ASSIGNMENT AND CONVEYANCE AGREEMENT
On
this 25th
day of May, 2006, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Xxxxx Fargo Bank, N.A. (the
“Seller”)
as the Seller under that certain Second Amended and Restated Master Mortgage
Loan Purchase Agreement (the “Purchase
Agreement”)
and as the Company under that certain Second Amended and Restated Master
Seller’s Warranties and Servicing Agreement (the “Servicing
Agreement”)
each dated as of May 1, 2006, (collectively, the “Agreements”)
does hereby sell, transfer, assign, set over and convey to Bank of America,
National Association as the Purchaser (the “Purchaser”)
under the Agreements, and the Purchaser hereby accepts from the Seller, without
recourse, but subject to the terms of the Agreements, all right, title and
interest of, in and to each of the Company Mortgage Loans listed on the Mortgage
Loan Schedule attached hereto as Schedule
I
(the “Mortgage Loans”), together with the Custodial Mortgage Files and all
rights and obligations arising under the documents contained therein. Pursuant
to Section 2.03 of the Servicing Agreement, the Seller has delivered to the
Custodian the documents required to be delivered under the Agreements for
each
Mortgage Loan to be purchased. The Servicing Files and the Retained Mortgage
Files retained by the Seller pursuant to Section 2.01 of the Servicing Agreement
shall be appropriately marked to clearly reflect the sale of the related
Mortgage Loans to the Purchaser.
The
Seller hereby makes the representations and warranties set forth in Section
3.01
and for each of the Mortgage Loans, Section 3.02 of the Servicing Agreement
as
of the date hereof.
Capitalized
terms used herein and not otherwise defined shall have the meanings set forth
in
the Agreements.
[Signatures
on the following page]
IN
WITNESS WHEREOF, the parties hereto, by the hands
of their duly authorized officers, execute this Assignment and Conveyance
Agreement as of the date first set forth above.
|
BANK
OF
AMERICA, NATIONAL
ASSOCIATION
Purchaser
|
XXXXX
FARGO BANK, N.A.
Seller
|
||
| By: /s/ Xxxxx X. Good | By: /s/ Xxxxx Xxxx Butter | ||
|
Name:
Xxxxx X. Good
Title:
Vice President
|
Name:
Xxxxx Xxxx Butter
Title:
Assistant Vice President
|
[Signature
page to Assignment and Conveyance
Agreement for XXXX-Xxxxx Fargo W36 (5/25/06)]
SCHEDULE
I
COMPANY
MORTGAGE LOANS
MORTGAGE
LOAN SCHEDULE
(WFHM
2006-W36)
