Exhibit 99.12
RECONSTITUTED SERVICING AGREEMENT
Luminent Mortgage Trust 2006-7
This Reconstituted Servicing Agreement, dated as of December 27, 2006 (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 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 an Assignment, Assumption and Recognition Agreement,
dated as of December 1, 2006, among Wachovia Bank, National Association, as
assignor, the Servicer, as servicer, and the Seller, as assignee, which
agreement references the Master Purchase and Servicing Agreement, dated as of
May 1, 2006 (the "Master Agreement") and the Agreement (Compliance with
Regulation AB), dated as of April 17, 2006, in each case by and between the
Servicer and Wachovia Bank, National Association (all three agreements
collectively, the "Servicing Agreement"), copies of which are annexed hereto as
Exhibits X-0, X-0 and A-3;
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 2006-7 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 December 27, 2006 is the
Reconstitution Date.
5. Trust Cut-off Date. The parties hereto acknowledge that the Trust
Cut-Off Date is December 1, 2006.
6. 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.
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7. 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 2006-7
(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 2006-7, 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: Trustee Luminent Mortgage Trust 2006-7
(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:
Xxxxx Asset Securitization, Inc.
000 Xxxxxxxxxx Xx., 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxxxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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(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
8. 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.
9. Successors and Assigns. This Agreement shall inure to the benefit of the
successors and assigns of the parties hereto.
10. 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.
11. 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.
12. 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.
[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/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
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 - National City Reconstituted Servicing Agreement
- Luminent 2006-7]
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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
MASTER PURCHASE AND SERVICING AGREEMENT
(As retained on file with the Washington, DC office of Hunton & Xxxxxxxx LLP)
Exhibit X-0-0
XXXXXXX X-0
AGREEMENT (COMPLIANCE WITH REGULATION AB)
(As retained on file with the Washington, DC office of Hunton & Xxxxxxxx LLP)
Exhibit A-2-2
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" in Article I is hereby amended in
its entirety to read as follows:
Eligible Account: Any of
(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: January 18, 2007.
(e) The definition of "Loss Mitigation Alternatives" in Article I is hereby
deleted.
(f) A new definition of "Master Servicer" is hereby added to Article I
immediately following the definition of "Margin" to read as follows:
Master Servicer: Xxxxx Fargo Bank, N.A. or any successor thereto.
(g) 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.
(h) A new definition of "Officer's Certificate" is hereby added to Article
I immediately following the definition of "OCC" 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.
(i) 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.
(j) The definition of "Permitted Investments" in Article I is hereby
amended in its entirety to read as follows:
Schedule A-2
Permitted Investments: Any one or more of the following obligations or
securities held in the name of the trustee for the benefit of the
certificateholders acquired at a purchase price of not greater than par,
regardless of whether issued or managed by the depositor, the trustee, the
master servicer, the securities administrator or any of their respective
affiliates or for which an affiliate serves as an advisor, will be
considered a permitted investment:
(i) direct obligations of, or obligations fully guaranteed as to
timely payment of principal and interest by, the United States or any
agency or instrumentality thereof, provided such obligations are backed by
the full faith and credit of the United States;
(ii) (A) demand and time deposits in, certificates of deposit of,
bankers' acceptances issued by or federal funds sold by any depository
institution or trust company (including the trustee, the securities
administrator or the master servicer or their agents acting in their
respective commercial capacities) incorporated under the laws of the United
States of America or any state thereof and subject to supervision and
examination by federal and/or state authorities, so long as, at the time of
such investment or contractual commitment providing for such investment,
such depository institution or trust company or its ultimate parent has a
short-term unsecured debt rating in one of the two highest available rating
categories of each rating agency rating the certificates and (B) any other
demand or time deposit or deposit account that is fully insured by the
FDIC;
(iii) repurchase obligations with respect to any security described in
clause (i) above and entered into with a depository institution or trust
company (acting as principal) rated A or higher by the rating agencies
rating the certificates;
(iv) securities bearing interest or sold at a discount that are issued
by any corporation incorporated under the laws of the United States of
America, the District of Columbia or any State thereof and that are rated
by each rating agency rating the certificates in its highest long-term
unsecured rating categories at the time of such investment or contractual
commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations) that is rated by each rating
agency rating the certificates in its highest short-term unsecured debt
rating available at the time of such investment;
(vi) units of money market funds (which may be 12b-l funds, as
contemplated by the Commission under the Investment Company Act of 1940)
registered under the Investment Company Act of 1940 including funds managed
or advised by the trustee, the master servicer, the securities
administrator or an affiliate thereof having the highest applicable rating
from each rating agency rating such funds; and
(vii) if previously confirmed in writing to the trustee, any other
demand, money market or time deposit, or any other obligation, security or
Schedule A-3
investment, as may be acceptable to each rating agency rating the
certificates in writing as a permitted investment of funds backing
securities having ratings equivalent to its highest initial rating of the
senior certificates;
In each case (other than clause (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.
(k) 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.
(l) 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".
(m) The definition of "Servicer Guide" in Article I and all references
thereto in the Servicing Agreement are hereby deleted in their entirety.
(n) A new subsection 3.1(qqq) is hereby added to read as follows:
"(qqq) Each Mortgage Loan constitutes a "qualified mortgage" under
Section 860G(a)(3) of the Code and Treasury Regulation Section
1.860G-2(a)(1)."
(o) Subsection 3.3 (Repurchase and Substitution) is hereby amended as
follows:
(i) by removing "at the option of the Purchaser," in paragraph (b)
(ii) by replacing all references to "the Purchaser" in paragraph (f)
with "Maia, the Depositor, the Trustee, the Trust Fund and the Master
Servicer" and
(iii) by replacing all references to "the Purchaser" in paragraph (g)
with "the Depositor, the Trustee, the Trust Fund or the Master Servicer."
