ASSIGNMENT AND CONVEYANCE
Execution
Copy
On
this 12th
day
of
September, 2006,
for good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Xxxxx Fargo Bank, N.A. (“Company”), as (i) the Seller under
that certain Commitment Letter, dated July
27,
2006 (the “Commitment Letter”), (ii) the Company under that certain Amended and
Restated Master Seller’s Warranties and Servicing Agreement, dated as of March
1, 2006 (the “Purchase
Agreement”
and,
together with the Commitment Letter, the “Agreements”)
does
hereby sell, transfer, assign, set over and convey to Xxxxxxx Xxxxx Mortgage
Company (“Purchaser”)
as the
Purchaser under the Agreements, and the Purchaser hereby accepts from the
Company, without recourse, but subject to the terms of the Agreements, all
right, title and interest of, in and to the Mortgage Loans listed on the
Mortgage Loan Schedule attached hereto as Exhibit A
for the
WFHM Adjustable Rate Mortgage Loan Pools 6601-6602 (the “Mortgage
Loans”).
Pursuant to Section 2.03 of the Purchase Agreement, the Company has delivered
the Mortgage Loan Documents to the Custodian. The Servicing File for each
Mortgage Loan shall be retained by the Company pursuant to Section 2.01 of
the Purchase Agreement.
In
accordance with Article II
of the
Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on
Exhibit A
attached
hereto. Notwithstanding the foregoing, the Purchaser does not waive any rights
or remedies it may have under the Agreements.
In
connection with the execution of this Assignment and Conveyance, the Company
and
the Purchaser hereby agree that the following modifications to the Purchase
Agreement shall apply only as to the Mortgage Loans on the Closing
Date:
(a) Section
3.02(vii) is hereby deleted in its entirety and replaced with the
following:
No
Fraud.
No
error,
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of the Company, the
Mortgagor, or, to the best of the Company’s knowledge, any appraiser, any
builder, or any developer, or any other party involved in the origination of
the
Mortgage Loan or in the application of any insurance in relation to such
Mortgage Loan;
(b) The
first
paragraph of Section 4.02, Liquidation
of Mortgage Loans,
of the
Purchase Agreement is hereby amended by deleting the phrase “the Company shall
notify the Purchaser in writing of the Company’s intention to do so, and the
Company shall not commence foreclosure proceedings if the Purchaser objects
to
such action within three (3) Business Days of receiving such notice” and
replacing it with the phrase “and shall provide such information regarding the
Mortgage Loan as the Purchaser reasonably may request, provided that the Company
shall cease or not commence foreclosure proceedings if the Purchaser objects
to
such action.”
(c) The
second paragraph of Section 4.04, Establishment of and Deposits to Custodial
Account, of the Purchase Agreement is hereby amended by deleting the phrase
“within one Business Day (or two Business Days in the case of the amounts
described in clauses (3) through (5) below) of the Company’s receipt,” and
replacing it with the phrase “within two (2) Business Days of the Company’s
receipt,”
(d) The
second paragraph of Section 6.02, Satisfaction of Mortgages and Release of
Mortgage Files, of the Purchase Agreement is hereby deleted in its entirety
and
replaced with the following:
If
the
Company satisfies or releases the lien of the Mortgage without first having
obtained payment in full of the indebtedness secured by the Mortgage (other
than
as a result of a modification of the Mortgage pursuant to the terms of this
Agreement or a liquidation of the Mortgaged Property pursuant to the terms
of
this Agreement) or should the Company otherwise prejudice any rights the
Purchaser may have under the mortgage instruments, upon written demand of the
Purchaser, the Company shall repurchase the related Mortgage Loan at the
Repurchase Price by deposit thereof in the Custodial Account within two (2)
Business Days of receipt of such demand by the Purchaser. The Company shall
maintain the Fidelity Bond and Errors and Omissions Insurance Policy as provided
for in Section 4.12 insuring the Company against any loss it may sustain with
respect to any Mortgage Loan not satisfied in accordance with the procedures
set
forth herein.
(e) Section
6.05, Annual Independent Public Accountants’ Servicing Report, is hereby deleted
in its entirety and replaced with [RESERVED].
(f) The
first
paragraph of Section 6.06, Report on Assessment of Compliance and Attestation,
is hereby amended by deleting the phrase “With respect to any Mortgage Loans
that are the subject of a Securitization Transaction,”
(g) Section
12.05, Notices, is hereby amended by deleting the first address for Xxxxx Fargo
Bank N.A. in paragraph (1) and replacing it with the following:
Xxxxx
Fargo Bank, N.A.
1
Home
Campus
MAC
#2302-033
Des
Moines, Iowa 50328-0001
Attention:
Xxxx X. Xxxxx
Tel:
(000) 000-0000, Fax: (000) 000-0000
Capitalized
terms used herein and not otherwise defined shall have the meanings set forth
in
the Agreements.
[SIGNATURE
PAGE FOLLOWS]
XXXXX
FARGO BANK, N.A., as Company
By:________________________
Name:_____________________
Title:______________________
ACCEPTED
AND AGREED:
XXXXXXX
XXXXX MORTGAGE COMPANY
a
New York limited partnership, as Purchaser
By:
Xxxxxxx Xxxxx Real Estate
Funding
Corp., its General Partner
By:
________________________________
Name:______________________________
Title:
_______________________________
EXHIBIT
A
MORTGAGE
LOAN SCHEDULE
See
attached
