Exhibit 99.2
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the "Assignment") is
dated as of April 1, 2006, by and among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank, USA, having an
address at 4 World Financial Center, 10th Floor, New York, New York 10080 (the
"Assignor"), ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending, Inc., having an address at 4 World
Financial Center, New York, New York 10080 (the "Assignee"), and First Republic
Bank, having an address at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ (the "Seller").
WHEREAS, the Seller and the Assignor, as Purchaser, entered into that
certain Mortgage Loan Purchase and Servicing Agreement, dated as of December 1,
2005 (as amended and in effect on the date hereof, the "Purchase and Servicing
Agreement"); and
WHEREAS, the Assignor wishes to assign to the Assignee all of its right,
title, interest and obligations with respect to those certain mortgage loans set
out on Attachment 1 to the Assignment, Assumption and Recognition Agreement (the
"FRB AAR"), dated as of April 1, 2006, among the Assignee, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Mortgage Investors, Inc. ("MLMI") and the Seller (the "Mortgage Loans") under
the Purchase and Servicing Agreement, with respect to the Mortgage Loans (except
for the obligations that arise prior to the date hereof which shall be retained
by Assignor), and Assignee wishes to assume all of Assignor's right, title,
interest and obligations in and to such Mortgage Loans as provided in the
Purchase and Servicing Agreement and as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, and of the mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. Definitions. Defined terms used in this Assignment and not otherwise
defined herein shall have the meaning set forth in the Purchase and Servicing
Agreement.
2. Assignment. The Assignor hereby assigns all of its right, title,
interest and obligations with respect to the Mortgage Loans, under the Purchase
and Servicing Agreement, to the Assignee (except with respect to the obligations
that arise prior to the date hereof which shall be retained by the Assignor).
3. Assumption. The Assignee hereby accepts such assignment and assumes all
of such rights, title, interest and obligations of the Assignor with respect to
the Mortgage Loans under the Purchase and Servicing Agreement as set forth
herein (other than any obligations that arise prior to the date hereof which
shall be retained by the Assignor).
4. Recognition. From and after the date hereof as long as the Assignee is
the owner of the Mortgage Loans, the Seller, as servicer, shall recognize the
Assignee as the owner of the Mortgage Loans, and the Seller will service the
Mortgage Loans in accordance with the servicing
provisions contained in the Purchase and Servicing Agreement for the benefit of
the Assignee, and shall look solely to the Assignee for performance of the
obligations of Assignor under the Purchase and Servicing Agreement with respect
to the Mortgage Loans. From and after the date hereof for as long as the
Assignee is the owner of the Mortgage Loans, the Assignee shall recognize the
Seller as the servicer of the Mortgage Loans, and shall look solely to the
Seller for performance of the obligations of the Seller under the Purchase and
Servicing Agreement with respect to the Mortgage Loans.
The Seller is aware and understands that the Assignee will be further
assigning its right, title and interest to the Mortgage Loans under the Purchase
and Servicing Agreement to MLMI on the date hereof pursuant to the FRB AAR.
5. Governing Law. This Assignment shall be construed in accordance with the
substantive laws of the State of New York (without regard to conflict of laws
principles) and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws, except to the extent preempted
by federal law.
6. Successors. This Assignment shall inure to the benefit of the successors
and assigns of the parties hereto. Any entity into which the Seller, the
Assignor or the Assignee may be merged or consolidated shall, without the
requirement for any further writing, be deemed the Seller, the Assignor or the
Assignee, respectively, hereunder.
7. No Waiver. No term or provision of this Assignment may be waived or
modified unless such waiver or modification is in writing and signed by the
parties hereto, including the acknowledgment parties.
8. Survival. This Assignment shall survive the conveyance of the Mortgage
Loans and the assignment of the Purchase and Servicing Agreement to the extent
of the Mortgage Loans by the Assignor to the Assignee and the termination of the
Purchase and Servicing Agreement.
9. Counterparts. This Assignment may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute and be one and the same
instrument.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have caused this Assignment, Assumption and
Recognition Agreement to be executed by their duly authorized officers as of the
date first above written.
▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK, USA
THE ASSIGNOR
By:
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Name:
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Title:
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▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE
LENDING, INC.
THE ASSIGNEE
By:
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Name:
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Title:
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FIRST REPUBLIC BANK
THE SELLER
By:
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Name:
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Title:
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