Schedule A-4
(iv) by inserting ", at the Purchaser's option," immediately following
"the Seller shall" in paragraphs (h) and (i).
(p) Section 4.1 (Seller to Act as Servicer) is hereby amended as follows:
(i) by adding the following proviso after the first sentence of
paragraph (a) to read as follows:
provided, however, that the Servicer 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 Seller 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 removing the words "and the Servicer Guide" from the first
sentence of paragraph (a), and the words "or the Servicer Guide" from the
last sentence of paragraph (a).
(iii) by deleting the text "(to the extent approved by the Purchaser")
from paragraph (d).
(iv) by adding the following language as the first sentence of
paragraph (f): "Any Sub-Servicing 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."
(q) Section 4.2 (Liquidation of Mortgage Loans) is hereby amended as
follows:
(i) by removing the words "and the Servicer Guide" from the first
sentence of paragraph (a), and the words "in accordance with the
requirements of the Servicer Guide" from the third sentence of paragraph
(a).
(ii) by deleting paragraph (b) in its entirety and by the existing
paragraph (c) becoming paragraph (b).
(iii) by adding a final paragraph (c) to that section that reads as
follows:
Schedule A-5
"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."
(r) Section 4.4 (Establishment of Collection Account; Deposits in
Collection Account) is hereby amended as follows:
(i) by replacing the words "____________, in trust for Wachovia Bank,
National Association", with the words "National City Mortgage Co., in trust
for the Trustee of Luminent Mortgage Trust 2006-7" in paragraph (a);
(ii) by removing the bracketed words "[or Fixed Rate]" in paragraph
(a);
(iii) by replacing the last sentence of paragraph (c) with the
following: "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 Seller. The Seller shall deposit the amount of any such
loss in the Collection Account immediately as realized, but in no event
later than the related Remittance Date"; and
(iv) by removing the words "to the extent permitted by the Servicer
Guide" at the end of paragraph (b).
(v) by deleting the text immediately following "reimbursement
therefor" in paragraph (b)(vii).
(s) Section 4.5 (Permitted Withdrawals From Collection Account) is hereby
amended by:
(i) deleting the word "and" at the end of paragraph (a)(vii) and by
replacing "Agreement." with "Agreement;" at the end of paragraph (a)(viii).
(ii) adding a new clause (ix) to paragraph (a) thereof to read as
follows: "to reimburse itself for Nonrecoverable Advances, 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; and"
(iii) by adding a new clause (x) to paragraph (a) thereof 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")."
(t) Section 4.6 (Establishment of Escrow Account; Deposits into Escrow
Account) is hereby amended as follows:
(i) by replacing the words "____________, in trust for Wachovia Bank,
National Association", with the words "National City Mortgage Co., in trust
for the Trustee of Luminent Mortgage Trust 2006-7" in paragraph (a);
Schedule A-6
(ii) by removing the bracketed words "[or Fixed Rate]" in paragraph
(a);
(iii) by adding the following sentence after the last sentence of the
third paragraph as follows:
"The Seller 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 Collection 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 Seller if such
Servicing Advance would, if made, be, in the Seller's reasonable judgment,
nonrecoverable."
(u) There shall be added a new Section 4.12 in place of Section 4.12
[Reserved], to read as follows:
"The Servicer acknowledges that Serviced Loans with an LTV =74.1% and
=80% as noted on Exhibit B of the Reconstitution Agreement will be covered
by a master lender-paid private mortgage insurance policy issued by Triad
Guaranty Insurance Corporation ("Triad"). The Servicer shall not take any
action that would result in non-coverage under such policy which, but for
the actions of the Servicer, would have been covered thereunder. In
connection with its activities as servicer, the Servicer agrees to prepare
and present, on behalf of itself and the Trust Fund, claims to Triad under
such policy in a timely fashion in accordance with the terms of such policy
and, in this regard, to take such action as shall be necessary to permit
recovery under such policy respecting a defaulted serviced loan. Any
amounts collected by the Servicer under such policy shall be deposited in
the Custodial Account, subject to withdrawal pursuant to Section 4.5 (as if
such funds related to a Mortgage Insurance Policy).
(v) Section 4.14 (Title, Management and Disposition of REO Property) is
hereby amended by:
(i) deleting the final sentence of paragraph (c) in its entirety and
replacing the sentence with the following:
"The Servicer 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 (i) a REMIC election has not been made with respect to
the arrangement under which the Mortgage Loans and the REO Property are
held, and (ii) the Servicer determines, and gives an appropriate notice to
the Purchaser to such effect, that a longer period is necessary for the
orderly liquidation of such REO Property. If a period longer than three
years is permitted under the foregoing sentence and is necessary to sell
any REO Property, (i) the Servicer 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
Schedule A-7
Servicer as mortgagee, and such purchase money mortgage shall not be held
pursuant to this Agreement, but instead a separate participation agreement
among the Servicer and the Purchaser shall be entered into with respect to
such purchase money mortgage. Notwithstanding anything herein to the
contrary, the Servicer shall not be required to provide financing for the
sale of any REO Property."
(ii) removing the words "pursuant to the Servicer Guide" and "in
accordance with the Servicer Guide from paragraph (f).
(w) Section 4.16 (Inspections) is hereby amended by removing the words "and
the Servicer Guide."
(x) Section 5.1 (Distributions) is hereby amended by replacing the words
"at its principal office by Wachovia Bank, National Association, Charlotte,
North Carolina, as its prime lending rate," with the words "[as the prevailing
prime lending rate]".
(y) Section 5.2 (Statements to the Purchaser) is hereby amended by deleting
paragraph (a) in its entirety and substituting the following paragraph (a) in
lieu thereof:
"Not later than the tenth calendar day of each month (or, if such
tenth day is not a Business Day, the immediately preceding Business Day)
the Seller shall furnish to the Master Servicer in electronic format a
statement providing loan level accounting data, defaulted loan data and
realized loss and gain data for the period ending on the last Business Day
of the preceding month in the format attached as Exhibit N or other
mutually agreeable format."
