EXECUTION COPY
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated
February 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.
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2.
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The Assignor warrants and represents to, and
covenants with, the Assignee that:
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(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.
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3.
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The Assignee warrants and represents to, and
covenants with, the Assignor that:
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(a)
The Assignee is a corporati
