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ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”) is entered into as of
________________ by and between ____________________________________________________________________
(“Assignor
”) and _____________________________________________________________________ (“Assignee”).
All terms used, but not defined, herein shall have the meanings ascribed to them in the Underlying Agreement (defined
below).
WHEREAS, Assignor and Federal National Mortgage Association, a federally chartered corporation, as financial agent of
the United States (“Fannie Mae
”), are parties to a Commitment to Purchase Financial Instrument and Servicer
Participation Agreement, a complete copy of which (including all exhibits, amendments and modifications thereto) is
attached hereto and incorporated herein by this reference (the “Underlying Agreement
”);
WHEREAS, Assignor has agreed to assign to Assignee all of its rights and obligations under the Underlying Agreement
with respect to the Eligible Loans that are identified on the schedule attached hereto as Schedule 1
(collectively, the
“Assigned Rights and Obligations
”); and
WHEREAS, Assignee has agreed to assume the Assigned Rights and Obligations.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Assignment. Assignor hereby assigns to Assignee all of Assignor’s rights and obligations under the Underlying
Agreement with respect to the Assigned Rights and Obligations.
2. Assumption. Assignee hereby accepts the foregoing assignment and assumes all of the rights and obligations of
Assignor under the Underlying Agreement with respect to the Assigned Rights and Obligations.
3. Effective Date. The date on which the assignment and assumption of rights and obligations under the Underlying
Agreement is effective is _________________________.
4. Successors. All future transfers and assignments of the Assigned Rights and Obligations transferred and assigned
hereby are subject to the transfer and assignment provisions of the Underlying Agreement. This Assignment and
Assumption Agreement shall inure to the benefit of, and be binding upon, the permitted successors and assigns of the
parties hereto.
5. Counterparts. This Assignment and Assumption Agreement may be executed in counterparts, each of which shall be
an original, but all of which together constitute one and the same instrument.