(z) Section 5.3 (Monthly Advances) is hereby amended by inserting the
following text immediately following the reference to "such Mortgage Loan" and
the end of the final sentence of Section 5.3:
"; provided, however, that any such obligation under this Section 5.03
shall cease if the Servicer determines, in its sole reasonable opinion,
that advances with respect to such Mortgage Loan are Nonrecoverable
Advances, as evidenced by an Officer's Certificate delivered to the
Purchaser and the Master Servicer by the Servicer"
(aa) Section 6.1 (Assumption Agreements) is hereby amended as follows:
(i) by removing the sentence "Any assumption fee collected by the
Seller shall be treated in the manner prescribed by the Servicer
Guide." and replacing it with the sentence "If an assumption fee is
collected by the Seller for entering into an assumption agreement,
such fee will be retained by the Seller as additional servicing
compensation." and
(ii) by removing the first sentence of paragraph (b).
(bb) Section 6.3 (Servicing Compensation) is amended by removing the
parenthetical "(to the extent permitted by the Servicer Guide)" from paragraph
(a).
Schedule A-8
(cc) Section 6.4 (Annual Statement of Compliance), Section 6.5 (Annual
Independent Public Accountants' Servicing Report") and Exhibit M ("Form of
Officer's Certificate") are hereby deleted.
(dd) Section 6.7 is hereby amended by adding the following paragraph at the
end of the section:
"During the term of this Agreement, the Seller shall make itself
available for monthly calls during which it will discuss the servicing of
any defaulted Mortgage Loans."
(ee) Subsection 7.1 (Indemnification; Third Party Claims) is hereby
replaced with the following:
"The Seller 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 related to
the failure of the Seller 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 7.6 of this
Agreement or the breach of any representation or warranty made pursuant to
this Agreement. The Seller 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 Seller 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 7.1 shall survive the
termination of this agreement."
(ff) Section 7.5 (No Transfer of Servicing) is hereby amended as follows:
(i) by replacing each reference to "the Purchaser" with "the
Depositor, the Trustee, the Master Servicer and each Rating Agency";
(ii) by removing the words "and the Servicer Guide" and
(iii) by adding the following paragraph to the end of the section:
"Without in any way limiting the generality of this Section 7.5, in the
event that the Seller either shall assign this Agreement or the servicing
Schedule A-9
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 8.1, without any payment of any penalty or damages
and without any liability whatsoever to the Seller or any third party."
(gg) Section 7.6 (Assignment of Agreement; Master Servicing; Transfer of
Mortgage Loans) is hereby amended by:
(i) removing the word "The" at the beginning of paragraph (b) and
replacing it with the following: "The Seller in its capacity as servicer
shall in every respect cooperate with the Master Servicer and comply with
its requests. In the event the Master Servicer resigns or is terminated,
the".
(ii) by replacing "Master Service's" with "Master Servicer" in
paragraph (b).
(iii) deleting the final sentence of paragraph (b) in its entirety.
(hh) Subsection 8.1 (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 Agreement (Compliance
with Regulation AB) shall constitute an immediate Event of Default for
which no notice is required and no opportunity to remedy shall be provided"
after the words "shall have been given to the Seller by the Purchaser."
(ii) Subsection 8.2 (Waiver of Defaults) is hereby amended as follows:
(i) by replacing the reference to "Purchasers" with "Master Servicer"
and
(ii) by adding the words "By a written notice," to the beginning of
the Section.
(jj) Section 9.1 (Termination of the Agreement) 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 Seller 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 8.1 or (iii) in accordance with
Section 7.5.
Schedule A-10
Upon written request from the Depositor or the Master Servicer in
connection with any such termination or any resignation, the Seller 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 Seller's sole expense, as provided in Article
V of the Pooling Agreement."
(kk) Section 9.2 (Termination of the Seller) is hereby amended as follows:
(i) by deleting "or without" in the first sentence of paragraph (a).
(ii) by deleting the third paragraph of Section 9.2(a) in its
entirety.
(ll) Section 10.1 (Successor to Seller) is hereby amended as follows:
(i) by replacing the words "Prior to" with "Upon" at the beginning of
the first sentence of paragraph (a);
(ii) by replacing the reference to "Sections 7.4, 8.1, 9.1 or 9.2"
with "Section 8.1" in the second line of paragraph (a);
(iii) by adding the words ", in accordance with the Pooling
Agreement," after the word "shall" in the second line of paragraph (a);
(iv) by adding a new sentence immediately after the first sentence of
the first paragraph to read as follows:
"Any successor to the Seller 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 new paragraph (b) (and adjusting the designations of
existing paragraphs) to read as follows:
"Any successor appointed as provided herein shall execute, acknowledge
and deliver to the Company and to the Master Servicer and the Trustee an
instrument accepting such appointment, wherein the successor shall make the
representations and warranties set forth in Section 3.2, except for
subsections (b), (g) and (h) thereof, whereupon such successor shall become
fully vested with all the rights, powers, duties, responsibilities,
obligations and liabilities of the Seller, with like effect as if
originally named as a party to this Agreement. Any termination or
resignation of the Seller or termination of this Agreement pursuant to
Section 7.5, 8.1 or 9.2 shall not affect any claims that the Master
Schedule A-11
Servicer or the Trustee may have against the Seller arising out of the
Seller's actions or failure to act prior to any such termination or
resignation."
(vi) by adding a new paragraph (c) (and adjusting the designation of
existing paragraphs) to read as follows:
"Except as otherwise provided in this Section 10.1, all reasonable
costs and expenses incurred in connection with any transfer of servicing
hereunder (as a result of the termination or resignation of the Seller as
Servicer), including, without limitation, the costs and expenses of the
Master Servicer or any other Person in appointing a successor servicer, or
of the Master Servicer in assuming the responsibilities of the Seller
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 Seller from its own funds without reimbursement."
