EX-99.9 12 b415230_ex99-9.txt EXHIBIT 99.9 EXHIBIT 99.9 RECONSTITUTED SERVICING AGREEMENT LUMINENT MORTGAGE TRUST 2006-6 This Reconstituted Servicing Agreement, dated as of September 28, 2006, (this "AGREEMENT") is by and among EMC MORTGAGE CORPORATION ("EMC" or the "SERVICER"), LARES ASSET SECURITIZATION, INC. ("LARES" or the "DEPOSITOR"), MAIA MORTGAGE FINANCE STATUTORY TRUST ("MAIA" or the "SELLER") and WELLS 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 Two hereto (the "SERVICED LOANS") to the Depositor, and the Depositor in turn has conveyed the Serviced Loans to the Trustee, all pursuant to a pooling agreement, dated as of September 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 EMC for the Seller pursuant to a Amended and Restated Purchase, Warranties and Servicing Agreement, dated as of April 24, 2006 (the "SERVICING AGREEMENT"), among the Seller, Mercury Mortgage Finance Statutory Trust, and EMC, a copy of which is annexed hereto as Exhibit Three; WHEREAS, the Seller desires that EMC continue to service the Serviced Loans and EMC has agreed to do so, subject to the rights of the Master Servicer to terminate the rights and obligations of EMC hereunder as set forth herein and to the other conditions set forth herein; WHEREAS, Section 11.12 of the Servicing Agreement provides that, subject to certain conditions set forth therein, the Seller may assign the Servicing Agreement with respect to some or all of the Mortgage Loans (as such term is defined in the Servicing Agreement). Without limiting the foregoing, EMC has agreed, in Section 11.18 of the Servicing Agreement, to enter into additional documents, instruments or agreements as may be reasonably necessary in connection with any "Pass-Through Transfer" (as such term is defined in the Servicing Agreement) contemplated by the Seller pursuant to the Servicing Agreement; WHEREAS, the Seller and EMC 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 Pass-Through Transfer 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 EMC 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: ARTICLE I DEFINITIONS Capitalized terms used and not defined in this Agreement (including Exhibit One hereto) or in the Servicing Agreement shall have the meanings ascribed to them in the Pooling Agreement. ARTICLE II SERVICING EMC 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 Company (as such term is defined in the Servicing Agreement) under the provisions of the Servicing Agreement, except as otherwise provided herein and on Exhibit One hereto, and that the provisions of the Servicing Agreement, as so modified, are and shall be a part of this Agreement to the same extent as if set forth herein in full. ARTICLE III TRUST CUT-OFF DATE The parties hereto acknowledge that by operation of Section 5.01 of the Servicing Agreement (as modified by this Agreement) the remittance on October 18, 2006 to be made to the Trust Fund is to include all principal collections due after September 1, 2006 (the "TRUST CUT-OFF DATE"), plus interest thereon at the weighted average Mortgage Interest Rate collected during the Due Period immediately preceding October 18, 2006, but exclusive of any portion thereof allocable to a period prior to the Trust Cut-off Date, and taking into account the adjustments specified in the first paragraph of Section 5.01 of the Servicing Agreement. ARTICLE IV SERVICING FEE Notwithstanding any provision of the Servicing Agreement to the contrary, the Servicing Fee rate for the Serviced Loans shall be equal to 0.375% per annum (the "SERVICING FEE RATE"). The Servicing Fee shall be payable monthly from the interest portion of the related Monthly Payment collected by the Servicer. 2 ARTICLE V RECOGNITION OF THE MASTER SERVICER AND THE TRUST FUND (a) From and after the date hereof, EMC, and any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce EMC's obligation to service the Serviced Loans in accordance with the provisions of this Agreement. EMC shall recognize the Luminent Mortgage Trust 2006-6 Trust Fund (the "Trust Fund") as the owner of the Serviced Loans, and EMC will service the Serviced Loans for the Trust Fund as if the Trust Fund and EMC had entered into a separate servicing agreement for the servicing of the Serviced Loans in the form of the Servicing Agreement. Pursuant to the Pooling Agreement, the Master Servicer and the Trustee shall have the same rights (but not the obligations, except to the extent expressly set forth in the Pooling Agreement) as the Purchaser under the Servicing Agreement to enforce the obligations of EMC, including, without limitation, the enforcement of (i) the document delivery requirements set forth in Section 2.07 of the Servicing Agreement and (ii) remedies with respect to representations and warranties made by EMC in the Servicing Agreement, and shall be entitled to enforce all of the obligations of EMC thereunder insofar as they relate to the Serviced Loans. EMC 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. EMC 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 EMC'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 Certificateho1ders in the Serviced Loans. (b) The Master Servicer shall be entitled to terminate the rights and obligations of EMC under this Agreement, as provided in Section 9.01 (Events of Default) of the Servicing Agreement. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be required to assume any of the obligations of the Purchaser under the Servicing Agreement; and in entering into this Agreement, in connection with the performance by the Master Servicer of any duties it may have hereunder, and in the exercise by the Master Servicer of its rights the parties and other signatories hereto, except EMC, 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 EMC for any costs or expenses shall be satisfied by EMC's reimbursement of such costs or expenses from the Custodial Account. (c) A copy of all assessments, attestations, reports and certifications required to be delivered by EMC 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. 3 ARTICLE VI WARRANTIES Maia and EMC mutually warrant and represent that, with respect to the Serviced Loans, the Servicing Agreement is in full force and effect as of the date hereof and has not been amended or modified in any way with respect to the Serviced Loans, except as set forth herein, and no notice of termination has been given thereunder. ARTICLE VII REPRESENTATIONS (a) Pursuant to Section 11.18 of the Servicing Agreement, EMC hereby represents and warrants, for the benefit of Lares, the Trustee and the Trust Fund, that (i) the representations and warranties set forth in Section 3.01 of the Servicing Agreement are true and correct as of September 28, 2006 (the "RECONSTITUTION DATE"), as if such representations and warranties were made on such date and (ii) the representations and warranties set forth in Section 3.02 of the Servicing Agreement are true and correct as of the related Closing Date (as defined in the Servicing Agreement) as if such representations and warranties were made on such date. (b) EMC hereby acknowledges and agrees that the remedies available to the Trust Fund (including the Trustee acting on the Trust Fund's behalf) in connection with any breach of the representations and warranties made by EMC set forth above that materially and adversely affects the value of that Mortgage Loan or the interests of the Purchaser in such Mortgage Loan shall be as set forth in Subsection 3.03 of the Servicing Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Trust Fund as Purchaser under the Servicing Agreement. (c) Each of the Serviced Loans has been conveyed to the Trustee pursuant to the Pooling Agreement and Maia is not the originator of any of the Serviced Loans. ARTICLE VIII ASSIGNMENT EMC hereby acknowledges that the rights of the Seller as "Purchaser" under the Servicing Agreement as amended by this Agreement will be assigned to Lares and by Lares to the Trust Fund under the Pooling Agreement, and agree that the Mortgage Loan Servicing Agreement and 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 Lares 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. EMC hereby consents to such assignment and assumption and acknowledges the Trust Fund's REMIC election. 4 ARTICLE IX NOTICES AND REMITTANCES (a) All notices, consents, certificates, reports and certifications (collectively, "WRITTEN INFORMATION") required to be delivered to the Purchaser under the Servicing Agreement and under this Agreement shall be delivered to the Master Servicer at the following address: Wells Fargo Bank, N.A. P.O. Box 98 Columbia, Maryland 21046 Attention: Corporate Trust Group, Luminent 2006-6 (or in the case of overnight deliveries, 9062 Old Annapolis Road Columbia, Maryland 21045) Telephone: (410) 884-2000 Facsimile: (410) 715-2380 (b) All amounts required to be remitted or distributed by the Servicer to the "Purchaser" under the Servicing Agreement and under this Agreement shall be on a scheduled/scheduled basis and shall be made to the following wire account: Wells Fargo Bank, N.A. ABA#: 121-000-248 Account Name: SAS CLEARING Account Number: 3970771416 For further credit to: Luminent 2006-6, Account #50953200 (c) All Written Information required to be delivered to the Trustee under the Servicing Agreement and under this Agreement shall be delivered to the Trustee at the following address: HSBC Bank USA, National Association 452 Fifth Avenue New York, New York 10018 Attention: Trustee Luminent Mortgage Trust 2006-6 (d) All Written Information required to be delivered to the Depositor under the Servicing Agreement and under this Agreement shall be delivered to the Depositor at the following address: Lares Asset Securitization, Inc. 101 California St., 13th Floor San Francisco, California 94111 Attention: Christopher Zyda Telephone: (415) 217-4500 Facsimile: (415) 217-4518 5 (e) All demands, notices and communications