows:
Prepayment Premium: Payments received on a Mortgage Loan as a result of a
Principal Prepayment hereon, not otherwise due thereon in respect of
principal or interest, which shall be retained by the Servicer.
(i) The first sentence of paragraph (a) of Section 4.01 ("Servicer to Act
as Servicer") is hereby amended as follows: by deleting the text "as
applicable".
(j) Section 4.02 ("Liquidation of Mortgage Loans") is hereby amended by
inserting the text " and LPMI Policy" immediately following "PMI Policy".
(k) The first sentence of Section 4.04 ("Establishment of and Deposits to
Custodial Account") is hereby amended as follows: by deleting the text following
the word "titled" in the first sentence of the first paragraph and adding in
lieu thereof "Aurora Loan Services LLC, in trust for the Trustee of Luminent
Mortgage Trust 2006-7".
(l) The first sentence of the fourth paragraph of Section 4.04
("Establishment of and Deposits to Custodial Account") is hereby amended as
follows: by inserting the text "in the name of the Purchaser" immediately
following "Permitted Investments".
(m) The first sentence of Section 4.06 ("Establishment of and Deposits to
Escrow Accounts") is hereby amended by deleting the text following the word
"titled" in the first sentence of the first paragraph and inserting in lieu
thereof the text "Aurora Loan Services LLC, in trust for the Trustee of Luminent
Mortgage Trust 2006-7".
(n) A new paragraph is inserted immediately following the second paragraph
of Section 4.08 ("Payment of Taxes, Insurance and Other Charges") as follows:
Serviced Loans with an LTV =>74.1% and =<80% as noted on the schedule
attached as Exhibit Four of the Reconstitution Agreement will be covered by
a Master Lender-Paid LPMI Policy issued by Triad Guaranty Insurance
Corporation ("Triad"). The Servicer shall not take any action that would
result in non-coverage under such policy which, but for the actions of the
Servicer, would have been covered thereunder. In connection with its
activities as servicer, the Servicer agrees to prepare and present, on
behalf of itself and the Trust Fund, claims to Triad under such policy in a
timely fashion in accordance with the terms of such policy and, in this
regard, to take such action as shall be necessary to permit recovery under
Exhibit One-2
such policy respecting a defaulted serviced loan. Any amounts collected by
the Servicer under such policy shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05 (as if such funds related to
a PMI Policy).
(o) [Reserved]
(p) Article V ("Payments to Purchaser") is hereby amended by replacing each
reference to "Purchaser" with "Master Servicer".
(q) Section 7.03 ("Cooperation with Third-party Service Providers") is
hereby amended by inserting the text "engaged after the Closing Date of a
securitization" immediately following "such third-party service providers".
(r) The first paragraph of Section 8.01 ("Indemnification; Third Party
Claims") is hereby amended by inserting " and the Master Servicer" immediately
following each reference to "Purchaser".
(s) The first sentence of Section 8.03 ("Limitation on Liability of
Servicer and Others") is hereby amended by deleting the text "Breach" and
replacing such text with the following: "breach of the Servicer's
representations and warranties made under this Agreement that materially and
adversely affect the interests of the Trustee."
(t) Section 8.04 ("Limitation on Resignation and Assignment by Servicer")
is hereby amended by replacing each reference to "Purchaser" with "Master
Servicer".
(u) Section 10.01 ("Events of Default") is hereby amended by:
(i) replacing each reference to "Purchaser" or "Purchasers" with "the
Master Servicer";
(ii) adding a new sentence at the end thereof to read as follows: "The
Master Servicer shall provide notice to the Servicing Rights Owner when it
gives any notice to the Servicer pursuant to this Section 10.01, Section
10.2 or Section 11.01."
(iii) by deleting the text "failure by the Servicer duly to observe or
perform its obligations pursuant to Exhibit H as set forth therein" in
paragraph (ii);
(iv) by deleting the sentence "If the Servicer obtains knowledge of an
Event of Default, the Servicer shall promptly notify the Purchasers."
(v) Section 10.02 ("Waiver of Defaults") is hereby amended by replacing the
reference to "the Purchasers" with "the Master Servicer".
(w) Section 11.01 ("Termination") is hereby amended by replacing each
reference to "Purchaser" or "Purchasers" with "Master Servicer".