(mm) Section 10.2 (Amendment) is hereby amended in its entirety to read as
follows:
"This Agreement may be amended only by written agreement signed by the
Seller, 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
Seller 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."
(nn) A new Section 10.16 (Intended Third Party Beneficiary) is hereby added
to the Master Agreement to read as follows:
Section 10.16 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 Servicer shall only take directions
from the Master Servicer (if direction by the Master Servicer is required
under this Agreement) unless otherwise directed by this Agreement.
Notwithstanding the foregoing, all rights and obligations of the Trustee,
the Master Servicer and the Depositor hereunder (other than the right to
indemnification and the indemnification obligations, as applicable) shall
Schedule A-12
terminate upon termination of the Trust Fund pursuant to the Pooling
Agreement.
(oo) Exhibit B is hereby amended by replacing the words "Wachovia Bank,
National Association" in paragraph (3) with the words "Trustee of Luminent
Mortgage Trust 2006-7".
(pp) Exhibit C is hereby amended by replacing the words "Wachovia Bank,
National Association" with the words "Trustee of Luminent Mortgage Trust
2006-7".
(qq) Exhibit D is hereby amended by replacing the words "Wachovia Bank,
National Association" with the words "Trustee of Luminent Mortgage Trust
2006-7".
(rr) Exhibit E is hereby amended by replacing the words "Wachovia Bank,
National Association" with the words "Trustee of Luminent Mortgage Trust
2006-7".
(ss) Exhibit F is hereby amended by replacing the words "Wachovia Bank,
National Association" with the words "Trustee of Luminent Mortgage Trust
2006-7".
(tt) Exhibit G-1 is hereby amended as follows:
(i) by replacing the address block at the top of the first page with
the following:
Maia Mortgage Finance Statutory Trust
000 Xxxxxxxxxx Xx., 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000;
(ii) by replacing the name "Xxxxx Xxxxxxx" with "Xxxxxxxxxxx Xxxx";
and
(iii) by replacing the words "Wachovia Bank, National Association"
with the words "Trustee of Luminent Mortgage Trust 2006-7".
(uu) Exhibit J is hereby deleted in its entirety and marked "Reserved".
(vv) Exhibit M to the Master Agreement (Form of Officer's Certificate) is
deleted in its entirety and is replaced by Exhibit A (Form of Annual
Certification) of the Agreement (Compliance with Regulation AB) attached as
Exhibit A-2 hereto.
(ww) Exhibit N to the Master Agreement (Nat City Monthly Data Reports) is
deleted in its entirety and is replaced with Exhibit One hereto (The Form of
Periodic Reports to Purchaser).
(xx) Exhibit Two attached hereto ("Special Foreclosure Rights Section") is
hereby attached to the Master Agreement as Exhibit O.
(yy) The agreement attached hereto as Exhibit A-3 ("Compliance with
Regulation AB") is hereby amended as follows:
Schedule A-13
(i) Section 1.02 (Additional Representations and Warranties of the
Company) is hereby amended by adding the words "but in any case within five
Business Days" to the first sentence of subsection (b) after the words "as
soon as practicable".
(ii) Section 1.03 (Information to be Provided by the Company) is
hereby amended as follows:
(A) by adding the words "but in any case within five Business
Days" to the first sentence of the first paragraph after the words "as
promptly as practicable";
(B) by removing the words "paragraphs (a), (b), (c) and (f)" in
the middle of the first paragraph and replacing them with the
following: "paragraphs (a), (b), (c), (f) and (g)";
(C) by deleting subsections (d) and (e) in their entirety and
replacing them with the following:
"(d) For the purpose of satisfying its reporting obligation under
the Exchange Act with respect to any class of asset-backed
securities, the Company shall (or shall cause each Subservicer
and Third-Party Originator to) (i) provide prompt notice to the
Purchaser, any Master Servicer and any Depositor in writing of
(A) any material litigation or governmental proceedings involving
the Company, any Subservicer or any Third-Party Originator, (B)
any affiliations or relationships that develop following the
closing date of a Securitization Transaction between the Company,
any Subservicer or any Third-Party Originator and any of the
parties specified in clause (D) of paragraph (a) of this Section
(and any other parties identified in writing by the requesting
party) with respect to such Securitization Transaction, (C) any
Event of Default under the terms of this Agreement or any
Reconstitution Agreement, (D) any merger, consolidation or sale
of substantially all of the assets of the Company, and (E) the
Company's entry into an agreement with a Subservicer to perform
or assist in the performance of any of the Company's obligations
under this Agreement or any Reconstitution Agreement and (ii)
provide to the Purchaser and any Depositor a description of such
proceedings, affiliations or relationships.
(e) As a condition to the succession to the Company or any
Subservicer as servicer or subservicer under this Agreement or
any Reconstitution Agreement by any Person (i) into which the
Company or such Subservicer may be merged or consolidated, or
(ii) which may be appointed as a successor to the Company or any
Subservicer, the Company shall provide to the Purchaser, any
Master Servicer, and any Depositor, at least 15 calendar days
prior to the effective date of such succession or appointment,
(x) written notice to the Purchaser and any Depositor of such
succession or appointment and (y) in writing and in form and
substance reasonably satisfactory to the Purchaser and such
Depositor, all information reasonably requested by the Purchaser
or any Depositor in order to comply with its reporting obligation
Schedule A-14
under Item 6.02 of Form 8-K with respect to any class of
asset-backed securities.
