ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
EXECUTION
This
Assignment, Assumption and Recognition Agreement (this “Assignment
Agreement”)
dated
as of March 1, 2007 among Greenwich Capital Financial Products, Inc., a Delaware
corporation (the “Assignor”),
Deutsche Bank National Trust Company, not individually but solely as trustee
for
the RBSGC Mortgage Loan Trust, Mortgage Loan Pass-Through Certificates, Series
2007-B (the “Assignee”),
Greenwich Capital Acceptance, Inc., a Delaware corporation (the “Depositor”),
and U.S. Central Federal Credit Union (the “Company”),
and
acknowledged by Xxxxx Fargo Bank, N.A., as master servicer (the “Master
Servicer”).
In
consideration of the mutual promises contained herein, the parties hereto
hereby
agree that the residential mortgage loans (the “Assigned
Loans”)
listed
on Attachment 1 annexed hereto (the “Assigned
Loan Schedule”)
sold,
transferred and assigned to Assignor pursuant to (i) the Purchase, Warranties
and Servicing Agreement, dated as of August 1, 2004 (the “Underlying
MLPSA”)
between the Company and Assignor, as amended by that certain Amendment to
the
Purchase, Warranties and Servicing Agreement, dated as of January 12, 2007
(the
“Amendment
No. 1”),
and
(ii) the Term Sheet dated as of August 31, 2006, between the Company and
Assignor (the “Term
Sheet”
and,
together with the Underlying MLPSA and the Amendment No. 1, the “Purchase
Agreement”)
and
now serviced by Navy Federal Credit Union (the “Servicer”)
for
the Company pursuant to the Purchase Agreement, shall be subject to the terms
of
this Assignment Agreement. Capitalized terms used herein but not defined
shall
have the meanings ascribed to them in the Purchase Agreement, and if not
defined
therein, in the Pooling and Servicing Agreement (as defined below).
Assignment
and Assumption
1. On
the
date hereof, Assignor has transferred the Assigned Mortgage Loans to the
Depositor pursuant to a Mortgage Loan Purchase Agreement, and the Depositor
has
transferred the Assigned Mortgage Loans to the Assignee pursuant to the Pooling
and Servicing Agreement. Concurrently with such transfers, Assignor hereby
grants, transfers and assigns to Assignee all of the right, title and interest
of Assignor in the Assigned Loans and, as they relate to the Assigned Loans,
all
of its right, title and interest in, to and under the Purchase Agreement.
Assignor specifically reserves and does not assign to Assignee any right,
title
and interest in, to or under any mortgage loans subject to the Purchase
Agreement other than those set forth on Attachment 1.
Representations,
Warranties and Covenants
2. Assignor
hereby warrants and represents to, and covenants with, the Assignee and
the
Company
that:
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(a)
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Attached
hereto as Attachment 2 is a true and accurate copy of the Purchase
Agreement, which agreement is in full force and effect as of the
date
hereof and the provisions of which have not been waived, amended
or
modified in any respect, nor has any notice of termination been
given
thereunder;
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(b)
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Assignor
is the lawful owner of the Assigned Loans with the full right to
transfer
the Assigned Loans and any and all of its interests, rights and
obligations under the Purchase Agreement as they relate to the
Assigned
Loans, free from any and all claims and encumbrances; and upon
the
transfer of the Assigned Loans to Assignee as contemplated herein,
Assignee shall have good title to each and every Assigned Loan,
as well as
any and all of Assignee’s interests, rights and obligations under the
Purchase Agreement as they relate to the Assigned Loans, free and
clear of
any and all liens, claims and
encumbrances;
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(c)
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There
are no offsets, counterclaims or other defenses available to the
Company
with respect to the Assigned Loans or the Purchase
Agreement;
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(d)
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Assignor
has no knowledge of, and has not received notice of, any waivers
under, or
any modification of, any Assigned
Loan;
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(e)
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Assignor
is duly organized, validly existing and in good standing under
the laws of
the jurisdiction of its incorporation, and has all requisite power
and
authority to sell, transfer and assign the Assigned
Loans;
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(f)
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The
Assignor has full corporate power and authority to execute, deliver
and
perform under this Assignment Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions
contemplated by this Assignment Agreement is in the ordinary course
of the
Assignor’s business and will not conflict with, or result in a breach of,
any of the terms, conditions or provisions of the Assignor’s charter or
by-laws, or any legal restriction, or any material agreement or
instrument
to which the Assignor is now a party or by which it is bound, or
result in
the violation of any law, rule, regulation, order, judgment or
decree to