Exhibit One-3
(x) The second paragraph of Section 11.01 ("Termination") is hereby deleted
in its entirety and replaced with the following:
"Upon the termination of the Servicer pursuant to Section 10.01
("Events of Default"), the Servicing Rights Owner shall be entitled, for a
period of 30 days following such termination, to select a successor
servicer, subject to the reasonable consent of the Master Servicer, which
shall not unreasonably withheld, conditioned or delayed; provided, until
such successor servicer is fully vested as servicer in accordance with
Section 12.02 ("Successor to Servicer"), the Servicing Rights Owner shall
be responsible for any and all financial obligations of the Servicer to the
Purchaser under this Agreement (including, without limitation, the
obligations to make Monthly Advances). If a successor servicer shall not
have been appointed within 30 days following the termination date as
provided above, all rights of the Servicing Rights Owner under this
Agreement to terminate the Servicer and appoint a successor servicer shall
terminate and cease. If the Servicing Rights Owner elects not to select a
successor servicer, it shall provide notice of such election to the Master
Servicer, and the Master Servicer shall not be responsible for any and all
financial obligations of the Servicer (including, without limitation, the
obligations to make Monthly Advances) to the Purchaser in respect of the
Servicing Rights Owner's election not to select a successor servicer until
such notice is received.
Unless the rights of the Servicing Rights Owner have terminated and
ceased pursuant to the preceding paragraph, the Servicing Rights Owner
shall have the right to terminate the Servicer's rights and obligations as
servicer under this Agreement upon 60 days notice and upon appointment of a
successor servicer, subject to the consent of the Master Servicer, which
consent shall not be unreasonably withheld, conditioned or delayed. With
respect to a termination pursuant to the previous sentence, the Servicer
shall not be entitled to a termination fee."
(y) Section 11.02 ("Termination Without Cause") is hereby deleted in its
entirety.
(z) Section 12.01 ("Successor to Servicer") is hereby amended as follows:
(i) the text "pursuant to Sections 8.04, 10.01, 11.01(ii) or pursuant
to Section 11.02" is deleted and replaced with "pursuant to Sections 8.04,
10.01 or 11.01(ii)"
(ii) the text "Unless the Servicer is terminated pursuant to Section
11.02," in the fourth paragraph is deleted and the word "the" immediately
following this deleted text is deleted and replace with "The".
(aa) Section 12.01 ("Successor to Servicer") is hereby amended as follows:
(i) with the exception of the second paragraph, by replacing each
reference to the "Purchaser" with "the Master Servicer"; and
(ii) by replacing each reference to the "Purchaser" in the second
paragraph with "the Master Servicer and the Trustee.
Exhibit One-4
(iii) The reference to "Sections 8.04, 10.01, 11.01(ii) or pursuant to
Section 11.02" in the first paragraph is deleted and replaced with
"Sections 8.04, 10.01, or 11.01(ii)".
(bb) The text of Section 12.02 ("Amendment") is hereby amended to read as
follows:
This Agreement may be amended only by written agreement signed by the
Servicer, the Depositor, the Master Servicer, Maia Mortgage Finance
Statutory Trust, the Trustee and the Servicing Rights Owner. The party
requesting such amendment shall, at its own expense, provide the Depositor,
the Master Servicer and the Trustee with an Opinion of Counsel that (i)
such amendment is permitted under the terms of this Agreement, (ii)
Servicer has complied with all applicable requirements of this Agreement,
and (iii) such Amendment will not materially adversely affect the interest
of the certificateholders in the Serviced Loans.
(cc) The text of the second paragraph of Section 2.01 ("Intent of the
Parties; Reasonableness") of Exhibit H is hereby amended by inserting the text
"(where request is expressly required)" immediately following "other
performance" in the first sentence of the paragraph and immediately following
"comply with requests" in the second sentence of the paragraph.
(dd) Paragraph (b) of Section 2.03 ("Information to Be Provided by the
Servicer") of Exhibit H is hereby deleted in its entirety and replaced with the
following:
For the purpose of satisfying the reporting obligation under the
Exchange Act with respect to any class of asset-backed securities, the
Servicer shall (or shall cause each Subservicer to) (i) provide
commercially reasonable notice to the Purchaser, any Master Servicer and
any Depositor in writing of (A) any material legal proceedings pending
against the Servicer or any Subservicer (or known to be contemplated by
governmental authorities against such parties), (B) any affiliations (of a
type described in Item 1119 of Regulation AB) that develop following the
closing date of a Securitization Transaction between the Servicer or any
Subservicer and any of the parties specified in clause (D) of paragraph (a)
of this Section (and any other parties identified in writing by the
requesting party) with respect to such Securitization Transaction, (C) any
Event of Default under the terms of any applicable Reconstitution
Agreement, (D) [reserved], and (E) the Servicer's entry into an agreement
with a Subservicer to perform or assist in the performance of any of the
Servicer's obligations under any applicable Reconstitution Agreement and
(ii) provide to the Purchaser and any Depositor a description of such
proceedings or affiliations.
