Exhibit 99.6
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT is dated as of July
1, 2006, by and among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank, USA, 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 National City Mortgage Co., having an address at
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (the "Company").
WHEREAS, the Company and the Assignor, as Purchaser, entered into that
certain Master Seller's Warranties and Servicing Agreement, dated as of May 1,
2004 (as amended and in effect on the date hereof, the "Warranties 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 Schedule A to the Pooling and Servicing Agreement, dated as of July 1,
2006 (the "Pooling and Servicing Agreement"), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage
Investors, Inc. ("MLMI"), ▇▇▇▇▇ Fargo Bank, N.A. and HSBC Bank USA, National
Association (the "Mortgage Loans") under the Warranties 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 Warranties 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 Warranties and Servicing
Agreement.
2. Assignment. Assignor hereby assigns all of its right, title, interest
and obligations with respect to the Mortgage Loans, under the Warranties and
Servicing Agreement, to Assignee (except with respect to the obligations that
arise prior to the date hereof which shall be retained by Assignor).
3. Assumption. Assignee hereby accepts such assignment and assumes all of
such rights, title, interest and obligations of Assignor with respect to the
Mortgage Loans under the Warranties and Servicing Agreement as set forth herein
(other than any obligations that arise prior to the date hereof which shall be
retained by Assignor).
4. Recognition. From and after the date hereof as long as Assignee is the
owner of the Mortgage Loans, the Company, as servicer, shall recognize 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 Warranties
and Servicing Agreement for the benefit of Assignee and shall look solely to
Assignee for performance of the obligations of Assignor under the Warranties and
Servicing Agreement with respect to the Mortgage Loans. From and after the date
hereof for as long as Assignee is the owner of the Mortgage Loans, 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 Warranties
and Servicing Agreement with respect to the Mortgage Loans.
The Company is aware and understands that Assignee will be further
assigning its right, title and interest to the Mortgage Loans under the
Warranties and Servicing Agreement to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc.
("MLMI") on the date hereof pursuant to the Mortgage Loan Purchase Agreement,
dated as of July 1, 2006, between Assignee and MLMI.
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 Company,
Assignor or Assignee may be merged or consolidated shall, without the
requirement for any further writing, be deemed the Company, Assignor or
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 party.
8. Survival. This Assignment shall survive the conveyance of the Mortgage
Loans and the assignment of the Warranties and Servicing Agreement to the extent
of the Mortgage Loans by Assignor to Assignee and the termination of the
Warranties 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
ASSIGNOR
By: ___________________________
Name: ___________________________
Title: ___________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE
LENDING, INC.
ASSIGNEE
By: ___________________________
Name: ___________________________
Title: ___________________________
ACKNOWLEDGED BY:
NATIONAL CITY MORTGAGE CO.,
By: ___________________________
Name: ___________________________
Title: ___________________________
