Exhibit 99.11
ASSIGNMENT AND ASSUMPTION
March 30, 2007
ASSIGNMENT AND ASSUMPTION (the "Assignment Agreement"), dated March 30,
2007 between Citigroup Global Markets Realty Corp., a New York corporation
having an office at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
("Assignor"), Maia Mortgage Finance Statutory Trust, a Maryland statutory trust
having an office at Xxx Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
("Assignee"), and Xxxxx Fargo Bank, National Association, a national banking
association, having an office at 0000 Xxx Xxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx 00000
(the "Servicer"):
For and in consideration of 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 Assignee all
of the right, title and interest of Assignor, as owner, with respect to the
mortgage loans listed on the schedule attached hereto as Exhibit A (the
"Mortgage Loans"), in, to and under that certain Servicing Agreement, (the
"Citigroup-Xxxxx Servicing Agreement"), dated as of September 15, 2005, by and
between the Assignor, and the Servicer.
2. The Assignee and the Servicer agree that on and after March 30,
2007 (the "Closing Date"), the Mortgage Loans no longer shall be serviced by the
Servicer for the Assignee pursuant to the Citigroup-Xxxxx Servicing Agreement.
On and after the Closing Date, such Mortgage Loans shall be serviced and
administered by the Servicer for the benefit of the Assignee pursuant to that
certain Servicing Agreement, dated as of April 25, 2006, among Luminent Mortgage
Capital, Inc., Mercury Mortgage Finance Statutory Trust and the Assignee as
owners, and the Servicer, as servicer (the "Luminent-Xxxxx Servicing
Agreement").
3. On or before the first Remittance Date (as defined in the
Luminent-Xxxxx Servicing Agreement) following the Closing Date, the Servicer
shall advance to the Assignee from its own funds or from amounts held for future
distribution under the Luminent-Xxxxx Servicing Agreement (with interest
adjusted to the Mortgage Loan Remittance Rate, as defined therein) all
delinquent principal and interest with respect to the Mortgage Loans for the
respective periods from and including the dates on which principal and interest
were last paid thereon through but not including the Closing Date (net of
Monthly Payments, as defined in the Luminent-Xxxxx Servicing Agreement, made on
the Mortgage Loans but both due after the cut-off date as of which the principal
of the Mortgage Loans was purchased by the Assignee from the Assignor and
remitted, or held for remittance, by the Servicer to the Assignor under the
Citigroup-Xxxxx Servicing Agreement), and the delinquent principal and interest
so advanced shall constitute Monthly Advances under (and as defined in) the
Luminent-Xxxxx Servicing Agreement. In addition, all Servicing Advances under
(and as defined in) the Citigroup-Xxxxx Servicing Agreement made by the Servicer
with respect to the Mortgage Loans, and not previously reimbursed to the
Servicer thereunder shall become Servicing Advances (as defined in the
Luminent-Xxxxx Servicing Agreement) on the Closing Date.
4. The Servicer and the Assignee acknowledge that on April 1, 2007
(the "Servicing Transfer Date") HomeBanc Mortgage Corporation ("HomeBanc") will
transfer the servicing of the mortgage loans listed on Exhibit B hereto (the
"HomeBanc Loans") to the Servicer. The Servicer shall effect such transfer in
accordance with customary practices and shall service the HomeBanc Loans for the
benefit of the Assignee in accordance with the terms of the Luminent-Xxxxx
Servicing Agreement from and after the Servicing Transfer Date. The Servicer
shall advance to the Assignee from its own funds or from amounts held for future
distribution under the Luminent-Xxxxx Servicing Agreement (with interest
adjusted to the Mortgage Loan Remittance Rate), on or before the first
Remittance Date following the Servicing Transfer Date any delinquent principal
and interest with respect to the HomeBanc Loans for the respective periods from
and including the dates on which principal and interest were last paid thereon
through but not including the Servicing Transfer Date (net of Monthly Payments
made on the HomeBanc Loans but both due after the cut-off date as of which the
principal of the HomeBanc Loans was purchased by the Assignee from the Assignor
and remitted, or held for remittance, by HomeBanc to the Assignor under the
Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of
December 1, 2006, between Homebanc and the Assignor), and the delinquent
principal and interest so advanced shall constitute Monthly Advances under the
Luminent-Xxxxx Servicing Agreement.