(ee) [Reserved]
(ff) The text of Section 2.05 ("Report on Assessment of Compliance and
Attestation") of Exhibit H is hereby amended as follows:
(i) the text "and deliver" in paragraph (a)(3) is deleted and replaced
with ", to deliver".
Exhibit One-5
(ii) the reference to "(a)(iv)" is hereby deleted and replaced with
"(b)".
(gg) The text of paragraph (a) under Section 2.06 ("Use of Subservicers and
Subcontractors") of Exhibit H is hereby amended as follows:
(i) the reference to "Sections 2.02, 2.03( c), (e), (f) and (g)" is
deleted and replaced with "Sections 2.02, 2.03( c), (d) and (e)".
(ii) the reference to "such Subservicer under Section 2.03(d)" is
hereby deleted and replaced with "such Subservicer under Section 2.03(b)".
(hh) [Reserved]
(ii) The text of Section 2.08 ("Third Party Beneficiary") of Exhibit H is
hereby deleted in its entirety and replaced as follows:
Notwithstanding any provision herein to the contrary, the parties to
this Agreement agree that it is appropriate, in furtherance of the intent
of such parties as set forth in this Article II with respect to the
Serviced Loans under a related Reconstitution Agreement, 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
Exhibit H to the extent of such provisions. In connection therewith, the
Trustee, Master Servicer and the Depositor each shall have the same rights
and remedies to enforce the provisions of this Exhibit H as if each were a
party to this Agreement. Notwithstanding the foregoing, all rights and
obligations of the Trustee, the Master Servicer and the Depositor hereunder
(other than the right to indemnification and the indemnification
obligations, as applicable) shall terminate upon termination of such
Reconstitution Agreement.
(jj) Exhibit B of Exhibit H is hereby amended by replacing "[the Servicer]
[Name of Subservicer]" in the introductory paragraph with "the Servicer".
(kk) Exhibit E ("Monthly Remittance Advice") is hereby amended by inserting
Exhibit Five hereto ("Supplemental Reg AB Reporting") immediately after the row
entitled "Investor Number" on page E-9 of Exhibit E to the Agreement.
Exhibit One-6
EXHIBIT TWO
List of Serviced Loans
----------------------
(To be retained in a separate closing binder entitled "Luminent 2006-7 Mortgage
Loan Schedule" at the Washington DC office of Hunton & Xxxxxxxx LLP)
Exhibit Two-1
EXHIBIT THREE
Servicing Agreement
-------------------
(As retained on file with the Washington DC office of Hunton & Xxxxxxxx LLP)
Exhibit Three-1
EXHIBIT FOUR
Master Lender-Paid Private Mortgage Insurance Policy Mortgage Loans
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(As retained on file with the Washington DC office of Hunton & Xxxxxxxx LLP)
Exhibit Four-1
EXHIBIT FIVE
Supplemental Reg AB Reporting
-----------------------------
Supplemental
REG AB File
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Column Name Description Decimal Format Comment
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LOAN_NBR A unique identifier assigned to each loan by the investor.
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SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This
may be different than the LOAN_NBR.
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SER_INVESTOR_NBR A value assigned by the Servicer to define a group of loans.
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ACTION_CODE The standard FNMA numeric code used to indicate the Action Code Key: 60=PIF,
default/delinquent status of a particular loan. 63=Substitution, 65=Repurchase
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MOD_DATE The effective Date of the Modification for the loan. MM/DD/YYYY
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MOD_TYPE The Modification Type. Key to be Determined, we are
currently considering the following
items: L = Loss Mitigation, S =
Soldiers & Sailors Relief Act, M =
Maturity Date Extension
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PREPAY_PENALTY_ The prepayment penalty amount for the loan due to the 2 No commas(,) or dollar signs ($)
WAIVED trustee, but waived by the servicer.
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