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Document Preview Reconstituted Servicing Agreement |
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Title: |
Reconstituted Servicing Agreement |
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Date: |
2007 |
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Preview shows 23KB of 139KB total |
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$46 |
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ID: |
#2899668 |
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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 RESIDENTIAL FUNDING COMPANY, LLC ("RFC"), 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 One
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 April 1, 2007 (the "Pooling Agreement"), by and among the
Seller, the Depositor, the Master Servicer, the Securities Administrator and the
Trustee;
WHEREAS, the Serviced Loans were acquired from RFC by the Seller pursuant
to a certain standard terms and provisions of sale and servicing agreement,
dated as of March 30, 2006 by and among RFC, Luminent Mortgage Capital, Inc.,
Mercury Mortgage Finance Statutory Trust and the Seller (the "Servicing
Agreement") (a copy of such Servicing Agreement is attached hereto on Exhibit
Four);
WHEREAS, the Serviced Loans are currently being serviced by RFC for the
Seller pursuant to the Servicing Agreement, and the Depositor desires that RFC
continue to service the Serviced Loans and RFC has agreed to do so, subject to
the rights of the Master Servicer to terminate the rights and obligations of RFC
hereunder as set forth herein and to the other conditions set forth herein;
WHEREAS, the Seller and RFC 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 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
on behalf of the Trustee and the Trust Fund, and shall have the right to
terminate the rights and obligations of RFC 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 hereby agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used and not defined in this Agreement (including Exhibit
Two attached hereto) or in the Servicing Agreement shall have the meanings
ascribed to them in the Pooling Agreement.
ARTICLE II
SERVICING
RFC 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 RFC under the provisions of the Servicing Agreement,
except as otherwise provided herein and on Exhibit Two 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 4.01 of the
Servicing Agreement (as modified by this Agreement) the remittance on May 18,
2007 to be made to the Trust Fund is to include all principal collections due
after April 1, 2007 (the "Trust Cut-off Date"), plus interest thereon at the
weighted average Mortgage Interest Rate collected during 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, and taking into account
the adjustments specified in the definition of "Remittance Amount" set forth in
Section 1.01 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 0.425% 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
From and after the date hereof, RFC, and any successor servicer hereunder,
shall be subject to the supervision of the Master Servicer, which Master
Servicer shall be obligated to enforce RFC's obligation to service the Serviced
Loans in accordance with the provisions of this Agreement. RFC shall recognize
the Luminent Mortgage Trust 2007-2 Trust Fund (the "Trust Fund") as the owner of
the Serviced Loans, and RFC will service the Serviced Loans for the Trust Fund
as if the Trust Fund and RFC 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 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 Owner under the Servicing Agreement
to enforce the obligations of RFC, including, without limitation, the
enforcement of (i) the document delivery requirements set forth in Section 2.01
of the Servicing Agreement and (ii) remedies with respect to representations and
warranties made by RFC in the Servicing Agreement, and shall be entitled to
enforce all of the obligations of RFC thereunder insofar as they relate to the
Serviced Loans. RFC shall look solely to the Trust Fund for performance of any
obligations of the Owner under the Servicing Agreement and the Trust Fund hereby
assumes such obligations. All references to the Owner under the Servicing
Agreement insofar as they relate to the Serviced Loans, shall be deemed to refer
to the Trust Fund. RFC 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 RFC'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 RFC under this Agreement, as provided in Section 6.01 (Events of
Default of the Company) 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 Owner 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 RFC,
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 and Servicing Agreement. Without
limitation of the foregoing, any provision of the Servicing Agreement requiring
the Seller or the Trust Fund, as "Owner" under the Servicing Agreement, to
reimburse RFC for any costs or expenses shall be satisfied by RFC's
reimbursement of such costs or expenses from the Custodial Account.
A copy of all assessments, attestations, reports and certifications
required to be delivered by RFC under this Agreement and the Servicing Agreement
shall be delivered to the Master Servicer by the date(s) specified herein or
3
{PAGE}
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 RFC 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
RFC hereby represents and warrants, for the benefit of the Depositor, the
Trustee and the Trust Fund, that (i) the representations and warranties set
forth on Exhibit Five to this Agreement are true and correct as of May 1, 2007
(the "Reconstitution Date"), as if such representations and warranties were made
on such date and (ii) the representations and warranties set forth in Section
2.04 of the Servicing Agreement are true and correct as of the related Closing
Date (as defined in the Servicing Agreement) as if such representations and
warranties were made on such date.