(D) by deleting the text following "other provisions of this
Agreement," in subsection (f) and replacing such text with the
following:
"not later than ten days prior to the deadline for the
filing of any distribution report on Form 10-D in respect of any
Securitization Transaction that includes any of the Mortgage
Loans serviced by the Company or any Subservicer, the Company or
such Subservicer, as applicable, shall, to the extent the Company
or such Subservicer has knowledge, provide to the party
responsible for filing such report (including, if applicable, the
Master Servicer) notice of the occurrence of any of the following
events along with all information, data, and materials related
thereto as may be required to be included in the related
distribution report on Form 10-D (as specified in the provisions
of Regulation AB referenced below):
(i) any material modifications, extensions or waivers of
pool asset terms, fees, penalties or payments during the
distribution period or that have cumulatively become material
over time (Item 1121(a)(11) of Regulation AB);
(ii) material breaches of pool asset representations or
warranties or transaction covenants (Item 1121(a)(12) of
Regulation AB); and
(iii) information regarding new asset-backed securities
issuances backed by the same pool assets, any pool asset changes
(such as, additions, substitutions or repurchases), and any
material changes in origination, underwriting or other criteria
as it relates to an addition or substitution (Item 1121(a)(14) of
Regulation AB)."
(E) by adding a new subsection (g) to read as follows:
"(g) The Company shall provide to the Purchaser, any Master
Servicer and any Depositor, evidence of the authorization of the
person signing any certification or statement, copies or other
evidence of Fidelity Bond Insurance and Errors and Omission
Insurance policy, financial information and reports, and such
other information related to the Company or any Subservicer or
the Company or such Subservicer's performance hereunder as may be
reasonably requested by the Purchaser, any Master Servicer or any
Depositor."
(iii) Section 1.04 (Company Compliance Statement) is hereby amended by
adding the following after each reference to the "Purchaser": ", any Master
Servicer".
(iv) Section 1.05 (Report on Assessment of Compliance and Attestation)
is hereby amended as follows:
Schedule A-15
(A) the text of paragraph (a)(i) is hereby amended to read as
follows "deliver to the Purchaser, any Master Servicer and any
Depositor a report (in form and substance reasonably satisfactory to
the Purchaser, any Master Servicer and such Depositor) regarding the
Company's assessment of compliance with the Servicing Criteria during
the immediately preceding calendar year, as required under Rules
13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.
Such report shall be addressed to the Purchaser, the Master Servicer
and such Depositor and signed by an authorized officer of the Company,
and shall address each of the Applicable Servicing Criteria specified
on Exhibit B hereto."
(B) by adding the following language after the word "deliver" at
the beginning of subsection (a)(iv): "and, if applicable, cause each
Subservicer and Subcontractor described in clause (iii) to provide"
and
(C) by adding the following language after the words "a
certification" in subsection (a)(iv): ", signed by the appropriate
officer of the Company,".
(D) by adding ", any Master Servicer" following "the Purchaser"
in subsections (a)(ii)-(iv).
(v) Section 1.06 (Use of Subservicers and Subcontractors) is hereby
amended as follows:
(A) by removing the words "1.03(c) and (e)" in subsection (a)
with the following: "1.03(c), (e), (f) and (g)".
(B) by adding the following after each reference to the
"Purchaser": ", the Master Servicer".
(vi) Section 1.07 (Indemnification; Remedies) is hereby amended as follows:
(A) by adding the words "(including, but not limited to, any
Master Servicer) after the words "each Person" in the third line of
the first paragraph of subsection (a).
(B) by adding the words ", except to the extent provided for in
Section 1.07(a)(iv) below" immediately after the words "based upon" in
subsection (a).
(C) by adding the words "breach by the Company of its obligations
under this Agreement, including particularly any" after the word "any"
at the beginning of subsection (a)(ii).
(D) by inserting the following paragraph immediately prior to the
final paragraph of subsection (a):
Schedule A-16
"If the indemnification provided for herein is unavailable or
insufficient to hold harmless an Indemnified Party, then the Company
agrees that it shall contribute to the amount paid or payable by such
Indemnified Party as a result of any claims, losses, damages or
liabilities incurred by such Indemnified Party in such proportion as
is appropriate to reflect the relative fault of such Indemnified Party
on the one hand and the Company on the other."
(E) by adding as the final paragraph of subsection (a):
"This indemnification shall survive the termination of this
Agreement or the termination of any party to this Agreement."
(F) by replacing subsection (b)(iii) with the following:
"The Indemnified Party shall have the right to participate and assist
in, but not control, the defense of such claim and employ separate counsel
in any action or claim at the expense of the Indemnified Party (i.e. at its
own expense), provided that, if the interests of the Company and the
Indemnified Party diverge, the Indemnified Party shall be entitled to
separate counsel at the Company's reasonable expense."
(G) by adding a new subsection (e) to Section 1.07 as
follows:
"(e) (i) Any material failure by the Company, any
Subservicer, any Subcontractor or any Third-Party Originator to
deliver any information, report, certification, accountants'
letter or other material when and as required under this
Agreement, or any material breach by the Company of a
representation or warranty set forth in Section 1.02(a) or in a
writing furnished pursuant to Section 1.02(b) and made as of a
date prior to the closing date of the related Securitization
Transaction, to the extent that such breach is not cured by such
closing date, or any breach by the Company of a representation or
warranty in a writing furnished pursuant to Section 1.02(b) to
the extent made as of a date subsequent to such closing date,
which continues unremedied for ten calendar days after the
Company receives written notice of such failure or breach, shall
entitle the Purchaser or any Depositor, as applicable, in its
sole discretion to terminate the rights and obligations of the
Company as servicer under this Agreement and/or any applicable
Reconstitution Agreement without payment (notwithstanding
anything in this Agreement or any applicable Reconstitution
Agreement to the contrary) of any compensation to the Company
(and if the Company is servicing any of the Mortgage Loans in a
Securitization Transaction, appoint a successor servicer
reasonably acceptable to any Master Servicer for such
Securitization Transaction); provided that to the extent that any
provision of this Agreement and/or any applicable Reconstitution
Agreement expressly provides for the survival of certain rights
or obligations following termination of the Company as servicer,
such provision shall be given effect.
