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EXECUTION COPY
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT
AND ASSUMPTION AGREEMENT, dated January 1, 2005, between DLJ
Mortgage Capital, Inc., a Delaware corporation
(“Assignor”), and Credit Suisse First Boston Mortgage
Securities Corp., a Delaware corporation
(“Assignee”):
For and in
consideration of the sum of TEN DOLLARS ($10.00) and other 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. The Assignor hereby grants,
transfers and assigns to Assignee all of the right, title and
interest of Assignor, as Purchaser, in, to and under (a) those
certain Mortgage Loans listed on Exhibit A attached hereto (the
“Mortgage Loans”) and (b) those certain agreements
listed on Exhibit B attached hereto (the “Agreements”)
with respect to the Mortgage Loans.
The Assignor
specifically reserves and does not assign to the Assignee hereunder
any and all right, title and interest in, to and under and all
obligations of the Assignor with respect to any mortgage loans
subject to the Agreements which are not the Mortgage Loans set
forth on Exhibit A attached hereto and are not the subject of this
Assignment and Assumption Agreement.
2. The Assignor warrants and represents
to, and covenants with, the Assignee that:
(a) The Assignor is the lawful owner of
the Mortgage Loans with the full right to transfer the Mortgage
Loans free from any and all claims and encumbrances
whatsoever;
(b) The Assignor has not received
notice or, and has no knowledge of, any offsets, counterclaims or
other defenses with respect to the Agreements or the Mortgage
Loans;
(c) The Assignor has not waived or
agreed to any waiver under, or agreed to any amendment or other
modification of, the Agreements or the Mortgage Loans, including
without limitation the transfer of the servicing obligations under
the Agreements. The Assignor has no knowledge of, and has not
received notice of, any waivers under or amendments or other
modifications of, or assignments of rights or obligations under or
defaults under, the Agreements, or the Mortgage Loans;
and
(d) Neither the Assignor nor anyone
acting on its behalf has offered, transferred, pledged, sold or
otherwise disposed of the Mortgage Loans, any interest in the
Mortgage Loans or any other similar security to, or solicited any
offer to buy or accept a transfer, pledge or other disposition of
the Mortgage Loans, any interest in the Mortgage Loans or any other
similar security from, or otherwise approached or negotiated with
respect to the Mortgage Loans, any interest in the Mortgage Loans
or any other similar security with, any person in any manner, or
made by general solicitation by means of general advertising or in
any other manner, or taken any other action which would constitute
a distribution of the Mortgage Loans under the Securities Act of
1933 (the “1933 Act”) or which would render the
disposition of the Mortgage Loans a violation of Section 5 of the
1933 Act or require registration pursuant thereto.
3. The Assignee warrants and represents
to, and covenants with, the Assignor that:
(a) The Assignee is a
corporati
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