EXHIBIT 99.5
FIRST AMENDMENT TO STANDARD TERMS AND PROVISIONS OF
SALE AND SERVICING AGREEMENT
THIS FIRST AMENDMENT TO STANDARD TERMS AND PROVISIONS OF SALE AND SERVICING
AGREEMENT AGREEMENT (this "Amendment") is entered into as of this 30th day of
August, 2006, between RESIDENTIAL FUNDING CORPORATION, as seller and master
servicer (the "Company") and LUMINENT MORTGAGE CAPITAL, INC., MERCURY MORTGAGE
FINANCE STATUTORY TRUST and MAIA MORTGAGE FINANCE STATUTORY TRUST, as the
initial owner (the "Initial Owners").
RECITALS
WHEREAS, the Company and the Initial Owners are parties to that certain
Standard Terms and Provisions of Sale and Servicing Agreement, dated as of March
30, 2006 (the "Existing Agreement", and the Existing Agreement, as amended by
this Amendment, the "Amended Agreement"); and
WHEREAS, each of the Company and the Initial Owners desire to amend the
Existing Agreement as more specifically set forth herein.
NOW THEREFORE, the Company and the Initial Owners hereby agree as follows:
1. The definition of "Monthly Advance" is hereby amended and restated to
read in its entirety as follows:
"Monthly Advance: The aggregate of the advances made by the Company
with respect to any Remittance Date pursuant to Section 4.03, the amount of any
such Monthly Advance being equal to the aggregate of the principal portion of
such Monthly Payments on the Mortgage Loans which were due on the related Due
Date but extended pursuant to Section 3.03 or delinquent (in whole or in part)
as of the close of business on the Business Day next preceding the related
Remittance Date, plus the interest portion of such Monthly Payments adjusted to
the related Mortgage Loan Remittance Rates, and less the amount of any advances
which the Company has determined would constitute Nonrecoverable Monthly
Advances, if made; provided, however, that, with respect to any Pay Option ARM
Mortgage Loan, the amount of any such Monthly Advance shall be equal to the
Minimum Monthly Payment on such Pay Option ARM Mortgage Loan which was due on
the related Due Date but extended pursuant to Section 3.03 or delinquent (in
whole or in part) as of the close of business on the Business Day next preceding
the related Remittance Date, less the amount of such advance which the Company
has determined would constitute a Nonrecoverable Monthly Advance if made."
2. Except as expressly set forth herein, the Existing Agreement remains
unmodified and in full force and effect. After the date hereof, all references
in the Amended Agreement to "this Agreement", "hereof", "herein" or words of
similar effect shall be deemed to be references to the Amended Agreement.
3. This Amendment may be executed in counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
4. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly
executed by its officer thereunto duly authorized as of the date first above
written.
RESIDENTIAL FUNDING CORPORATION
By:
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Name:
Title:
LUMINENT MORTGAGE CAPITAL, INC.,
By:
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Name:
Title:
MERCURY MORTGAGE FINANCE STATUTORY TRUST
By:
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Name:
Title:
MAIA MORTGAGE FINANCE STATUTORY TRUST
By:
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Name:
Title:
