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Title: |
Reconstituted Servicing Agreement |
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Date: |
2007 |
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Preview shows 18KB of 99KB total |
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Price: |
$41 |
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ID: |
#2695007 |
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RECONSTITUTED SERVICING AGREEMENT
Luminent Mortgage Trust 2006-7
This Reconstituted Servicing Agreement, dated as of December 27, 2006 (this
"Agreement"), is by and among AMERICAN HOME MORTGAGE SERVICING, INC. ("American
Home" 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 December 1, 2006 (the "Pooling Agreement"), among the Seller, the
Depositor, the Master Servicer, the Securities Administrator and the Trustee;
WHEREAS, the Serviced Loans are currently being serviced by the Servicer
for the Seller pursuant to a Servicing Agreement, dated as of November 1, 2006
(the "Servicing Agreement"), between Barclays Bank PLC as Purchaser and the
Servicer as servicer, a copy of which is annexed hereto as Exhibit Three;
WHEREAS, the Seller desires that the Servicer continue to service the
Serviced Loans and the Servicer has agreed to do so, subject to the rights of
the Master Servicer to terminate the rights and obligations of the Servicer
hereunder as set forth herein and to the other conditions set forth herein;
WHEREAS, Section 8.04 of the Servicing Agreement ("Assignment by
Purchaser") provides that, subject to certain conditions set forth therein, the
Purchaser may assign the Servicing Agreement with respect to some or all of the
Mortgage Loans, and without limiting the foregoing, the Servicer has agreed in
Section 12.12 of the Servicing Agreement ("Cooperation of Servicer with a
Reconstitution") to enter into additional documents, instruments or agreements
as may be reasonably necessary in form and substance reasonably acceptable to
the Servicer in connection with any Whole Loan Transfers or Securitization
Transactions contemplated by the Purchaser pursuant to the Servicing Agreement;
WHEREAS, the Seller and Servicer agree that (a) the transfer of the
Serviced Loans from the Seller to the Depositor and from the Depositor to the
Trustee pursuant to the Pooling Agreement constitutes a Securitization
Transaction and (b) this Agreement shall constitute a Reconstitution Agreement
(as 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;
{PAGE}
WHEREAS, the Master Servicer and any successor master servicer shall be
obligated, among other things, to supervise the servicing of the Serviced Loans
on behalf of the Trustee and the Trust Fund, and shall have the right to
terminate the rights and obligations of the Servicer upon the occurrence and
continuance of an Event of Default under the Servicing 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) shall have the meanings ascribed to them in the Servicing Agreement.
ARTICLE II
SERVICING
The Servicer agrees, with respect to the servicing of the Serviced Loans,
to perform and observe the duties, responsibilities and obligations that are to
be performed and observed by the Servicer under the provisions of the Servicing
Agreement, except as otherwise provided herein and on Exhibit One hereto, and
that the provisions of the Servicing Agreement (including any provisions therein
modified by this Agreement), 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 3.01 to the
Servicing Agreement ("Remittances"), the remittance on January 18, 2007 to be
made to the Luminent Mortgage Trust 2006-7 Trust Fund (the "Trust Fund") is to
include all principal collections due after December 1, 2006 (the "Trust Cut-off
Date") and before January 1, 2007, plus interest thereon at the weighted average
Mortgage Interest Rate collected during the Due Period immediately preceding
January 18, 2007, 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 3.01 to the Servicing Agreement (as
modified by this Agreement).
ARTICLE IV
SERVICING FEE
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, the Servicer, and any successor
servicer hereunder, shall be subject to the supervision of the Master Servicer,
which Master Servicer shall be obligated to enforce the Servicer's obligation to
service the Serviced Loans in accordance with the provisions of this Agreement.