which the Assignor or its property is subject. The execution, delivery
and
performance by the Assignor of this Assignment Agreement, and the
consummation by it of the transactions contemplated hereby, have
been duly
authorized by all necessary corporate action of the Assignor. This
Assignment Agreement has been duly executed and delivered by the
Assignor
and, upon the due authorization, execution and delivery by the
Assignee
and the Company, will constitute the valid and legally binding
obligation
of the Assignor enforceable against the Assignor in accordance
with its
respective terms except as enforceability thereof may be limited
by
bankruptcy, insolvency, or reorganization or other similar laws
now or
hereinafter in effect relating to creditor’s rights generally and by
general principles of equity, regardless of whether such enforceability
is
considered in a proceeding in equity or in
law;
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(g)
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No
material consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required
to be
obtained or made by the Assignor in connection with the execution,
delivery or performance by the Assignor of this Assignment Agreement,
or
the consummation by it of the transactions contemplated
hereby;
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(h)
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There
is no action, suit, proceeding, investigation or litigation pending
or, to
the Assignor’s knowledge, threatened, which either in any instance or in
the aggregate, if determined adversely to the Assignor, would adversely
affect the Assignor’s execution or delivery of, or the enforceability of,
this Assignment Agreement, or the Assignor’s ability to perform its
obligations under this Assignment Agreement;
and
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(i)
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Neither
Assignor nor anyone acting on its behalf has offered, transferred,
pledged, sold or otherwise disposed of the Assigned Loans or any
interest
in the Assigned Loans, or solicited any offer to buy or accept
transfer,
pledge or other disposition of the Assigned Loans, or any interest
in the
Assigned Loans, or otherwise approached or negotiated with respect
to the
Assigned Loans, or any interest in the Assigned Loans, with any
Person in
any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action which
would
constitute a distribution of the Assigned Loans under the Securities
Act
of 1933, as amended (the “1933 Act”) or which would render the disposition
of the Assigned Loans a violation of Section 5 of the 1933 Act
or require
registration pursuant thereto.
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3. The
Assignee hereby warrants and represents to, and covenants with, the Assignor
and
the Company that:
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(a)
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The
Assignee is duly organized, validly existing and in good standing
under
the laws of the jurisdiction of its organization and has all requisite
power and authority to acquire and hold the Assigned Loans for
the benefit
of the holders of the RBSGC
Mortgage Loan Trust, Mortgage
Loan Pass-Through Certificates, Series 2007-B (the “Certificates”);
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(b)
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The
Assignee has full corporate power and authority to execute, deliver
and
perform under this Assignment Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions
contemplated by this Assignment Agreement is in the ordinary course
of the
Assignee’s business and will not conflict with, or result in a breach of,
any of the terms, conditions or provisions of the Assignee’s charter or
by-laws, or any legal restriction, or any material agreement or
instrument
to which the Assignee is now a party or by which it is bound, or
result in
the violation of any law, rule, regulation, order, judgment or
decree to
which the Assignee or its property is subject. The execution, delivery
and
performance by the Assignee of this Assignment Agreement, and the
consummation by it of the transactions contemplated hereby, have
been duly
authorized by all necessary corporate action of the Assignee. This
Assignment Agreement has been duly executed and delivered by the
Assignee
and, upon the due authorization, execution and delivery by the
Assignor
and the Company, will constitute the valid and legally binding
obligation
of the Assignee enforceable against the Assignee in accordance
with its
respective terms except as enforceability thereof may be limited
by
bankruptcy, insolvency, or reorganization or other similar laws
now or
hereinafter in effect relating to creditor’s rights generally and by
general principles of equity, regardless of whether such enforceability
is
considered in a proceeding in equity or in
law;
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(c)
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Neither
the execution and delivery of this Assignment Agreement, the purchase
of
the Assigned Loans from the Assignor, the consummation of the transactions
contemplated hereby, nor the fulfillment of or compliance with
the terms
and conditions of this Assignment Agreement will conflict with
any of the
terms, conditions or provisions of the Assignee’s charter or by laws or
