EXHIBIT 99.11 ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment and Assumption Agreement |
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LUMINENT MORTGAGE TRUST 2006-7 | Wachovia Bank,National Association | National City Mortgage Co. | Maia Mortgage Finance Statutory Trust. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 99.11
EXECUTION COPY
ASSIGNMENT, ASSUMPTION
AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the "Agreement"),
dated as of December 1, 2006 (the "Closing
Date"), is among Wachovia
Bank,
National Association
("Assignor"), National
City Mortgage Co. ("Servicer") and
Maia Mortgage Finance Statutory Trust ("Assignee").
WHEREAS, the Assignor and the Servicer
entered into that certain Master
Purchase and Servicing
Agreement, dated as of May 1,
2006, and that certain
Agreement (Compliance with
Regulation AB) dated
as of April
17, 2006
(collectively, the "Master
Agreement"), copies of which are
attached hereto as
Exhibits A-1 and A-2, respectively.
WHEREAS, pursuant to the terms of the Master
Agreement, the Servicer sold
to the Assignor certain mortgage
loans and currently services such mortgage
loans for the Assignor.
WHEREAS, Assignor
wishes to assign to Assignee all
of its right, title,
interest and obligations
under the Master Agreement with respect to certain
mortgage loans specified
in the Mortgage Loan Schedule
attached hereto as
Exhibit B (the
"Mortgage Loans"), and
Assignee wishes to
assume all of
Assignor's right, title and interest in and to such Mortgage
Loans as provided
in the Master Agreement.
WHEREAS, the Assignee and the
Servicer agree that, from and after the
Closing Date, the
servicing provisions of the Master
Agreement (as amended
pursuant to a
reconstitution agreement to
be entered into
prior to a
securitization transaction. which
reconstitution agreement shall
include
provisions for special
foreclosure rights) shall
continue to apply to the
Mortgage Loans and shall govern the servicing of the Mortgage Loans.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth and for other good and valuable consideration, the receipt and adequacy
of
which are hereby acknowledged, the parties hereto agree as follows:
1. The Assignor hereby grants,
transfers and assigns to Assignee all of the
right, title, interest and obligations of Assignor, as Purchaser,
in, to and
under the Master Agreement solely
with respect to, and to the
extent of, the
Mortgage Loans. Assignor specifically reserves and does not assign to
Assignee
any right, title and interest in, to or
under any mortgage loans subject to the
Master Agreement other than those set forth on Exhibit B.
2. On the Closing Date,
the Assignee shall pay to Assignor the purchase
price set forth in the related
commitment letter agreement, dated November 1,
2006, between Assignee and Assignor, the
terms of which are incorporated herein
by reference (the
"Commitment
Letter"), by wire
transfer of immediately
available funds to the account specified by Assignor. Assignee shall be
entitled
to all scheduled payments due on the Mortgage Loans after the Cut-Off Date of
November 1, 2006 (the "Cut-Off
Date"), and all unscheduled
payments or other
proceeds or other recoveries on the Mortgage Loans
received on and after the
Cut-Off Date (provided, however, that all scheduled payments due on or before
the Cut-Off Date shall belong to the
Assignor). In the event that the
December
18, 2006 remittance is paid to
Assignor, Assignor agrees to immediately make
such remittance to Assignee.
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3. The Assignor and the
Servicer represent, warrant and covenant that the
Master Agreement provided to the Assignee and attached hereto as Exhibits A-1
and A-2 is a true, complete and
accurate copy of the Master Agreement;
the
Master Agreement is in full
force and effect as of the date
hereof; and its
provisions have not been waived, amended or modified in any respect except as
contemplated herein, nor has any notice of termination been given thereunder.
As
of the date hereof, neither the Assignor nor the Servicer is in default under
the Master Agreement.
4. The Assignor represents, warrants
and covenants that:
(a) The Assignor is a national
banking association duly organized,
validly
existing, and in good standing under the laws of the United States and has
all
licenses necessary to carry on its business as now being conducted;
(b) The Assignor has corporate power
and authority to enter into, execute,
and deliver this Agreement, and all documents and certificates hereunder, and
to
perform its obligations in accordance
herewith; the execution, delivery,
and
performance of this Agreement
by the Assignor and the
consummation of the
transactions contemplated hereby have been duly and validly authorized;
this
Agreement evidences the valid,
binding, and enforceable
obligation of the
Assignor; and all requisite corporate action has been taken by the
Assignor to
make this Agreement valid and binding
upon the Assignor in accordance with its
terms;
(c)
No consent, approval,
authorization, or order
of any court
or
governmental agency or body relating to
the transactions contemplated by this
Agreement is required or, if required, such consent, approval, authorization,
or
order has been or will, prior to the Closing Date, be obtained;
(d) The consummation of the
transactions contemplated by this Agreement and
the fulfillment of or compliance with the terms and conditions of this
Agreement
are in the ordinary course of business of the Assignor and will not result in
the breach of any term or provision of the articles of incorporation
or bylaws
of the Assignor or result in the breach of any term or provision of, or
conflict
with or constitute a
default under, or result
in the acceleration of any
obligation under, any agreement,
indenture, loan, or credit agreement, or other
instrument to which the Assignor or
its property is subject, or result in the
violation of any law, rule, regulation,
order, judgment, or decree to which the
Assignor or its property is subject;
(e) There is no action,
suit, proceeding, or
investigation pending or
threatened against the Assignor
which, either in any one instance or in the
aggregate, is, in the Assignor's
judgment, likely to result in
any material
impairment of the right or ability of the
Assignor to carry on its business
substantially as now conducted, result in any material liability or any
material
adverse change in the financial
condition of the Assignor or which would draw
into question the
validity of this Agreement or of
any action taken or to be
taken in connection with the obligations of the Assignor contemplated herein or
which would be likely to impair materially
the ability of the
Assignor to
perform its obligations hereunder;
2
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(f)
There is no fact known to the
Assignor that materially
adversely
affects or, so far as the Assignor now
foresees, will materially
adversely
affect the ability
of the Assignor to perform
its obligations under this
Agreement;
(g)
Neither the Assignor
nor the arrangement
created by the Master
Agreement is an "investment company" or under the
"control" of an
"investment
company" as such terms are defined
in the Investment Company Act of 1940, as
amended;
(h) The Assignor has not dealt with
any broker, investment banker, agent,
or other person who may be
entitled to any<