required to be delivered to EMC 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: EMC Mortgage Corporation 2780 Lake Vista Drive Lewisville, Texas 75067 Attention: President or General Counsel Facsimile: (469)759-4714 ARTICLE X GOVERNING LAW THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. ARTICLE XI AMENDMENT The parties hereto hereby acknowledge and agree that the Servicing Agreement shall not be amended without the consent of the Seller. ARTICLE XII COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument. ARTICLE XIII RECONSTITUTION EMC and the Seller agree that this Agreement is a Reconstitution Agreement executed in connection with a Securitization Transaction and that September 28, 2006 is the Reconstitution Date. 6 ARTICLE XIV LIMITED ROLE OF THE TRUSTEE The Trustee shall have no obligations or duties under this Agreement except as expressly set forth herein. No implied duties on the part of the Trustee shall be read into this Agreement. Nothing herein shall be construed to be an assumption by the Trustee of any duties or obligations of any party to this Agreement or the Servicing Agreement, the duties of the Trustee being solely those set forth in the Pooling Agreement. The Trustee is entering into this Agreement solely in its capacity as Trustee under the Pooling Agreement and not individually, and there shall be no recourse against the Trustee in its individual capacity hereunder or for the payment of any obligations of the Trust or the Trust Fund. 7 Executed as of the day and year first above written. EMC MORTGAGE CORPORATION, as Servicer By: /s/ Sue Stepanek ------------------------------------ Name: Sue Stepanek Title: Executive Vice President MAIA MORTGAGE FINANCE STATUTORY TRUST, as Seller By: /s/ Christopher J. Zyda ------------------------------------ Name: Christopher J. Zyda Title: Trustee & President LARES ASSET SECURITIZATION, INC., as Depositor By: /s/ Christopher J. Zyda ------------------------------------ Name: Christopher J. Zyda Title: Chief Financial Officer WELLS FARGO BANK, N.A., as Master Servicer and Securities Administrator By: /s/ Amy Doyle ------------------------------------ Name: Amy Doyle Title: Vice President Agreed to and acknowledged By: HSBC BANK USA, NATIONAL ASSOCIATION not in its individual capacity, but solely as Trustee for Luminent Mortgage Trust 2006-6 under the Pooling Agreement By: /s/ Elena Zhang ------------------------------------ Name: Elena Zhang Title: Assistant Vice President 8 EXHIBIT ONE Modifications to the Servicing Agreement (a) The definition of "Business Day" in Section 1.01 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 or the State of New York are authorized or obligated by law or executive order to be closed. (b) The definition of "Custodial Account" in Section 1.01 is hereby amended in its entirety to read as follows: Custodial Account: Any separate demand account or accounts created and maintained pursuant to Section 4.04 which shall be entitled "EMC Mortgage Corporation, in trust for the Trustee of the Luminent Mortgage Trust 2006-6 Trust Fund" and shall be established in an Eligible Account. (c) The definition of "Escrow Account" in Section 1.01 is hereby amended in its entirety to read as follows: Escrow Account: As defined in the Pooling Agreement. (d) The definition of "Master Servicer" in Section 1.01 is hereby amended in its entirety to read as follows: Master Servicer: Wells Fargo Bank, NA, or its successors in interest, or such other master servicer as shall be appointed by the Purchaser. (e) The definition of "Opinion of Counsel" in Section 1.01 is hereby amended in its entirety to read as follows: Opinion of Counsel: A written opinion of counsel, who may be counsel of EMC, 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 EMC, (ii) does not have any material direct or indirect financial interest in EMC or in any affiliate of any such entity and (iii) is not connected with EMC as an officer, employee, director or person performing similar functions. (f) The definition of "Permitted Investments" in Section 1.01 is hereby amended in its entirety to read as follows: Exhibit One-1 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 investment, as may be acceptable to each rating agency rating the certificates in writing as a permitted Exhibit One-2 investment of funds backing securities having ratings equivalent to its highest initial rating of the senior certificates; In each case (other than clause (a)), such Permitted Investment shall have a final maturity (giving effect to any applicable grace period) no later than the Business Day immediately preceding the Distribution Date (or, if the Securities Administrator or an Affiliate is the obligor on such Permitted Investment, the Distribution Date) next following the Due Period in which the date of investment occurs; provided, that, Permitted Investments may not include (i) any interest-only security, any security purchased at a price in excess