RECONSTITUTED SERVICING AGREEMENT



                         LUMINENT MORTGAGE TRUST 2006-6



     This Reconstituted Servicing Agreement, dated as of September 28, 2006

(this "AGREEMENT"), is by and among RESIDENTIAL FUNDING CORPORATION ("RFC"),

LARES ASSET SECURITIZATION, INC. (the "DEPOSITOR"), MAIA MORTGAGE FINANCE

STATUTORY TRUST (the "SELLER") and WELLS FARGO BANK, N.A., as master servicer

and securities administrator (in each such capacity, the "MASTER SERVICER" and

the "SECURITIES ADMINISTRATOR", respectively), 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 One

attached hereto (the "SERVICED LOANS") to the Depositor, and the Depositor has

conveyed the Serviced Loans to the Trustee pursuant to a certain pooling

agreement dated as of September 1, 2006 (the "POOLING AGREEMENT"), by and among

the Seller, the Depositor, the Master Servicer, the Securities Administrator and

the Trustee;



     WHEREAS, the Serviced Loans were acquired from RFC by the Seller pursuant

to (i) a certain standard terms and provisions of sale and servicing agreement,

dated as of March 30, 2006 (the "STANDARD TERMS") by and among RFC, Luminent

Mortgage Capital, Inc., Mercury Mortgage Finance Statutory Trust and the Seller

and (ii) certain reference agreements dated as of July 28, 2006 and August 30,

2006, (the reference agreements, together with the Standard Terms, the

"SERVICING AGREEMENT") by and between RFC and the Seller (a copy of such

Servicing Agreement is attached hereto on Exhibit Four);



     WHEREAS, the Serviced Loans are currently being serviced by RFC for the

Seller pursuant to the Servicing Agreement, and the Depositor desires that RFC

continue to service the Serviced Loans and RFC has agreed to do so, subject to

the rights of the Master Servicer to terminate the rights and obligations of RFC

hereunder as set forth herein and to the other conditions set forth herein;



     WHEREAS, the Seller and RFC 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 Pooling Agreement, constitutes a Securitization Transaction 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



{PAGE}



obligations of RFC 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 hereby agree as follows:



                                    ARTICLE I



                                   DEFINITIONS



     Capitalized terms used and not defined in this Agreement (including Exhibit

Two attached hereto) or in the Servicing Agreement shall have the meanings

ascribed to them in the Pooling Agreement.



                                   ARTICLE II



                                    SERVICING



     RFC 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 RFC under the provisions of the Servicing Agreement,

except as otherwise provided herein and on Exhibit Two 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 4.01 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 definition of "Remittance Amount" set forth in

Section 1.01 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 0.425% 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



{PAGE}



                                    ARTICLE V



              RECOGNITION OF THE MASTER SERVICER AND THE TRUST FUND



     From and after the date hereof, RFC, and any successor servicer hereunder,

shall be subject to the supervision of the Master Servicer, which Master

Servicer shall be obligated to enforce RFC's obligation to service the Serviced

Loans in accordance with the provisions of this Agreement. RFC shall recognize

the Luminent Mortgage Trust 2006-6 Trust Fund (the "TRUST FUND") as the owner of

the Serviced Loans, and RFC will service the Serviced Loans for the Trust Fund

as if the Trust Fund and RFC 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 Owner under the Servicing Agreement

to enforce the obligations of RFC, including, without limitation, the

enforcement of (i) the document delivery requirements set forth in Section 2.01

of the Servicing Agreement and (ii) remedies with respect to representations and

warranties made by RFC in the Servicing Agreement, and shall be entitled to

enforce all of the obligations of RFC thereunder insofar as they relate to the

Serviced Loans. RFC shall look solely to the Trust Fund for performance of any

obligations of the Owner under the Servicing Agreement and the Trust Fund hereby

assumes such obligations. All references to the Owner under the Servicing

Agreement insofar as they relate to the Serviced Loans, shall be deemed to refer

to the Trust Fund. RFC 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 RFC'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.



     The Master Servicer shall be entitled to terminate the rights and

obligations of RFC under this Agreement, as provided in Section 6.01 (Events of

Default of the Company) 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 Owner 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 RFC,

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 and Servicing Agreement. Without

limitation of the foregoing, any provision of the Servicing Agreement requiring

the Seller or the Trust Fund, as "Owner" under the Servicing Agreement, to

reimburse RFC for any costs or expenses shall be satisfied by RFC's

reimbursement of such costs or expenses from the Custodial Account.



     A copy of all assessments, attestations, reports and certifications

required to be delivered by RFC under this Agreement and the Servicing Agreement

shall be delivered





                                       3



{PAGE}



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.



                                   ARTICLE VI



                                   WARRANTIES



     The Seller and RFC 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



     RFC hereby represents and warrants, for the benefit of the Depositor, the

Trustee and the Trust Fund, that (i) the representations and warranties set

forth on Exhibit Five to this Agreement and in Section 8.02 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 2.04 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.