(ii) Any material failure by the Company, any Subservicer or
any Subcontractor to deliver any information, report,
Schedule A-17
certification or accountants' letter when and as required under
Section 1.04 or 1.05, including any material failure by the
Company to identify pursuant to Section 1.06(b) any Subcontractor
"participating in the servicing function" within the meaning of
Item 1122 of Regulation AB, which continues unremedied for ten
calendar days after the Company receives written notice from the
Master Servicer or any Depositor of such failure to deliver such
information, report, certification or accountants' letter, shall
constitute an Event of Default (notwithstanding any other
provision in this Agreement or any Reconstitution Agreement to
the contrary) with respect to the Company under this Agreement
and any applicable Reconstitution Agreement, and shall entitle
the Purchaser, any Master Servicer or any Depositor, as
applicable, in its sole discretion to terminate the rights and
obligations of the Company as servicer under this Agreement
and/or any applicable Reconstitution Agreement without payment
(notwithstanding anything in this Agreement to the contrary) of
any compensation to the Company (except to the extent provided
for in Section 1.07(e)(iv) below); provided that to the extent
that any provision of this Agreement and/or any applicable
Reconstitution Agreement expressly provides for the survival of
certain rights or obligations following termination of the
Company as servicer, such provision shall be given effect.
(iii) The Company shall promptly reimburse the Purchaser (or
any designee of the Purchaser, such as a master servicer) and any
Depositor, as applicable, for all reasonable expenses incurred by
the Purchaser (or such designee) or such Depositor, as such are
incurred, in connection with the termination of the Company as
servicer and the transfer of servicing of the Mortgage Loans to a
successor servicer. The provisions of this paragraph shall not
limit whatever rights the Purchaser or any Depositor may have
under other provisions of this Agreement and/or any applicable
Reconstitution Agreement or otherwise, whether in equity or at
law, such as an action for damages, specific performance or
injunctive relief.
(iv) In the event the Company is terminated pursuant to this
Section 1.07, the Purchaser hereby agrees to pay the Company any
accrued and outstanding servicing fees owing to the Company to
the date of such termination and to cause the successor servicer
to agree to reimburse the Company for any servicing advances that
the Company actually made as servicer pursuant to this Agreement
which the successor recovers form the related Mortgagor."
(vii) A new Section 1.09 is added as follows:
Section 1.09. Third Party Beneficiary. For purposes of this
Agreement and any related provisions thereto, each Master
Servicer shall be considered a third-party beneficiary of this
Agreement, entitled to all the rights and benefits hereof as if
it were a direct party to this Agreement.
(viii) Section 1.09 (Defined Terms) is hereby amended by
renumbering such section as "Section 1.10" and by adding the following
definition after the definition of "Exchange Act":
Schedule A-18
Master Servicer: With respect to any Securitization
Transaction, the "master servicer," if any, identified in
the related transaction documents.
(ix) Exhibit B is hereby amended by:
(A) replacing "[the Company] [Name of Subservicer]" in the
introductory paragraph with "the Servicer".
(B) deleting "X" under the Applicable Servicing Criteria column
in the box corresponding to row 1122(d)(1)(iii).
(C) deleting the signature block found at the end of the exhibit.
Schedule A-19
EXHIBIT ONE TO SCHEDULE A
EXHIBIT N
Form of Periodic Reports to Purchaser
Exhibit N
Standard File Layout - Master Servicing
--------------------------------------- ------------------------------------------------------------------------- ------------ -----
Column Name Description Decimal Format Comment Max Size
------------------------------------------------------------------- ------------ -------------------------------------- ------------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
a group of loans.
--------------------------------------------------------------------------------------------------- ------------ -------------------
LOAN_NBR A unique identifier assigned to each loan by the Text up to 10 digits 10
investor.
------------------------------------------------------------------- ------------ -------------------------------------- ------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. Text up to 10 digits 10
this may be different than the LOAN_NBR.
--------------------------------------------------------------------------------------------------- ------------ -------------------
BORROWER_NAME The borrower name as received in the file. It is not Maximum length of 30 30
separated by first and last name. (Last, First)
--------------------------------------------------------------------------------------------------- ------------ -------------------
SCHED_PAY_AMT Scheduled monthly principal and scheduled interest 2 No commas(,) or dollar 11
payment that borrower is expected to pay, P&I constant. signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
NOTE_INT_RATE The loan interest rate as reported by the Servicer. 4 Max length of 6 6
--------------------------------------------------------------------------------------------------- ------------ -------------------
NET_INT_RATE The loan gross interest rate less the service fee rate 4 Max length of 6 6
as reported by the Servicer.
--------------------------------------------------------------------------------------------------- ------------ -------------------
SERV_FEE_RATE The servicer's fee rate for a loan as reported by the 4 Max length of 6 6
Servicer.
--------------------------------------------------------------------------------------------------- ------------ -------------------
SERV_FEE_AMT The servicer's fee amount for a loan as reported by the 2 No commas(,) or dollar 11
Sericer. signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
NEW_PAY_AMT The new loan payment amount as reported by the Servicer. 2 No commas(,) or dollar 11
signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
--------------------------------------------------------------------------------------------------- ------------ -------------------
ARM_INDEX_RATE The index the Servicer is using to calculate a forecasted 4 Max length of 6 6
rate.
--------------------------------------------------------------------------------------------------- ------------ -------------------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the beginning 2 No commas(,) or dollar 11
of the processing cycle. signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
ACTL_END_PRIN_BAL The borrower's actual principal balance at the end of 2 No commas(,) or dollar 11
the processing cycle. signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that the borrower's MM/DD/YYYY 10
next payment is due to the Servicer, as reported by Servicer.
--------------------------------------------------------------------------------------------------- ------------ -------------------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar 11
signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
SERV_CURT_DATE_1 The curtailment date associated with the first curtailment MM/DD/YYYY 10
amount.