of 100% of the par value or any security that provides for payment of both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par, (ii) any floating rate security whose interest rate is inversely or otherwise not proportionately related to an interest rate index or is calculated as other than the sum of an interest rate index plus a spread, (iii) securities subject to an offer, (iv) any security with a rating from S&P which includes the subscript "p," "pi," "q," "r" or "t", or (v) any investment, the income from which is or will be subject to deduction or withholding for or on account of any withholding or similar tax. (g) The definition of "Rating Agency" in Section 1.01 is hereby amended in its entirety to read as follows: Rating Agency: As defined in the Pooling Agreement. (h) Subsection 3.03 (Repurchase; Substitution) is hereby amended as follows: (i) by replacing each of the references to "the Purchaser" in the first two sentences of the fifth paragraph with "Maia, the Depositor, the Trustee, the Trust Fund and the Master Servicer;" and (ii) by replacing the reference to "the Purchaser" in the last sentence of the fifth paragraph with "the Master Servicer." (iii) Section 4.01 (Company to Act as Servicer) is hereby amended by adding the following proviso after the first sentence of the first paragraph to read as follows: provided, however, that the Company shall not knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause any REMIC created under the Pooling Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the 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 Exhibit One-3 imposition of a tax upon any such REMIC created thereunder. (i) Section 4.03 (Realization Upon Defaulted Mortgage) is hereby amended by adding a final paragraph to that section to read as follows: Notwithstanding anything in this Servicing Agreement 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 is no longer entitled to the rights described in Exhibit L, the Servicer shall follow the procedures set forth in Exhibit L in connection with any Mortgage Loan that has become 60 or more days delinquent in payment. (j) Section 4.04 (Establishment of Custodial Accounts; Deposits in Custodial Accounts) is hereby amended as follows: (i) by adding the words "entitled "EMC Mortgage Corporation, in trust for the Trustee of the Luminent Mortgage Trust 2006-6" to the end of the first sentence of the first paragraph; (ii) by adding a new paragraph at the end of the section to read as follows: "Funds in the Custodial Account shall, if invested, be invested in Permitted Investments; provided, however, that the Servicer shall be under no obligation or duty to invest (or otherwise pay interest on) amounts held in the Custodial Account. All Permitted Investments shall mature or be subject to redemption or withdrawal no later than one Business Day prior to the next succeeding Remittance Date (except that if such Permitted Investment is an obligation of the Servicer, then such Permitted Investment shall mature not later than such applicable Remittance Date). Any and all investment earnings from any such Permitted Investment shall be for the benefit of the Servicer and shall be subject to its withdrawal or order from time to time, and shall not be part of the Trust Fund. The risk of loss of moneys required to be remitted to the Master Servicer resulting from such investments shall be borne by and be the risk of the Servicer. The Servicer shall deposit the amount of any such loss in the Custodial Account immediately as realized, but in no event later than the related Remittance Date." (k) Section 4.05 (Permitted Withdrawals from the Custodial Account) is hereby amended as follows: (i) by adding a new clause (xi) to read as follows: "(xi) to make payments to the Subordinate Holder in the amounts and in the manner provided for in Exhibit L." (l) Section 4.06 (Establishment of Escrow Accounts; Deposits in Escrow Accounts) is hereby amended as follows: Exhibit One-4 (i) by adding the words "entitled "EMC Mortgage Corporation, in trust for the Trustee of the Luminent Mortgage Trust 2006-6" to the end of the first sentence of the first paragraph; (ii) by adding the following new paragraph at the end of such section as follows: "The Servicer will be obligated to make Servicing Advances to the Escrow Account in respect of its obligations under this Section 4.06, reimbursable from the Escrow Accounts or Custodial Account to the extent not collected from the related Mortgagor, anything to the contrary notwithstanding, when and as necessary to pursuant to Section 4.08 hereof; provided, however, that Servicing Advances shall not be required to be made by the Servicer if such Servicing Advance would, if made, be, in the Servicer's reasonable judgment, nonrecoverable." (m) The first paragraph under Section 5.02 (Statements to the Purchaser) is hereby amended to read as follows: "Statements to the Master Servicer. Not later than the tenth business