Exhibit 99.3
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the "MLBUSA AAR") is
dated as of March 31, 2006, by and among Xxxxxxx Xxxxx Bank, USA, 4 World
Financial Center, 10th Floor, New York, New York 10080 (the "Assignor"), Xxxxxxx
Xxxxx Mortgage Lending, Inc., having an address at 4 World Financial Center, New
York, New York 10080 (the "Assignee"), Countrywide Home Loans Servicing LP,
having an address at 000 Xxxxxxxxxxx Xxx, Xxxx Xxxxxx, Xxxxxxxxxx 00000 (the
"Company") and Countrywide Home Loans, Inc., having an address at 0000 Xxxx
Xxxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 (the "Seller").
WHEREAS, the Seller and the Assignor, as Purchaser entered into that
certain Master Mortgage Loan Purchase and Servicing Agreement, dated as of
November 1,2004 (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 Exhibit A to the Assignment, Assumption and Recognition Agreement (the
"Countrywide AAR"), dated as of March 31, 2006, among the Assignee, Xxxxxxx
Xxxxx Mortgage Investors, Inc. ("MLMI"), the Seller and the Company (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 Company, as servicer shall recognize the
Assignee as the owner of
the Mortgage Loans, and the Company 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 Company as the servicer of the Mortgage Loans, and shall look
solely to the Company for performance of the obligations of the Company under
the Purchase and Servicing Agreement with respect to the Mortgage Loans.
The Company 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 Countrywide
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
Company, the Assignor or the Assignee may be merged or consolidated shall,
without the requirement for any further writing, be deemed the Seller, the
Company, 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.
XXXXXXX XXXXX BANK, USA
THE ASSIGNOR
By:
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Name:
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Title:
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XXXXXXX XXXXX MORTGAGE LENDING, INC.
THE ASSIGNEE
By:
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Name:
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Title:
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COUNTRYWIDE HOME LOANS, INC.
THE SELLER
By:
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Name:
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Title:
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COUNTRYWIDE HOME LOANS SERVICING LP
THE SERVICER
BY: COUNTRYWIDE GP, INC., ITS GENERAL PARTNER
By:
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Name:
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Title:
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