Exhibit 99.5
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the "MLMH AAR") is
dated as of November 15, 2005, by and among Xxxxxxx Xxxxx Mortgage Holdings,
Inc., 4 World Financial Center, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the
"Assignor"), Xxxxxxx Xxxxx Mortgage Lending, Inc., having an address at 4 World
Financial Center, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Assignee") and
GreenPoint Mortgage Funding, Inc. (the "Servicer").
WHEREAS, the Servicer, Terwin Advisors, LLC ("Terwin") and the Assignor, as
Purchaser entered into that certain Master Mortgage Loan Purchase and Servicing
Agreement, dated as of April 1, 2003 (as amended and in effect on the date
hereof, the "Purchase and Servicing Agreement"); and
WHEREAS, the Assignor wishes to assign to the Assignee all of its right,
title and interest with respect to those certain mortgage loans set out on
Exhibit A to the Assignment, Assumption and Recognition Agreement (the
"GreenPoint AAR"), dated as of November 15, 2005, among the Assignee, Xxxxxxx
Xxxxx Mortgage Investors, Inc. ("MLMI") and the Servicer (the "Mortgage Loans")
under the Purchase and Servicing Agreement, with respect to the Mortgage Loans,
and Assignee wishes to assume all of Assignor's right, title and interest in and
to such Mortgage Loans as provided in the Purchase and Servicing Agreement.
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 Purchase and Servicing
Agreement.
2. Assignment. The Assignor hereby assigns all of its right, title and
interest with respect to the Mortgage Loans, under the Purchase and Servicing
Agreement, to the Assignee.
3. Assumption. The Assignee hereby accepts such assignment and assumes all
of the rights, title and interest of the Assignor with respect to the Mortgage
Loans under the Purchase and Servicing Agreement.
4. Recognition. From and after the date hereof, the Servicer, as servicer
shall recognize the Assignee as the owner of the Mortgage Loans, and the
Servicer will service the Mortgage Loans in accordance with the servicing
provisions contained in the Purchase and Servicing Agreement for the benefit of
the Assignee, and shall look solely to the Assignee for performance of the
obligations of Assignor under the Purchase and Servicing Agreement with respect
to the Mortgage Loans. From and after the date hereof, the Assignee shall
recognize the Servicer as the servicer of the Mortgage Loans, and shall look
solely to the Servicer for
performance of the obligations of the Servicer under the Purchase and Servicing
Agreement with respect to the Mortgage Loans.
The Servicer is aware and understands that the Assignee will be further
assigning its right, title and interest to the Mortgage Loans under the Purchase
and Servicing Agreement to MLMI on the date hereof pursuant to the GreenPoint
AAR.
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 Servicer, the
Assignor or the Assignee may be merged or consolidated shall, without the
requirement for any further writing, be deemed the Servicer, the Assignor or the
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 aknowledgment parties.
8. Survival. This Assignment shall survive the conveyance of the Mortgage
Loans and the assignment of the Purchase and Servicing Agreement to the extent
of the Mortgage Loans by the Assignor to the Assignee and the termination of the
Purchase 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.
XXXXXXX XXXXX MORTGAGE HOLDINGS, INC.
THE ASSIGNOR
By:
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Name:
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Title:
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XXXXXXX XXXXX MORTGAGE LENDING, INC.,
THE ASSIGNEE
By:
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Name:
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Title:
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GREENPOINT MORTGAGE FUNDING, INC.
THE SERVICER
By:
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Name:
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Title:
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