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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 131KB total |
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Price: |
$68 |
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ID: |
#2899661 |
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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 WASHINGTON MUTUAL BANK ("Washington Mutual" 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 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 a Servicing Agreement, dated as of November 1, 2006
(the "Servicing Agreement"), among Washington Mutual, as servicer, and Luminent
Mortgage Capital, Inc., the Seller and Mercury Mortgage Finance Statutory Trust,
as Owner, a copy of which is annexed hereto as Exhibit Three and a Special
Foreclosure Rights Provisions letter agreement among, Luminent Mortgage Capital,
Inc., the Seller and Mercury Mortgage Finance Statutory Trust and agreed to by
the Servicer, dated of November 30, 2006, a copy of which is attached hereto as
Exhibit Six;
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 5.6 of the Servicing Agreement ("Transfer of Mortgage
Loans") provides that, subject to certain conditions set forth therein, the
Owner 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
Article 8 of the Servicing Agreement ("Reconstitutions; Regulation AB
Compliance") to execute such Reconstitution Agreements as may be reasonably
necessary in connection with any Permitted Reconstitution 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 Permitted Reconstitution
and (b) this Agreement shall constitute a Reconstitution Agreement (each as
{PAGE}
defined in the Servicing Agreement) in connection with such Permitted
Reconstitution 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 the Servicing Agreement with respect to
the Serviced Loans;
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 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 3.1 to the
Servicing Agreement ("Distributions"), the remittance on May 18, 2007 to be made
to the Luminent Mortgage Trust 2007-2 Trust (the "Trust Fund") is to include all
principal and interest collections due after April 1, 2007 (the "Trust Cut-off
Date"), and for the Due Period immediately preceding May 18, 2007, but exclusive
of any portion thereof allocable to a period prior to the Trust Cut-off Date
with respect to the Serviced Loans, and taking into account the adjustments
specified in the first paragraph of Section 3.1 to the Servicing Agreement (as
modified by this Agreement).
2
{PAGE}
ARTICLE IV
SERVICING FEE
The Servicing Fee Rate for the Serviced Loans is as set forth on the
related Mortgage Loan Schedule (the "Servicing Fee Rate"). The Servicing Fee
shall be payable monthly from the interest portion of the related Monthly
Payment collected by the Servicer or as otherwise provided in the Servicing
Agreement.
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 obligations, except
to the extent expressly set forth in the Pooling Agreement) as the Owner under
the Servicing Agreement to enforce the obligations of the Servicer with respect
to the Serviced Loans, including, without limitation, in the case of the
Trustee, the enforcement of (i) the document delivery requirements set forth in
Section 2.1 ("Identification of Mortgage Loans; Servicer to Act as Servicer")
and Section 4.2 ("Satisfaction of Mortgages and Release of Collateral Files") of
the Servicing Agreement and (ii) remedies with respect to representations and
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