day of each month (or, if such 10th day is not a Business Day, the following Business Day) the Servicer 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 Exhibits M, N and O." (n) Subsection 8.01 (Indemnification; Third Party Claims) is hereby amended: by replacing each of the references to "the Purchaser" in the paragraph with "Maia, the Trust Fund, the Master Servicer, the Trustee and the Depositor." (o) Subsection 8.04 (Company Not to Assign or Resign) is hereby amended by replacing each reference to "the Purchaser" with "the Depositor, the Trustee, the Master Servicer and each Rating Agency." (p) Subsection 9.01 (Events of Default) is hereby amended as follows: (i) by replacing each reference to "the Purchaser" with "the Master Servicer;" and (ii) by amending subclause (ii) by adding the phrase "provided however, that any breach of the provisions in the Regulation AB Compliance Addendum attached to this Agreement as Exhibit F shall constitute an immediate Event of Default for which no notice is required and no opportunity to remedy shall be provided" after the words "given to the Company by the Purchaser." (q) Subsection 9.02 (Waiver of Defaults) is hereby amended by replacing the reference to "Purchaser" with "Master Servicer." Exhibit One-5 (r) Section 10.01 (Termination) is hereby amended by deleting the first paragraph of such section in its entirety and replacing it with the following: Section 10.01. Termination. The respective obligations and responsibilities of the Servicer 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 9.01 or (iii) in accordance with Section 8.04. (s) Section 11.01 (Successor to the Company) is hereby amended as follows: (i) by replacing the words "Prior to" with "Upon" at the beginning of the first sentence of the first paragraph; (ii) by replacing the reference to "Section 4.13, 8.04, 9.01 or 10.01(ii) or (iii)" with "Subsection 9.01" in the second line of the first paragraph; (iii) by adding the words ", in accordance with the Pooling Agreement," after the word "shall" in the second line of the first paragraph; (iv) by adding the following new sentence immediately after the first sentence of the first paragraph to read as follows: Any successor to the Servicer 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 replacing the reference to "the Purchaser" in the second and sixth lines of the second paragraph with "the Master Servicer and the Trustee;" and (vi) by adding the following paragraph to the end of such section: "Except as otherwise provided in this Section 11.01, all reasonable costs and expenses incurred in connection with any transfer of servicing hereunder (as a result of the termination or resignation of the 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 Servicer 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 Servicer from its own funds without reimbursement, as provided in Article V of the Pooling Agreement." (t) Section 11.02 (Amendment) is hereby amended to read as follows: Exhibit One-6 SECTION 11.02. Amendment. This Agreement may be amended only by written agreement signed by the Servicer, 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 Servicer has complied with all applicable requirements of this Agreement, and (iii) such Amendment will not materially adversely affect the interest of the Certificateholders in the Serviced Loans. (u) A new Section 11.19 (Intended Third Party Beneficiary) is hereby added to the Servicing Agreement to read as follows: SECTION 11.19. 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 terminate upon termination of the Trust Fund pursuant to the Pooling Agreement. (v) Exhibit M, Exhibit N and Exhibit O are each hereby deleted in their entirety and replaced with the reporting formats attached hereto as Exhibit Four. (w) Exhibit L is hereby deleted in its entirety and replaced with the provisions attached hereto as Exhibit Five. Exhibit One-7 EXHIBIT TWO List of Serviced Loans To be retained in a separate closing binder entitled "Luminent 2006-6 Mortgage Loan Schedule" at the Washington DC offices of Hunton & Williams LLP Exhibit Two-1 EXHIBIT THREE Servicing Agreement On File with Hunton & Williams LLP [See Exhibit 99.10] Exhibit Three-1 EXHIBIT FOUR Form of Periodic Reports to Purchaser Exhibit M STANDARD FILE LAYOUT - MASTER SERVICING

Exhibit Four-1

Exhibit Four-2 EXHIBIT N : STANDARD FILE LAYOUT - DELINQUENCY REPORTING

Exhibit Four-3

Exhibit Four-4