--------------------------------------------------------------------------------------------------- ------------ -------------------
CURT_ADJ_AMT_1 The curtailment interest on the first curtailment 2 No commas(,) or dollar 11
amount, if applicable. signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar 11
signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
SERV_CURT_DATE_2 The curtailment date associated with the second curtailment MM/DD/YYYY 10
amount.
--------------------------------------------------------------------------------------------------- ------------ -------------------
CURT_ADJ_AMT_2 The curtailment interest on the second curtailment 2 No commas(,) or dollar 11
amount, if applicable. signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
Schedule A-20
--------------------------------------- ------------------------------------------------------------------------- ------------ -----
Column Name Description Decimal Format Comment Max Size
------------------------------------------------------------------- ------------ -------------------------------------- ------------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar 11
signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
SERV_CURT_DATE_3 The curtailment date associated with the third curtailment MM/DD/YYYY 10
amount.
--------------------------------------------------------------------------------------------------- ------------ -------------------
CURT_ADJ_AMT_3 The curtailment interest on the third curtailment amount, 2 No commas(,) or dollar 11
if applicable. signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
PIF_AMT The loan "paid in full" amount as reported by the 2 No commas(,) or dollar 11
Servicer. signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
PIF_DATE The paid in full date as reported by the Servicer. MM/DD/YYYY 10
--------------------------------------------------------------------------------------------------- ------------ -------------------
ACTION_CODE The standard FNMA numeric code used to indicate the Action Code Key; 2
default/delinquent status of a particular loan. 15=Bankruptcy
30=Foreclosure, 60=PIF,
63=Substitution, 65=Repurchase,
70=REO
--------------------------------------------------------------------------------------------------- ------------ -------------------
INT_ADJ_AMT The amount of the interest adjustment as reported by 2 No commas(,) or dollar 11
the Servicer. signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if applicable. 2 No commas(,) or dollar 11
signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or dollar 11
signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, if 2 No commas(,) or dollar 11
applicable. signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due at the 2 No commas(,) or dollar 11
beginning of the cycle date to be passed through to investors. signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
SCHED_END_PRIN_BAL The scheduled principal balance due to investors at 2 No commas(,) or dollar 11
the end of a processing cycle. signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
SCHED_PRIN_AMT The scheduled principal amount as reported by the Servicer 2 No commas(,) or dollar 11
for the current cycle -- only applicable for Scheduled/Scheduled signs ($)
Loans.
--------------------------------------------------------------------------------------------------- ------------ -------------------
SCHED_NET_INT The scheduled gross interest amount less the service fee 2 No commas(,) or dollar 11
amount for the current cycle as reported by the Servicer signs ($)
-- only applicable for Scheduled/Scheduled Loans.
--------------------------------------------------------------------------------------------------- ------------ -------------------
ACTL_PRIN_AMT The actual principal amount collected by the Servicer for 2 No commas(,) or dollar 11
the current reporting cycle -- only applicable for signs ($)
Actual/Actual Loans.
--------------------------------------------------------------------------------------------------- ------------ -------------------
ACTL_NET_INT The actual gross interest amount less the service fee 2 No commas(,) or dollar 11
amount for the current reporting cycle as reported by signs ($)
the Servicer -- only applicable
for Actual/Actual Loans.
--------------------------------------------------------------------------------------------------- ------------ -------------------
PREPAY_PENALTY_AMT The penalty amount received when a borrower prepays on 2 No commas(,) or dollar 11
his loan as reported by the Servicer. signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
PREPAY_PENALTY_WAIVED The prepayment penalty amount for the loan waived by the 2 No commas(,) or dollar 11
servicer. signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
MOD_DATE The Effective Payment Date of the Modification for the MM/DD/YYYY 10
loan.
--------------------------------------------------------------------------------------------------- ------------ -------------------
MOD_TYPE The Modification Type. Varchar - value can be 30
alpha or numeric
--------------------------------------------------------------------------------------------------- ------------ -------------------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest advances 2 No commas(,) or dollar 11
made by Servicer. signs ($)
--------------------------------------------------------------------------------------------------- ------------ -------------------
Schedule A-21
Exhibit P: Standard File Layout - Delinquency Reporting
------------------------------- -------------------------------------------------------------------- ------------ ------------------
Column/Header Name Description Decimal Format Comment
------------------------------- -------------------------------------------------------------------- ------------ ------------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer.
This may be different than the LOAN_NBR
------------------------------- -------------------------------------------------------------------- ------------ ------------------
LOAN_NBR A unique identifier assigned to each loan by the originator.
------------------------------- -------------------------------------------------------------------- ------------ ------------------
CLIENT_NBR Servicer Client Number
------------------------------- -------------------------------------------------------------------- ------------ ------------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an external servicer to
identify a group of loans in their system.
------------------------------- -------------------------------------------------------------------- ------------ ------------------
BORROWER_FIRST_NAME First Name of the Borrower.
------------------------------- -------------------------------------------------------------------- ------------ ------------------
BORROWER_LAST-NAME Last name of the borrower.
------------------------------- -------------------------------------------------------------------- ------------ ------------------
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 servicer MM/DD/YYYY
at the end of processing cycle, as reported by Servicer.
------------------------------- -------------------------------------------------------------------- ------------ ------------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
------------------------------- -------------------------------------------------------------------- ------------ ------------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
------------------------------- -------------------------------------------------------------------- ------------ ------------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
------------------------------- -------------------------------------------------------------------- ------------ ------------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the bankruptcy filing.
------------------------------- -------------------------------------------------------------------- ------------ ------------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been approved by the MM/DD/YYYY
courts
------------------------------- -------------------------------------------------------------------- ------------ ------------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either by MM/DD/YYYY
Dismissal, Discharged and/or a Motion For Relief Was Granted.