5. The Servicer and the Assignor each represent and warrant to the
Assignee that (i) attached hereto as Exhibit C is a true and complete copy of
the Citigroup-Xxxxx Servicing Agreement, (ii) the Citigroup-Xxxxx Servicing
Agreement is in full force and effect as of the date hereof, (iii) the
Citigroup-Xxxxx Servicing Agreement has not been waived, amended, supplemented
or otherwise modified in any respect and (iv) no notice of termination has been
given to such party under the Citigroup-Xxxxx Servicing Agreement.
6. The Assignor warrants and represents to, and covenants with, the
Assignee that:
(a) The Mortgage Loans are currently serviced under the
Citigroup-Xxxxx Servicing Agreement, the Assignor is the lawful owner
of its interests as owner under the Citigroup-Xxxxx Servicing
Agreement with respect to the Mortgage Loans and the Assignor has the
full right to transfer its interests as owner of the Mortgage Loans
(subject to the servicing rights of the Servicer) thereunder free from
any and all claims and encumbrances whatsoever;
(b) The Assignor has not received notice of, and has no
knowledge of, any offsets, counterclaims or other defenses available
to the Servicer with respect to the Mortgage Loans under the
Citigroup-Xxxxx Servicing Agreement; and
(c) The Assignor has not waived or agreed to any waiver
under, or agreed to any amendment or other modification of the
Citigroup-Xxxxx Servicing Agreement with respect to the Mortgage
Loans.
7. The Servicer hereby represents and warrants to, and covenants with,
the Assignee that:
(a) The Servicer has serviced the Mortgage Loans in
accordance with the terms of the Citigroup-Xxxxx Servicing Agreement
and otherwise complied with all covenants and obligations thereunder;
(b) The Servicer has taken no action or omitted to take any
required action the omission of which would have the effect of
impairing any mortgage insurance or guarantee on the Mortgage Loans;
(c) The Servicer has not satisfied, canceled, or
subordinated in whole or in part, or rescinded the Mortgage related to
any Mortgage Loan, and the Servicer has not released the Mortgaged
Property related to any Mortgage Loan from the lien of such Mortgage,
in whole or in part, nor has the Servicer executed an instrument that
would effect any such release, cancellation, subordination, or
rescission;
(d) The Servicer has not taken any action that would serve
to impair or encumber the Assignor's ownership interest in the
Mortgage Loans; and
(e) Except as set forth in this Agreement, the Servicer has
not waived or agreed to any waiver under, or agreed to any amendment
or other modification of, the Citigroup-Xxxxx Servicing Agreement or
the Mortgage Loans, except as allowed under the Citigroup-Xxxxx
Servicing Agreement. The Servicer has no knowledge of, and has not
received notice of, any waivers under or amendments or other
modifications of, or assignments of rights or obligations under,
except as contemplated in this Agreement, the Citigroup-Xxxxx
Servicing Agreement or the Mortgage Loans, except as allowed under the
Citigroup-Xxxxx Servicing Agreement.
Modification of the Luminent-Xxxxx Servicing Agreement
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8. Section 4.13 of the Luminent-Xxxxx Servicing Agreement is hereby
amended to read in its entirety as follows:
"The Servicer or its agent shall inspect the
Mortgaged Property as often as deemed necessary by
the Servicer in accordance with Accepted Servicing
Practices, or as may be required by the primary
mortgage guaranty insurer, to ensure that the
value of the Mortgage Property is being preserved.
The Servicer shall keep a record of each such
inspection and, upon request, shall provide the
Owner with an electronic report of each such
inspection."
9. Exhibit J to the Luminent-Xxxxx Servicing Agreement is hereby
amended by deleting the word "unilateral" from subsection (f).
IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption
to be executed by their duly authorized officers as of the date first above
written.
CITIGROUP GLOBAL MARKETS REALTY CORP.
Assignor
By:________________________________________
Name:______________________________________
Its:_______________________________________
Tax Payer Identification No.:_________________________________
MAIA MORTGAGE FINANCE STATUTORY TRUST
Assignee
By:________________________________________
Name:______________________________________
Its:_______________________________________
Tax Payer Identification No.:_________________________________
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Servicer
By:________________________________________
Name:______________________________________
Its:_______________________________________
Tax Payer Identification No.:_________________________________
