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Title: |
Reconstituted Servicing Agreement |
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Date: |
2007 |
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Preview shows 27KB of 130KB total |
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$54 |
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ID: |
#2899660 |
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EXECUTION VERSION
RECONSTITUTED SERVICING AGREEMENT
Luminent Mortgage Trust 2007-2
This Reconstituted Servicing Agreement, dated as of May 1, 2007 (this
"Agreement"), is by and among NATIONAL CITY MORTGAGE CO. ("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 B
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 April 1, 2007 (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 an Assignment, Assumption and Recognition Agreement,
dated as of April 17, 2007, among J.P. Morgan Mortgage Acquisition Corp., as
assignor, the Servicer, as servicer, and the Seller, as assignee (a copy of
which is annexed hereto as Exhibit A-1), which agreement references the Flow
Master Seller's Warranties and Servicing Agreement, dated as of February 24,
2004 (the "Master Agreement"), as amended by that certain Amendment Reg AB,
dated as of March 1, 2006 ("Amendment Reg AB") (as amended from time to time,
the "Servicing Agreement"), a copy of which is annexed hereto as Exhibit A-2;
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 Servicer
hereunder as set forth herein and to the other conditions set forth herein;
WHEREAS, the Seller and the Servicer 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 (as such term is defined in the Servicing Agreement) 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 the Servicer 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:
1. Recognition of the Master Servicer and the Trust Fund
(i) 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 Luminent
Mortgage Trust 2007-2 Trust Fund (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. 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 Master Agreement to enforce the
obligations of the Servicer, including, without limitation, in the case of
the Trustee, the enforcement of (i) the document delivery requirements set
forth in Section 2.3 of the Master Agreement and (ii) remedies with respect
to representations and warranties made by the Servicer in the Servicing
Agreement, and, in the case of the Mater Servicer, shall 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 (i)
materially affect the Serviced Loans or the Servicer'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.
(ii) The Master Servicer shall be entitled to terminate the rights and
obligations of the Servicer under this Agreement, as provided in Section
8.1 (Events of Default) of the Master 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 parties and other
signatories hereto, except the Servicer, 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.
2
{PAGE}
(iii) 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.
2. Assignment. The Servicer hereby acknowledges that the rights of the
Seller as "Purchaser" under the Servicing Agreement as amended by this Agreement
will be assigned to Lares, and by Lares to the Trust Fund under the Pooling
Agreement, and agree that the Pooling Agreement will each 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 Lares 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. The Servicer hereby consents to such assignment and
assumption and acknowledges the Trust Fund's REMIC election.
3. Servicer Representations. The Servicer represents, warrants and
covenants to the Assignee that:
(a) All of the representations and warranties of the Servicer set forth in
Section 3.2 of the Master Agreement are true and correct as of the date hereof;
(b) the Servicer has complied in all material respects with its obligations
to service the Mortgage Loans in accordance with the terms of the Master
Agreement;
(c) No offsets, counterclaims or other defenses are available to the
Servicer with respect to the Master Agreement or the Mortgage Loans; and
(d) the Servicer has no knowledge of, and has not received notice of, any
waivers under or amendments or other modifications of, or assignments of rights
or obligations under or defaults under, the Master Agreement.
4. Amendment of the Master Agreement. 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 Schedule A 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. The Servicer and the Seller
agree that this Agreement is a Reconstitution Agreement executed in connection
with a Securitization Transaction and that May 1, 2007 is the Reconstitution
Date.
5. Trust Cut-off Date. The parties hereto acknowledge that the Trust
Cut-Off Date is April 1, 2007.
6. Servicing Fee Rate. Notwithstanding any provision of the Servicing
Agreement to the contrary, the Servicing Fee rate for the Serviced Loan shall be
equal to 0.250% per annum (the "Servicing Fee Rate"). The Servicing Fee shall be
3
{PAGE}
payable monthly from the interest portion of the related Monthly Payment
collected by the Servicer.
7. Release of Seller. 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.
8. Notices and Remittances.
-----------------------
(i) 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 2007-2
(or in the case of overnight deliveries,
9062 Old Annapolis Road
Columbia, Maryland 21045)
Telephone: (410) 884-2000
Facsimile: (410) 715-2380
(ii) All amounts required to be remitted or distributed by the
Servicer to the "Purchaser" 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 2007-2, Account #53142600
(iii) 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: CTLA - Structured Finance /
Luminent Mortgage Trust 2007-2
(iv) 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:
4
{PAGE}
Lares Asset Securitization, Inc.
101 California St., 13th Floor
San Francisco, California 94111
Attention: Christopher Zyda
Telephone: (415) 217-4500
Facsimile: (415) 217-4518
(v) 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:
National City Mortgage Co.
3232 Newmark Drive
Miamisburg, OH 45342
Attention: Hugh Yeary
9. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES OTHER THAN GENERAL OBLIGATIONS LAW SECTION 5-1401) AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS, EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW.
10. Successors and Assigns. This Agreement shall inure to the benefit of
the successors and assigns of the parties hereto.
11. Amendment. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced. The
parties hereto hereby acknowledge and agree that the Servicing Agreement shall
not be amended without the consent of the Seller.
12. Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute and be one and the same
instrument.
13. Trustee's Obligations Limited. 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 Pooling 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.
5
{PAGE}
[SIGNATURE PAGE FOLLOWS]
6
{PAGE}
IN WITNESS WHEREOF, the parties have caused this Reconstitution Agreement
to be executed by their duly authorized officers as of the date first above
written.
NATIONAL CITY MORTGAGE CO., as Servicer
By: /s/ Mary Beth Criswell
--------------------------------
Name: Mary Beth Criswell
Title: Vice President
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 2007-2 under the Pooling Agreement
By: /s/ Nina Nassar
--------------------------
Name: Nina Nassar
Title: Officer
Signature Page - National City Reconstituted Servicing Agreement -
Luminent 2007-2
7
{PAGE}
EXHIBIT A-1
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
(As retained on file with the Washington, DC office of Hunton & Williams LLP)
Exhibit A-1-1
{PAGE}
EXHIBIT A-2
FLOW MASTER SELLER'S WARRANTIES AND SERVICING AGREEMENT,
(As retained on file with the Washington, DC office of Hunton & Williams LLP)
Exhibit A-2-1
{PAGE}
EXHIBIT B
MORTGAGE LOAN SCHEDULE
(As retained on file with the Washington, DC office of Hunton & Williams LLP)
Exhibit B-1
{PAGE}
SCHEDULE A
(a) The definition of "Business Day" in Article I is hereby amended in its
entirety to read as follows:
Business Day: Any day other than a Saturday or Sunday, or a day on
which banks and savings and loan institutions in the State of California,
the State of Maryland, the State of Minnesota, the State of New York or the
State of Ohio are authorized or obligated by law or executive order to be
closed.
(b) The definition of "Custodian" in Article I is hereby amended in its
entirety to read as follows:
Custodian: Wells Fargo Bank, N.A., or any successor thereto.
---------
(c) The definition of "Eligible Account" is hereby added to Article I to
read as follows:
Eligible Account: Any of
----------------
(i) an account or accounts maintained with a federal or state
chartered depository institution or trust company the short-term
unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a
holding company, the short-term unsecured debt obligations of such
holding company) are rated in the highest short term rating category
of each Rating Agency at the time any amounts are held on deposit
therein;
(ii) an account or accounts the deposits in which are fully
insured by the FDIC (to the limits established by it), the uninsured
deposits in which account are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to the Securities
Administrator, the Trustee and each Rating Agency, the Trustee on
behalf of the Certificateholders will have a claim with respect to the
funds in the account or a perfected first priority security interest
against the collateral (which shall be limited to Permitted
Investments) securing those funds that is superior to claims of any
other depositors or creditors of the depository institution with which
such account is maintained and which uninsured deposits shall not
cause any Rating Agency to reduce its then-current rating on any
Certificate, as evidenced by a rating confirmation from each such
Rating Agency;
(iii) a trust account or accounts maintained with the trust
department of a federal or state chartered depository institution,
national banking association or trust company acting in its fiduciary
capacity; or
(iv) an account otherwise acceptable to each Rating Agency
without reduction or withdrawal of its then current ratings of the
Certificates as evidenced by a letter from such Rating Agency to the
Securities Administrator and the Trustee. Eligible Accounts may bear
interest.
Schedule A-1
{PAGE}
(d) The definition of "First Remittance Date" in Article I is hereby
amended in its entirety to read as follows:
First Remittance Date: May 18, 2007.
---------------------
(e) A new definition of "Master Servicer" is hereby added to Article I to
read as follows:
Master Servicer: Wells Fargo Bank, N.A. or any successor thereto.
---------------
(f) A new definition of "Nonrecoverable Advance" is hereby added to Article
I immediately following the definition of "Mortgagor" to read as follows:
Nonrecoverable Advance: Any Monthly Advance or Servicing Advance
previously made or proposed to be made in respect of a Mortgage Loan or REO
Property that, in the good faith business judgment of the Servicer, will
not or, in the case of a proposed Monthly Advance or Servicing Advance,
would not ultimately be recoverable from collections on such Mortgage Loan,
Monthly Payments, Insurance Proceeds, Condemnation Proceeds or Liquidation
Proceeds or other amounts received with respect to such Mortgage Loan or
REO Property as provided herein.
(g) A new definition of "Officer's Certificate" is hereby added to Article
I to read as follows:
Officer's Certificate: A certificate signed by the Chairman of the
Board or the Vice Chairman of the Board or the President, a Senior Vice
President, a First Vice President, a Vice President, Assistant Vice
President, Treasurer, Secretary, Assistant Treasurer, Assistant Secretary
or another authorized signatory of the Servicer.
(h) The definition of "Opinion of Counsel" in Article I is hereby amended
in its entirety to read as follows:
Opinion of Counsel: A written opinion of counsel, who may be an
employee of National City Mortgage Co., that is reasonably acceptable to
the Trustee and the Master Servicer provided that any Opinion of Counsel
relating to (a) qualification of the Mortgage Loans in a REMIC or (b)
compliance with the REMIC Provisions, must be an opinion of counsel
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