EXECUTION COPY
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated
December 1, 2004, 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 repres
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