------------------------------- -------------------------------------------------------------------- ------------ ------------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By the Servicer MM/DD/YYYY
------------------------------- -------------------------------------------------------------------- ------------ ------------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan Such As;
------------------------------- -------------------------------------------------------------------- ------------ ------------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To End/Close MM/DD/YYYY
------------------------------- -------------------------------------------------------------------- ------------ ------------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
------------------------------- -------------------------------------------------------------------- ------------ ------------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer with instructions MM/DD/YYYY
to begin foreclosure proceedings.
------------------------------- -------------------------------------------------------------------- ------------ ------------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue Foreclosure MM/DD/YYYY
------------------------------- -------------------------------------------------------------------- ------------ ------------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a Foreclosure Action MM/DD/YYYY
------------------------------- -------------------------------------------------------------------- ------------ ------------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected to occur. MM/DD/YYYY
------------------------------- -------------------------------------------------------------------- ------------ ------------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
------------------------------- -------------------------------------------------------------------- ------------ ------------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure sale. 2 No commas(,) or
dollar signs($)
------------------------------- -------------------------------------------------------------------- ------------ ------------------
EVICTION_START_DATE The date the servicer initiates eviction of the borrower. MM/DD/YYYY
------------------------------- -------------------------------------------------------------------- ------------ ------------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the property from MM/DD/YYYY
the borrower.
------------------------------- -------------------------------------------------------------------- ------------ ------------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,) or
dollar signs ($)
------------------------------- -------------------------------------------------------------------- ------------ ------------------
LIST_DATE The date an REO property is listed at a particular price. MM/DD/YYYY
------------------------------- -------------------------------------------------------------------- ------------ ------------------
Schedule A-22
------------------------------- -------------------------------------------------------------------- ------------ ------------------
Column/Header Name Description Decimal Format Comment
------------------------------- -------------------------------------------------------------------- ------------ ------------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,) or
dollar signs ($)
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by the Servicer. MM/DD/YYYY
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled to close. MM/DD/YYYY
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
OCCUPANT_CODE Classification of how the property is occupied.
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
PROP_CONDITION_CODE A code that indicates the condition of the property.
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
CURR_PROP_VAL The current "as is" value of the property based on brokers price 2
opinion or appraisal.
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs are completed 2
pursuant to a broker's price opinion or appraisal.
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
If applicable:
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop paying on a
loan. Code indicates the reason why the loan is in default for
this cycle.
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With Mortgage Insurance MM/DD/YYYY
Company.
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,) or
dollar signs ($)
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim Payment MM/DD/YYYY
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,) or
dollar signs ($)
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,) or
dollar signs ($)
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By The Pool Insurer MM/DD/YYYY
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,) or
dollar signs ($)
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
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 ($)
-------------------------------- -------------------------------------------------------------------- ------------ -----------------
Schedule A-23
Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as
follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those
above, provided that they are consistent with industry standards. If Loss
Mitigation Types other than those above are used, the Servicer must supply Xxxxx
Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.
The Occupant Code field should show the current status of the property code as
follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the
property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
Schedule A-24
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-25
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-26
Exhibit N: 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-27
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-28
Calculation of Realized Loss/Gain Form 332
Prepared by: Date: ___________________
Phone: Email Address:___________________
----------------------- -------------------- -----------------------
Servicer Loan No. Servicer Name Servicer Address
----------------------- -------------------- ------------------------
XXXXX FARGO BANK, N.A. Loan No._______________________________
Borrower's Name:_______________________________________________
Property Address:______________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cram down amount
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $_____________(1)
(2) Interest accrued at Net Rate _____________(2)
(3) Accrued Servicing Fees _____________(3)
(4) Attorney's Fees ____________ (4)
(5) Taxes (see page 2) ____________ (5)
(6) Property Maintenance ____________ (6)
(7) MI/Hazard Insurance Premiums (see page 2) ____________ (7)
(8) Utility Expenses ____________ (8)
(9) Appraisal/BPO ____________ (9)
(10) Property Inspections ____________ (10)
(11)FC Costs/Other Legal Expenses ____________ (11)
(12) Other (itemize) ____________ (12)
Cash for Keys ____________ (12)
HOA/Condo Fees ____________ (12)
_____________________ ____________ (12)
Total Expenses $____________ (13)
Credits:
(14) Escrow Balance $____________ (14)
(15)HIP Refund ____________ (15)
(16) Rental Receipts ____________ (16)
(17)Hazard Loss Proceeds ____________ (17)
(18) Primary Mortgage Insurance/Gov't Insurance HUD Part A ____________(18a)
Schedule A-29
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-30
Escrow Disbursement Detail
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
Type Date Paid Period of Total Paid Base Penalties Interest
(Tax/Ins.) Coverage Amount
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
Schedule A-31
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 Servicer 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 Servicer pursuant to section (b) above, then the
Subordinate Holder shall instruct the Master Servicer in writing (with a copy to
the Servicer) to hire three appraisal firms selected by the Master Servicer in
its reasonable discretion, to compute the fair value of the Mortgaged Property
securing the related Mortgage Loan utilizing the Xxxxxx 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 Servicer against the assignment of the related Mortgage Loan
and the delivery of the related documents on the purchase date.
(ii) If the Master Servicer shall not have received three Fair Value
Prices by the end of the 30-day period set forth in paragraph (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
Schedule A-32
Mortgage Loan for an amount equal to the least of (1) the Unpaid
Principal Balance thereof, (2) the average of such Fair Value Prices
determined by such appraisal firms and (3) the Master Servicer's Fair
Value Price; and shall deliver such amount to the Servicer against the
assignment of the related Mortgage Loan and the delivery of the
related documents on the purchase date.
(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 Servicer
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 Servicer 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 Servicer the
positive difference between the recalculated purchase price, and the
price actually paid by it, or (ii) the Servicer 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 Servicer, and the
Servicer 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-33
(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 Servicer 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 Servicer 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 this Addendum to the Subordinate Holder.