Exhibit Four-5 EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING The LOSS MIT TYPE field should show the approved Loss Mitigation Code as follows: o ASUM- Approved Assumption o BAP- Borrower Assistance Program o CO- Charge Off o DIL- Deed-in-Lieu o FFA- Formal Forbearance Agreement o MOD- Loan Modification o PRE- Pre-Sale o SS- Short Sale o MISC- Anything else approved by the PMI or Pool Insurer NOTE: Wells 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 Wells 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 Exhibit Four-6 EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED The FNMA DELINQUENT REASON CODE field should show the Reason for Delinquency as follows: DELINQUENCY CODE DELINQUENCY DESCRIPTION ---------------- ----------------------------------------- 001 FNMA-Death of principal mortgagor 002 FNMA-Illness of principal mortgagor 003 FNMA-Illness of mortgagor's family member 004 FNMA-Death of mortgagor's family member 005 FNMA-Marital difficulties 006 FNMA-Curtailment of income 007 FNMA-Excessive Obligation 008 FNMA-Abandonment of property 009 FNMA-Distant employee transfer 011 FNMA-Property problem 012 FNMA-Inability to sell property 013 FNMA-Inability to rent property 014 FNMA-Military Service 015 FNMA-Other 016 FNMA-Unemployment 017 FNMA-Business failure 019 FNMA-Casualty loss 022 FNMA-Energy environment costs 023 FNMA-Servicing problems 026 FNMA-Payment adjustment 027 FNMA-Payment dispute 029 FNMA-Transfer of ownership pending 030 FNMA-Fraud 031 FNMA-Unable to contact borrower INC FNMA-Incarceration Exhibit Four-7 EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED The FNMA DELINQUENT STATUS CODE field should show the Status of Default as follows: STATUS CODE STATUS DESCRIPTION ----------- ------------------------------------------ 09 Forbearance 17 Pre-foreclosure Sale Closing Plan Accepted 24 Government Seizure 26 Refinance 27 Assumption 28 Modification 29 Charge-Off 30 Third Party Sale 31 Probate 32 Military Indulgence 43 Foreclosure Started 44 Deed-in-Lieu Started 49 Assignment Completed 61 Second Lien Considerations 62 Veteran's Affairs-No Bid 63 Veteran's Affairs-Refund 64 Veteran's Affairs-Buydown 65 Chapter 7 Bankruptcy 66 Chapter 11 Bankruptcy 67 Chapter 13 Bankruptcy Exhibit Four-8 EXHIBIT O : 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: Exhibit Four-9 14-21. Complete as applicable. Required documentation: 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 ( ). Exhibit Four-10 EXHIBIT 3A: CALCULATION OF REALIZED LOSS/GAIN FORM 332 Prepared by: _______________________ Date: ____________________ Phone: _____________________________ Email Address:______________________ ----------------- ------------ ----------------- Servicer Loan No. Servier Name Servicer Address: ----------------- ------------ ----------------- WELLS 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) Exhibit Four-11 (18) Primary Mortgage Insurance/Gov't Insurance HUD Part A __________ (18a) 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) Exhibit Four-12 Escrow Disbursement Detail TYPE PERIOD OF BASE (TAX/INS.) DATE PAID COVERAGE TOTAL PAID AMOUNT PENALTIES INTEREST ---------- --------- --------- ---------- ------ --------- --------- Exhibit Four-13 EXHIBIT FIVE Special Foreclosure Rights Section (a) For purposes of this Exhibit Five, the term "Securityholder" 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. (b) The Company shall monthly provide a list to the Securityholder and the Master Servicer of all Mortgage Loans 60 or more days delinquent. With respect to any Mortgage Loans that are 90 or more days delinquent, the Company shall provide its proposed resolution of such Mortgage Loan - whether through foreclosure, deed-in-lieu thereof, modification or forbearance, sale of the Mortgage Loan or related Mortgaged Property, or otherwise. In conjunction with such recommendations, the Company shall advise in writing the Securityholder and the Master Servicer of any bona fide offer to purchase a Mortgage Loan or related Mortgaged Property. (c) Prior to taking action with respect to any delinquent Mortgage Loan that is more than 60 days delinquent, the Company shall notify both the Master Servicer and the Securityholder of its proposed course of action, but it shall not take such action unless the Securityholder does not, within five-Business Days, affirmatively object to such action. (d) If the Securityholder timely and affirmatively objects to an action or contemplated action of the Company pursuant to section (c) above, then the Securityholder 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 Fannie Mae Form 2055 Exterior-Only Inspection Residential Appraisal Report (each such appraisal-firm computation, a "Fair Value Price"), in each case no later than 30 days from the date of such Securityholder objection. The Servicer 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 Securityholder. All costs relating to the computation of the Fair Value Prices shall be for the account of the Securityholder and shall be paid by the Securityholder at the time that such Mortgage Loan is purchased by the Securityholder. (i) If the Master Servicer shall have received three Fair Value Prices by the expiration of such 30-day period, then the Securityholder shall, no later than five Business Days after the expiration of such 30-day period, purchase such Mortgage Loan for an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (the "Unpaid Principal Balance") and (ii) the average of such three Fair Value