     RFC 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 RFC set forth

above that materially and adversely affects the value of that Mortgage Loan or

the interests of the Owner in such Mortgage Loan shall be as set forth in

Subsection 2.04 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 Owner under the Servicing Agreement.



     Each of the Serviced Loans has been conveyed to the Trustee pursuant to the

Pooling Agreement and Luminent is not the originator of any of the Serviced

Loans.



                                  ARTICLE VIII



                                   ASSIGNMENT



     RFC hereby acknowledges that the rights of the Seller as Owner under the

Servicing Agreement, as amended by this Agreement, will be assigned to the

Depositor, and by the Depositor to the Trust Fund, under the Pooling Agreement,

and agree that the Pooling Agreement will be a valid assignment and assumption

agreement or other assignment document and will constitute a valid assignment

and assumption of the rights





                                       4



{PAGE}



and obligations of the Seller as Owner under the Servicing Agreement to the

Depositor 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 with

respect to the Serviced Loans. RFC hereby consents to such assignment and

assumption and acknowledges that this agreement constitutes an assignment and

assumption agreement for purposes under Section 2.03 of the Servicing Agreement.

In addition, RFC hereby acknowledges the Trust Fund's REMIC election.



                                   ARTICLE IX



                                  FULL RELEASE



     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. The

Seller will have the continuing right, upon notice, to access the Servicer's

files with respect to the Serviced Loans, including related books and records.

In addition, the Seller will have the continuing right to receive the Servicer's

reports (including the mortgage loan tape) with respect to the Serviced Loans.



                                   ARTICLE X



                             NOTICES AND REMITTANCES



     All notices, consents, certificates, reports and certifications

(collectively, "WRITTEN INFORMATION") required to be delivered to the Owner

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





                                       5



{PAGE}



     All amounts required to be remitted or distributed by the Servicer to the

Owner 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



     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



     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 Street, 13th Floor

     San Francisco, California 94111

     Attention: Christopher Zyda

     Telephone: (415) 217-4500

     Facsimile: (415) 217-4518



     All Written Information required to be delivered to the Seller under the

Servicing Agreement and under this Agreement shall be delivered to the Seller at

the following address:



     Maia Mortgage Finance Statutory Trust

     One Commerce Square

     2005 Market Street, Suite 2100

     Philadelphia, PA 19103

     Attention: Legal Department (Luminent 2006-6)

     Telephone: (415) 217-4500

     Facsimile: (215) 217-4518



     All demands, notices and communications required to be delivered to RFC

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:





                                       6



{PAGE}



     Residential Funding Corporation

     8400 Normandale Lake Boulevard, Suite 250

     Minneapolis, MN 55437

     Attention: Legal Department



     with a copy to:



     Residential Funding Corporation

     2255 N. Ontario Street, Suite 400

     Burbank, CA 91504

     Attention: Servicing Manager (Luminent 2006-6)



                                   ARTICLE XI



                                  GOVERNING LAW



     THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE

LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW

PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE

OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN

ACCORDANCE WITH SUCH LAWS.



                                   ARTICLE XII



                                    AMENDMENT



     Notwithstanding anything provided herein and on Exhibit Two hereto, the

parties hereto hereby acknowledge and agree that the Servicing Agreement shall

not be amended without the consent of the Seller.



                                  ARTICLE XIII



                                  COUNTERPARTS



     This Agreement may be executed in any number of counterparts, each of which

when so executed shall be deemed to be an original, but all of which

counterparts shall together constitute but one and the same instrument.



                                  ARTICLE XIV



                                 RECONSTITUTION



     The Seller and RFC agree that the transfer of the Serviced Loans hereunder

is made pursuant to Section 2.03 of the Servicing Agreement and that September

28, 2006 is the Reconstitution Date related thereto.





                                       7



{PAGE}



                                   ARTICLE XV



                           LIMITED ROLE OF THE TRUSTEE



     The Trustee shall have no obligations or duties under this Agreement except

as expressly set forth herein. No implied duties on the part of the Trustee

shall be read into this Agreement. Nothing herein shall be construed to be an

assumption by the Trustee of any duties or obligations of any party to this

Agreement or the Servicing Agreement, the duties of the Trustee being solely

those set forth in the Pooling Agreement. The Trustee is entering into this

Agreement solely in its capacity as Trustee under the 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.



           [Remainder of page intentionally blank. Signatures follow.]





                                       8



{PAGE}



     Executed as of the day and year first written above.



                                       RESIDENTIAL FUNDING

                                       CORPORATION, as Servicer





                                       By: /s/ Heather Anderson

                                           -------------------------------------

                                       Name: Heather Anderson

                                       Title: Associate





                                       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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC