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BAYVIEW FINANCIAL MORTGAGE PASS-THROUGH TRUST 2006-D | Bayview Financial Securities Company, LLC, | Bayview Financial Property Trust II,. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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This ASSIGNMENT AGREEMENT (the “Assignment Agreement”) is made as of November 1, 2006, by and between Bayview Financial Property Trust II, a Delaware statutory trust, as assignor (“BFPT II” or the “Assignor”) and Bayview Financial Securities Company, LLC, a Delaware limited liability company, as assignee (the “Assignee”).
WITNESSETH:
WHEREAS, pursuant to that certain Transfer and Servicing Agreement dated as of December 1, 2003 (together with any amendment or supplement thereto, the “2003-G Transfer and Servicing Agreement”), among Bayview Financial Revolving Asset Trust 2003-G, as issuer (the “2003-G Trust”), Wells Fargo, as master servicer, BFPT II, as depositor, and U.S. Bank National Association (as successor to Wachovia Bank, National Association ) (“U.S. Bank”) , as indenture trustee (in such capacity, the “2003-G Indenture Trustee”) and custodian, BFPT II sold certain mortgage loans to the 2003-G Trust and the 2003-G Trust granted a security interest in such mortgage loans and certain other rights relating to such mortgage loans to the 2003-G Indenture Trustee, on behalf of the Noteholders, pursuant to the Indenture dated as of December 1, 2003, between the 2003-G Trust and the 2003-G Indenture Trustee;
WHEREAS, pursuant to that certain Transfer and Servicing Agreement dated as of February 1, 2005 (together with any amendment or supplement thereto, the “2005-A Transfer and Servicing Agreement”), among Bayview Financial Revolving Asset Trust 2005-A, as issuer (the “2005-A Trust”), Wells Fargo, as master servicer, BFPT II, as depositor, and U.S. Bank, as indenture trustee (in such capacity, the “2005-A Indenture Trustee”) and custodian, and BNY Trust Company of Canada, as co-indenture trustee (the “2005-A Co-Indenture Trustee”), BFPT II sold certain mortgage loans to the 2005-A Trust and the 2005-A Trust granted a security interest in such mortgage loans and certain other rights relating to such mortgage loans to the 2005-A Indenture Trustee, on behalf of the Noteholders, pursuant to the Indenture dated as of February 1, 2005, among the 2005-A Trust, the 2005-A Indenture Trustee and the 2005-A Co-Indenture Trustee;
WHEREAS, pursuant to that certain Transfer and Servicing Agreement dated as of November 1, 2005 (together with any amendment or supplement thereto, the “2005-E Transfer and Servicing Agreement,” and together with the 2003-G Transfer and Servicing Agreement and the 2005-A Transfer and Servicing Agreement, the “Transfer and Servicing Agreements”), among Bayview Financial Revolving Asset Trust 2005-E, as issuer (the “2005-E Trust,” and together with the 2003-G Trust and the 2005-A Trust, the “Revolving Trusts”), Wells Fargo, as master servicer, BFPT II, as depositor, U.S. Bank, as indenture trustee (in such capacity, the “2005-E Indenture Trustee”) and custodian, and BNY Trust Company of Canada, as co-indenture trustee (in such capacity, the “2005-E Co-Indenture Trustee”), BFPT II sold certain mortgage loans to the 2005-E Trust and the 2005-E Trust granted a security interest in such mortgage loans and certain other rights relating to such mortgage loans to the 2005-E Indenture Trustee, on behalf of the Noteholders, pursuant to the Indenture dated as of November 1, 2005, among the 2005-E Trust, the 2005-E Indenture Trustee and the 2005-E Co-Indenture Trustee;
WHEREAS, pursuant to that certain Assignment and Relinquishment of Security Interest Agreement dated as of November 1, 2006, among the 2003-G Trust, BFPT II and the 2003-G Indenture Trustee, the 2003-G Trust sold, transferred and otherwise assigned those certain mortgage loans listed on Schedule I hereto (the “2003-G Assigned Mortgage Loans”) to BFPT II, and the 2003-G Indenture Trustee relinquished its security interest in the 2003-G Assigned Mortgage Loans, including all of its rights relating to the 2003-G Assigned Mortgage Loans under the applicable Purchase Agreement and the applicable Transfer and Servicing Agreement, and all items in the related Mortgage File;
WHEREAS, pursuant to that certain Assignment and Relinquishment of Security Interest Agreement dated as of November 1, 2006, among the 2005-A Trust, BFPT II and the 2005-A Indenture Trustee, the 2005-A Trust sold, transferred and otherwise assigned those certain mortgage loans listed on Schedule III hereto (the “2005-A Assigned Mortgage Loans”) to BFPT II, and the 2005-A Indenture Trustee relinquished its security interest in the 2005-A Assigned Mortgage Loans, including all of its rights relating to the 2005-A Assigned Mortgage Loans under the applicable Purchase Agreement and the applicable Transfer and Servicing Agreement, and all items in the related Mortgage File;
WHEREAS, pursuant to that certain Assignment and Relinquishment of Security Interest Agreement dated as of November 1, 2006, among the 2005-E Trust, BFPT II and the 2005-E Indenture Trustee, the 2005-E Trust sold, transferred and otherwise assigned those certain mortgage loans listed on Schedule IV hereto (the “2005-E Assigned Mortgage Loans,” and together with the 2003-G Assigned Mortgage Loans and the 2005-A Assigned Mortgage Loans, the “Assigned Mortgage Loans”) to BFPT II, and the 2005-E Indenture Trustee relinquished its security interest in the 2005-E Assigned Mortgage Loans, including all of its rights relating to the 2005-E Assigned Mortgage Loans under the applicable Purchase Agreement and the applicable Transfer and Servicing Agreement, and all items in the related Mortgage File; and
WHEREAS, the Assignor desires to sell, transfer and otherwise assign the Assigned Mortgage Loans to the Assignee, and the Assignee desires to purchase such Assigned Mortgage Loans.
NOW THEREFORE, in consideration of the foregoing, the parties agree as follows:
1. Conveyance of Assigned Mortgage Loans. The Assignor does hereby grant, transfer, assign, set over and otherwise convey to the Assignee, without recourse, all right, title and interest of the Assignor in and to (i) the Assigned Mortgage Loans, including all payments of interest (other than any Retained Interest), all prepayment premiums or penalties or yield maintenance payments, and all principal and other amounts received or receivable on or with respect to the Assigned Mortgage Loans on or after November 1, 2006, (other than payments due on or prior to such date), and all payments due after such date but received prior to such date and intended by the related obligor to be applied after such date, (ii) the related Mortgage Files and all rights of the Assignor in the Loan Collateral, (iii) any Insurance Policies, (iv) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (i) above), (v) all of the Assignor’s rights relating to the Assigned Mortgage Loans under the applicable Purchase Agreement and the applicable Transfer and Servicing Agreement and (vi) all income, revenues, issues, choses in action, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.
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2. Representations and Warranties of BFPT II. BFPT II hereby represents and warrants to the Assignee that as of the Closing Date:
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