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Document Preview Reconstituted Servicing Agreement |
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Title: |
Reconstituted Servicing Agreement |
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Entities: |
Luminent Mortgage Trust 2006-6; Wells Fargo Bank, NA; Federal National Mortgage Association; Hunton & Williams |
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Date: |
2006 |
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Size: |
Preview shows 7KB of 82KB total |
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Price: |
$42 |
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ID: |
#2568110 |
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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;
{PAGE}
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
{PAGE}
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
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