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Reconstituted Servicing Agreement

 

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Title:

Reconstituted Servicing Agreement

Entities:

Citigroup Global Markets Realty Corp.; Freddie Mac; Luminent Mortgage Trust 2006-6; Wells Fargo Bank, NA; Federal National Mortgage Association; Hunton & Williams

Date:

2006

Size:

Preview shows 16KB of 75KB total

Price:

$40

ID:

#2568114

 

 

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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 COUNTRYWIDE HOME LOANS, INC.
("COUNTRYWIDE"), COUNTRYWIDE HOME LOANS SERVICING LP, as servicer ("Countrywide
Servicing" or the "Servicer"), 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 Four
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, Maia acquired the Serviced Loans pursuant to a certain assignment,
assumption and recognition agreement, dated as of August 15, 2006 (the "AAR"),
by and between Maia, as assignee, Citigroup Global Markets Realty Corp.
("CITIGROUP"), assignor, and Countrywide, pursuant to which Citigroup
transferred and assigned any and all of its right, title and interest and
obligation in the Serviced Loans under that certain amended and restated master
mortgage loan purchase and servicing agreement, dated as of December 15, 2003
(the "MMLPSA"), as amended by Amendment Reg AB, dated as of February 28, 2006
("AMENDMENT REG AB"), by and between Citigroup and Countrywide (the MMLPSA, as
modified by the AAR and Amendment Reg AB, the "SERVICING AGREEMENT") (a copy of
the Servicing Agreement, which includes the MMLPSA, the AAR and Amendment Reg
AB, is attached hereto on Exhibit Eight);

WHEREAS, the Serviced Loans are currently being serviced by Countrywide
Servicing for the Seller pursuant to the Servicing Agreement and the Depositor
desires that Countrywide Servicing continue to service the Serviced Loans as
servicer and Countrywide Servicing has agreed to do so, subject to the rights of
the Master Servicer to terminate the rights and obligations of Countrywide
Servicing as set forth herein and subject to the other conditions set forth
herein;

WHEREAS, the Seller and Countrywide Servicing agree that (a) the transfer
of the Serviced Loans from Seller to the Depositor and from the Depositor
to the Trustee, to be accomplished pursuant to the Pooling Agreement, is
made pursuant to Section 8.07 of the Servicing Agreement and, (b) in
connection with such transfer, the Servicing Agreement, as modified by this
Agreement, which shall


1

{PAGE}

govern the Serviced Loans for so long as such Serviced Loans remain subject
to the provisions of the Pooling Agreement; and

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 Luminent Mortgage Trust 2006-6 (the "TRUST FUND").

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
One attached hereto) or in the Servicing Agreement shall have the meanings
ascribed to them in the Pooling Agreement.

ARTICLE II

SERVICING

Countrywide Servicing agrees, with respect to the servicing of the Serviced
Loans, to perform and observe the duties, responsibilities and obligations that
are to be performed in accordance with the terms and provisions of the Servicing
Agreement (as modified by this 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 2.09 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 on each
Serviced Loan at the related Mortgage Interest Rate net of the Servicing Fee
Rate and the LPMI Fee (each as defined herein), if applicable (minus that
portion of any such payment that is allocable to the Due Period immediately
preceding the related Cut-off Date) 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 Section 5.01 of the Servicing Agreement.


2

{PAGE}

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.

ARTICLE V

RECOGNITION OF THE MASTER SERVICER AND THE TRUST FUND

From and after the date hereof, Countrywide Servicing, and any successor
servicer hereunder, shall be subject to the supervision of the Master Servicer,
which Master Servicer shall be obligated to enforce Countrywide Servicing's
obligation to service the Serviced Loans in accordance with the provisions of
this Agreement. Countrywide Servicing shall recognize the Trust Fund as the
owner of the Serviced Loans, and Countrywide Servicing will service the Serviced
Loans for the Trust Fund as if the Trust Fund and Countrywide Servicing 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 Trustee shall have the right (but
not, except to the extent expressly set forth in the Pooling Agreement, the
obligations) on behalf of the Purchaser to enforce the obligations of
Countrywide Servicing, including, without limitation, the enforcement of (i) the
document delivery requirements set forth in Section 2.05 of the Servicing
Agreement and (ii) remedies with respect to representations and warranties made
by Countrywide Servicing in the AAR, and shall be entitled to enforce all of the
obligations of Countrywide Servicing thereunder insofar as they relate to the
Serviced Loans.

Countrywide Servicing 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. Neither Countrywide Servicing nor the Seller
shall 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 Countrywide Servicing'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 Countrywide Servicing under this Agreement, as provided in
Section 7.01 (Termination Due to an Event of Default) of the Servicing
Agreement. Notwithstanding anything


3

{PAGE}

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. In
connection with the performance by the Master Servicer of any of its duties
hereunder, and in the exercise by the Master Servicer of any of its rights
hereunder, the parties and other signatories hereto hereby agree, except
Countrywide and Countrywide Servicing, 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 Countrywide Servicing for any costs or
expenses shall be satisfied by Countrywide Servicing's reimbursement of such
costs or expenses from the Custodial Account. Notwithstanding the foregoing, it
is understood that Countrywide Servicing shall not be obligated to defend and
indemnify and hold harmless the Master Servicer, the Trust Fund, the Seller, the
Trustee or the Depositor against any losses, damages, penalties, fines,
forfeitures, judgments and any related costs including, without limitation,
reasonable and necessary legal fees, resulting from (i) actions or inactions of
Countrywide Servicing which were taken or omitted upon the instruction or
direction of the Master Servicer or the Trust Fund's designee's or (ii) the
failure of the Master Servicer or the Trust Fund's designee's to perform the
obligations of the "purchaser" under the Servicing Agreement. Notwithstanding
anything herein to the contrary, the provisions in Sections 3.03(d) and 6.01 of
the Servicing Agreement, with respect to the indemnification of the Seller by
Countrywide, shall survive the termination of this Agreement.

A copy of all assessments, attestations, reports and certifications
required to be delivered by Countrywide 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.

ARTICLE VI

WARRANTIES

The Seller and Countrywide Servicing 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

Pursuant to Section 8.07(b) of the Servicing Agreement, Countrywide
Servicing hereby represents and warrants, for the benefit of the Depositor, the
Trustee and the Trust


4

{PAGE}

Fund, that (i) the representations and warranties set forth in Sections 4(a),
4(b), 4(c), 4(d) and 4(e) of the AAR are true and correct as of September 28,
2006 (the "RECONSTITUTION DATE"), as if such representations and warranties were
made on such date Countrywide Servicing shall make the representations and
warranties listed on Exhibit Two hereto as of the Reconstitution Date.

Countrywide Servicing 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 Countrywide Servicing set forth above that materially and adversely affects
the value of any Serviced Loan or the interests of the Purchaser in such
Serviced Loan shall be as set forth in Section 5 of the AAR as if they were set
forth herein (including without limitation the repurchase and indemnity
obligations set forth therein). Such enforcement of any right or remedy
hereunder 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.

ARTICLE VIII

ASSIGNMENT

Countrywide Servicing hereby acknowledges that the rights of the Seller as
Purchaser under the Servicing Agreement, as amended by this Agreement, will be
assigned to the Depositor 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 and obligations of the Seller as Purchaser 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. Countrywide Servicing hereby consents to such
assignment and assumption and acknowledges the Trust Fund's REMIC election.

ARTICLE IX

NOTICES AND REMITTANCES

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:


5

{PAGE}

9062 Old Annapolis Road
Columbia, Maryland 21045)
Telephone: (410) 884-2000

 

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