The Servicer shall recognize the Trust Fund as the owner of the Serviced Loans,
and the Servicer will service the Serviced Loans for the Trust Fund as if the
Trust Fund and the Servicer had entered into a separate servicing agreement for
the servicing of the Serviced Loans in the form of this Agreement. 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 the
Servicer, including, without limitation, in the case of the Trustee, the
enforcement of remedies with respect to representations and warranties made by
the Servicer in the Servicing Agreement, and shall, in the case of the Master
Servicer, be entitled to enforce all of the obligations of the Servicer
thereunder insofar as they relate to the Serviced Loans. The Servicer shall look
solely to the Trust Fund for performance of any obligations of the Purchaser
under the Servicing Agreement and the Trust Fund hereby assumes such
obligations. All references to the Purchaser under the Servicing Agreement
insofar as they relate to the Serviced Loans, shall be deemed to refer to the
Trust Fund. The Servicer shall not amend or agree to amend, modify, waive, or
otherwise alter any of the terms or provisions of the Servicing Agreement, which
amendment, modification, waiver or other alteration would in any way materially
affect the Serviced Loans or the Servicer's performance under the Servicing
Agreement with respect to the Serviced Loans or which would materially and
adversely affect the interests of the Certificateholders in the Serviced Loans
without the prior written consent of the Trustee and the Master Servicer.
(b) The Master Servicer shall be entitled to terminate the rights and
obligations of the Servicer under this Agreement as provided in Section 11.01
("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 Depositor, Seller, Master Servicer and
Trustee agree that the Master Servicer shall be entitled to all of the rights,
protections and limitations of liability, immunities and indemnities afforded to
the Master Servicer under the Pooling Agreement. Without limitation of the
foregoing, any provision of the Servicing Agreement requiring the Seller or the
Trust Fund, as Purchaser under the Servicing Agreement, to reimburse the
Servicer for any costs or expenses shall be satisfied by the Servicer's
reimbursement of such costs or expenses from the Custodial Account.
(c) A copy of all assessments, attestations, reports and certifications
required to be delivered by the Servicer under this Agreement and the Servicing
Agreement shall be delivered to the Master Servicer by the date(s) specified
herein or therein, and where such documents are required to be addressed to any
party, such addressees shall include the Master Servicer and the Master Servicer
shall be entitled to rely on such documents.
3
{PAGE}
ARTICLE VI
WARRANTIES
The Seller and the Servicer 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
The Servicer hereby represents and warrants for the benefit of the
Depositor, the Trustee and the Trust Fund, that the representations and
warranties set forth in Article X ("Representations and Warranties of Servicer")
of the Servicing Agreement are true and correct as of December 27, 2006 (the
"Reconstitution Date"), as if such representations and warranties were made on
such date.
ARTICLE VIII
ASSIGNMENT
The Servicer hereby acknowledges that the rights of the Seller as Purchaser
under the Purchase Agreement and the Servicing Agreement with respect to the
Serviced Loans are hereby assigned to the Depositor, and such rights are being
assigned by the Depositor to the Trustee on behalf of the Trust Fund as of the
Reconstitution Date. In addition, the Trust Fund has made, or intends to make, a
REMIC election. The Servicer hereby consents to such assignment and assumption
and acknowledges the Trust Fund's REMIC election.
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.
ARTICLE X
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 with respect to the Serviced Loans and under this
Agreement shall be delivered to the Master Servicer at the following address:
4
{PAGE}
Wells Fargo Bank, N.A.
P.O. Box 98
Columbia, Maryland 21046
Attention: Corporate Trust Group, Luminent 2006-7
(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 with respect to the Serviced Loans
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 2006-7, Account #50974400
(c) All Written Information required to be delivered to the Trustee under
the Servicing Agreement with respect to the Serviced Loans 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 2006-7
(d) All Written Information required to be delivered to the Depositor under
the Servicing Agreement with respect to the Serviced Loans 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
(e) All demands, notices and communications required to be delivered to the
Servicer under the Servicing Agreement and this Agreement shall be in writing
and shall be deemed to have been duly given if personally delivered at or mailed
by registered mail, postage prepaid, as follows:
5
{PAGE}
American Home Mortgage Servicing, Inc.
4600 Regent Blvd, Suite 200
Irving, Texas 75063
Attention: David Friedman
Fax: (866) 841-2568
with a copy to:
American Home Mortgage Servicing, Inc.
538 Broadhollow Road
Melville, New York 11747
Attention: Alan Horn, General Counsel
Fax: (800) 209-7276
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
The parties hereto hereby acknowledge and agree that the Servicing
Agreement shall not be amended without the consent of the Seller, in respect of
any amendments that affect the Serviced Loans thereunder.
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.
6
{PAGE}
ARTICLE XIV
RECONSTITUTION
The Servicer and the Seller agree that this Agreement is a Reconstitution
Agreement executed in connection with a Securitization Transaction and that
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