RFC 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 RFC set forth
above that materially and adversely affects the value of that Mortgage Loan or
the interests of the Owner in such Mortgage Loan shall be as set forth in
Subsection 2.04 of the Servicing Agreement as if they were set forth herein
(including without limitation the repurchase and indemnity obligations set forth
therein). Such enforcement of a right or remedy 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 Owner under the Servicing Agreement.
Each of the Serviced Loans has been conveyed to the Trustee pursuant to the
Pooling Agreement and Luminent is not the originator of any of the Serviced
Loans.
ARTICLE VIII
ASSIGNMENT
RFC hereby acknowledges that the rights of the Seller as Owner under the
Servicing Agreement, as amended by this Agreement, will be assigned to the
Depositor, and by the Depositor to the Trust Fund, 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 Owner under the
Servicing Agreement to the Depositor and the Trustee, on behalf of the Trust
4
{PAGE}
Fund, as applicable. In addition, the Trust Fund has made, or intends to make, a
REMIC election with respect to the Serviced Loans. RFC hereby consents to such
assignment and assumption and acknowledges that this agreement constitutes an
assignment and assumption agreement for purposes under Section 2.03 of the
Servicing Agreement. In addition, RFC hereby 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. The
Seller will have the continuing right, upon notice, to access the Servicer's
files with respect to the Serviced Loans, including related books and records.
In addition, the Seller will have the continuing right to receive the Servicer's
reports (including the mortgage loan tape) with respect to the Serviced Loans.
ARTICLE X
NOTICES AND REMITTANCES
All notices, consents, certificates, reports and certifications
(collectively, "Written Information") required to be delivered to the Owner
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: Client Manager, Luminent 2007-2
Or, in the case of overnight deliveries:
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Client Manager, Luminent 2007-2
Telephone: (410) 884-2000
Facsimile: (410) 715-2380
5
{PAGE}
All amounts required to be remitted or distributed by the Servicer to the
Owner 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
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
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:
Lares Asset Securitization, Inc.
101 California Street, 13th Floor
San Francisco, California 94111
Attention: Christopher Zyda
Telephone: (415) 217-4500
Facsimile: (415) 217-4518
All Written Information required to be delivered to the Seller under the
Servicing Agreement and under this Agreement shall be delivered to the Seller at
the following address:
Maia Mortgage Finance Statutory Trust
One Commerce Square
2005 Market Street, Suite 2100
Philadelphia, PA 19103
Attention: Legal Department (Luminent 2007-2)
Telephone: (415) 217-4500
Facsimile: (215) 217-4518
All demands, notices and communications required to be delivered to RFC
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:
6
{PAGE}
Residential Funding Company, LLC
8400 Normandale Lake Boulevard, Suite 250
Minneapolis, MN 55437
Attention: Legal Department
with a copy to:
Residential Funding Company, LLC
2255 N. Ontario Street, Suite 400
Burbank, CA 91504
Attention: Servicing Manager (Luminent 2007-2)
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
Notwithstanding anything provided herein and on Exhibit Two hereto, the
parties hereto hereby acknowledge and agree that the Servicing Agreement shall
not be amended without the consent of the Seller.
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.
ARTICLE XIV
RECONSTITUTION
The Seller and RFC agree that the transfer of the Serviced Loans hereunder
is made pursuant to Section 2.03 of the Servicing Agreement and that May 1, 2007
is the Reconstitution Date related thereto.
7
{PAGE}
ARTICLE XV
LIMITED ROLE OF THE TRUSTEE
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 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.
[Remainder of page intentionally blank. Signatures follow.]
8
{PAGE}
Executed as of the day and year first written above.
RESIDENTIAL FUNDING COMPANY,
LLC, as Servicer
By: /s/ Marguerite Steffes
----------------------------
Name: Marguerite Steffes
Title: Associate
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
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