ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment and Assumption Agreement |
|
|
|
You are currently viewing: This Assignment and Assumption Agreement involves
ABFC 2006-HE1 TRUST | Accredited Home Lenders, Inc. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Assignment and Assumption Agreement by:
<PAGE>
Exhibit 10.1(B)
--------------
EXECUTION COPY
--------------
December 14, 2006
ASSIGNMENT, ASSUMPTION
AND RECOGNITION AGREEMENT
(this "AAR"), dated
December 14, 2006, is among Bank of America,
National Association, a national
banking association having an office at 100 North Tryon Street, Charlotte,
North
Carolina 28255 (the "Assignor"),
Asset Backed Funding
Corporation, a Delaware
corporation having an office at 214 North
Tryon Street, Charlotte,
North
Carolina 28255 (the "Assignee"), and Accredited Home Lenders, Inc., a
California
corporation having an office at 15253 Avenue of Science, San Diego,
California
92128 (the "Company").
For
and in consideration of the
sum of one dollar ($1.00)
and other
valuable consideration the
receipt and sufficiency
of which are
hereby
acknowledged, and of the mutual
covenants herein contained, the parties
hereto
hereby agree as follows:
1. The Assignor hereby grants, transfers and
assigns to the Assignee all of
the right, title and interest of
the Assignor, as
Purchaser, under (i) that
certain Flow Sale and Interim
Servicing Agreement (the
"Flow Sale Agreement"),
dated as of September 1, 2006, by and between the Assignor and the Company,
(ii)
the Memorandum of Sale, dated September
28, 2006 (the "Original Closing
Date")
(the "Memorandum of Sale," and
together with the Flow Sale Agreement,
the
"Transfer Agreement"), each by and
between the Assignor
and the Company,
including but not limited to the representations and
warranties made by the
Company in Sections 3.01 and 3.02 and the remedy provisions set forth in
Section
3.03 of
the Flow Sale
Agreement (other than
the Assignor's rights
to
indenmnification thereunder), but
excluding the Assignor's rights under Section
3.05 of the Flow Sale Agreement, and
(iii) each of the Mortgage Loans delivered
under the Transfer Agreement by the Company to the Assignor. Notwithstanding
the
foregoing, the Company
and the Assignee acknowledge
that in the event the
Assignor repurchases any
Mortgage Loan or
otherwise performs any
other
obligation under the Mortgage Loan Purchase Agreement (as defined below) that
is
also the obligation of the Company under
the Transfer Agreement, the Assignor
shall be deemed to have retained its
right to enforce such obligation against
the Company and the Assignee
will be deemed to have
waived such right.
In
addition, notwithstanding any
provision in this
AAR to the contrary, the
Assignor specifically reserves
and does not assign to the Assignee any right,
title and interest in, to or under any
Mortgage Loans subject to the Transfer
Agreement other than the Mortgage Loans that are subject to the Mortgage Loan
Purchase Agreement (the "Assigned Mortgage Loans").
2. The Assignor has sold, assigned,
set over, and otherwise conveyed
its
rights in, to and under the Assigned Mortgage Loans delivered under the
Transfer
Agreement to the Assignee
pursuant to that certain Mortgage
Loan Purchase
Agreement (the "Mortgage Loan Purchase
Agreement"), dated as of
November 1,
2006, by and between the Assignee, as purchaser, and the Assignor, as seller.
<PAGE>
3. The Assignee has further
assigned its rights in, to and under (i) this
AAR and (ii) the Assigned Mortgage Loans delivered under the Transfer Agreement
to U.S. Bank National Association, as trustee (the "Trustee"), pursuant to that
certain Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"),
dated as of November
1, 2006, among
the Depositor, Option
One Mortgage
Corporation, as a servicer, JPMorgan Chase Bank, National
Association, as a
servicer, Litton Loan Servicing LP, as a
servicer, Wells Fargo Bank, N.A., as
master