Prices respectively determined by such appraisal firms; and shall deliver such amount to the Company against the assignment of the related Mortgage Loan and the delivery of the related documents on the purchase date. (ii) If the Master Servicer shall not have received three Fair Value Prices by the end of the 30-day period set forth in paragraph (iii) above, then: Exhibit Five-1 (A) If the Master Servicer shall have received only two Fair Value Prices by the end of such 30-day period, then the Master Servicer shall determine, in its reasonable discretion, the fair value of the Mortgaged Property and other collateral relating to such Mortgage Loan (such fair value, the "Master Servicer's Fair Value Price") and the Securityholder shall, no later than five Business Days after the expiration of such 30-day period, purchase such Mortgage Loan for an amount equal to the least of (1) the Unpaid Principal Balance thereof, (2) the average of such Fair Value Prices determined by such appraisal firms and (3) the Master Servicer's Fair Value Price; and shall deliver such amount to the Company against the assignment of the related Mortgage Loan and the delivery of the related documents on the purchase date. (B) If the Master Servicer shall have received only one Fair Value Price by the end of such 30-day period, then the Master Servicer will determine the Master Servicer Fair Value Price of the Mortgaged Property related to such Mortgage Loan and the Securityholder shall, no later than five Business Days after the expiration of such 30-day period, purchase such Mortgage Loan for an amount equal to the least of (1) the Unpaid Principal Balance thereof, (2) the Fair Value Price determined by such appraisal firm and (3) the Master Servicer's Fair Value Price; and shall deliver such amount to the Company against the assignment of the related Mortgage Loan and the delivery of the related documents on the purchase date. (C) If the Master Servicer shall not have received any such Fair Value Prices by the end of such 30-day period, then the Master Servicer will determine the Master Servicer Fair Value Price of the Mortgaged Property related to such Mortgage Loan and the Securityholder shall, no later than five Business Days after the expiration of such 30-day period, purchase such Mortgage Loan for an amount equal to the lesser of (1) the Unpaid Principal Balance thereof and (2) the Master Servicer's Fair Value Price; and shall deliver such amount to the Company against the assignment of the related Mortgage Loan and the delivery of the related documents on the purchase date. (D) If the Master Servicer has not received three Fair Value Prices by the end of such 30-day period, it shall continue for the next 30 days to try to obtain three Fair Value Prices. Upon the earlier of the date that it obtains the three Fair Value Prices, or the end of the 30-day extension, the Master Servicer shall recalculate the price payable pursuant to this Agreement and, within five Business Days thereafter, (i) the Securityholder shall pay the Company the positive difference between the recalculated purchase price, and the price actually paid by it, or (ii) the Company shall refund to the Securityholder the positive difference between the purchase price actually paid by the Securityholder, and the recalculated purchase price. (e) Notwithstanding anything herein to the contrary, the Securityholder 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 Exhibit Five-2 forth above following the Securityholder's objection to an action of the Company, and the Company shall provide the Master Servicer written notice of such failure. (f) Any notice, confirmation, instruction or objection pursuant to paragraphs (b) or (c) above may be delivered via facsimile or other written or electronic communication as the parties hereto and the Securityholder may agree to from time to time. (g) For the avoidance of doubt, the Securityholder's rights set forth in this Addendum are intended to provide the Securityholder, for so long as it has not forfeited its right under paragraph (e) hereof as set forth in paragraph (d) 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. (h) To the extent that the Securityholder purchases any Mortgage Loan pursuant to this Addendum, the Company will continue to service such Mortgage Loan in accordance with this Agreement. The parties acknowledge that, in such event, the Securityholder will have no duty or responsibility to service any such Mortgage Loan and the Master Servicer will have no duty or responsibility to master service any such Mortgage Loan. (i) In the event that the Securityholder purchases any Mortgage Loan pursuant to this Addendum, the Company and the Securityholder 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 Securityholder. (j) The Master Servicer shall promptly deliver any written notices that it receives under this Addendum to the Securityholder. Exhibit Five-3

Luminent Mortgage Trust 2006-6 8-K