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Document Preview Reconstituted Servicing Agreement |
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Title: |
Reconstituted Servicing Agreement |
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Entities: |
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Date: |
2007 |
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Size: |
Preview shows 8KB of 111KB total |
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Price: |
$46 |
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ID: |
#2695009 |
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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 INDYMAC BANK, F.S.B. ("IndyMac" 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 IndyMac for the
Seller pursuant to a Flow Sale and Servicing Agreement, dated as of April 21,
2006 (the "Servicing Agreement"), among the Seller, Mercury Mortgage Finance
Statutory Trust and IndyMac, a copy of which is annexed hereto as Exhibit Three;
WHEREAS, the Seller desires that IndyMac continue to service the Serviced
Loans and IndyMac has agreed to do so, subject to the rights of the Master
Servicer to terminate the rights and obligations of IndyMac hereunder as set
forth herein and to the other conditions set forth herein;
WHEREAS, Section 12.11 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, IndyMac has
agreed, in Section 9.01 and Section 12.13 of the Servicing Agreement, to enter
into additional documents, instruments or agreements as may be reasonably
necessary in connection with any "Securitization Transaction" (as such term is
defined in the Servicing Agreement) contemplated by the Seller pursuant to the
Servicing Agreement;
WHEREAS, the Seller and IndyMac 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 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
{PAGE}
on behalf of the Trustee and the Trust Fund, and shall have the right to
terminate the rights and obligations of IndyMac 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) shall have the meanings ascribed to them in the Servicing Agreement.
ARTICLE II
SERVICING
IndyMac 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 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 January
18, 2007 to be made to the Trust Fund is to include all principal collections
due after December 1, 2006 (the "Trust Cut-off Date"), 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 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, IndyMac, and any successor servicer
hereunder, shall be subject to the supervision of the Master Servicer, which
Master Servicer shall be obligated to enforce IndyMac's obligation to service
the Serviced Loans in accordance with the provisions of this Agreement. IndyMac
shall recognize the Luminent Mortgage Trust 2006-7 Trust Fund (the "Trust Fund")
as the owner of the Serviced Loans, and IndyMac will service the Serviced Loans
for the Trust Fund as if the Trust Fund and IndyMac had entered into a separate
servicing agreement for the servicing of the Serviced Loans in the form of this
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 IndyMac, including, without
limitation, in the case of the Trustee, the enforcement of (i) the document
delivery requirements set forth in Section 2.03 of the Servicing Agreement and
(ii) remedies with respect to representations and warranties made by IndyMac in
the Servicing Agreement, and, in the case of the Master Servicer, shall be
entitled to enforce all of the obligations of IndyMac thereunder insofar as they
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