materially conflict with or result in a material breach of any
of the
terms, conditions or provisions of any legal restriction or any
agreement
or instrument to which the Assignee is now a party or by which
it is
bound, or constitute a default or result in an acceleration under
any of
the foregoing, or result in the material violation of any law,
rule,
regulation, order, judgment or decree to which the Assignee or
its
property is subject;
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(d)
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There
is no litigation, suit, proceeding or investigation pending or
threatened,
or any order or decree outstanding, which is reasonably likely
to have a
material adverse effect on the execution, delivery, performance
or
enforceability of this Assignment Agreement or which is reasonably
likely
to have a material adverse effect on the financial condition of
the
Assignee;
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(e)
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No
material consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required
to be
obtained or made by the Assignee in connection with the execution,
delivery or performance by the Assignee of this Assignment Agreement,
or
the consummation by it of the transactions contemplated
hereby;
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(f)
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The
Assignee agrees to be bound, as Purchaser, by all of the terms,
covenants
and conditions of the Purchase Agreement and the Assigned Loans,
and from
and after the date hereof, the Assignee assumes for the benefit
of each of
the Company and the Assignor all of the Assignor’s obligations as
Purchaser thereunder, with respect to the Assigned Loans;
and
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(g)
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The
Assignee does not believe, nor does it have any cause or reason
to
believe, that it cannot perform in all material respects each and
every
covenant contained in this Assignment Agreement and the Purchase
Agreement. The Assignee is solvent and the purchase of the Assigned
Loans
will not cause the Assignee to become
insolvent.
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4. The
Company hereby warrants and represents to, and covenants with, the Assignor,
the
Depositor and the Assignee that:
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(a)
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Attached
hereto as Attachment 2 is a true and accurate copy of the Purchase
Agreement, which agreement is in full force and effect as of the
date
hereof and the provisions of which have not been waived, amended
or
modified in any respect, nor has any notice of termination been
given
thereunder;
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(b)
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Company
is duly organized, validly existing and in good standing under
the laws of
the jurisdiction of its formation, and has all requisite power
and
authority to cause the Assigned Loans to be serviced and otherwise
to
perform its obligations under the Purchase
Agreement;
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(c)
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Company
has full power and authority to execute, deliver and perform under
this
Assignment Agreement, and to consummate the transactions set forth
herein.
The consummation of the transactions contemplated by this Assignment
Agreement is in the ordinary course of the Company’s business and will not
conflict with, or result in a breach of, any of the terms, conditions
or
provisions of the Company’s charter or by-laws, or any legal restriction,
or any material agreement or instrument to which the Company is
now a
party or by which it is bound, or result in the violation of any
law,
rule, regulation, order, judgment or decree to which the Company
or its
property is subject. The execution, delivery and performance by
the
Company of this Assignment Agreement, and the consummation by it
of the
transactions contemplated hereby, have been duly authorized by
all
necessary corporate action of the Company. This Assignment Agreement
has
been duly executed and delivered by the Company and, upon the due
authorization, execution and delivery by the Assignor and the Assignee,
will constitute the valid and legally binding obligation of the
Company
enforceable against the Company in accordance with its respective
terms
except as enforceability thereof may be limited by bankruptcy,
insolvency,
or reorganization or other similar laws now or hereinafter in effect
relating to creditors’ rights generally and by general principles of
equity, regardless of whether such enforceability is considered
in a
proceeding in equity or in law;
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(d)
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No
material consent, approval, order or authorization of, or registration
with, any governmental entity is required to be obtained or made
by the
Company in connection with the execution, delivery or performance
by the
Company of this Assignment Agreement, or the consummation by it
of the
transactions contemplated hereby;
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(e)
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Company
shall cause the establishment of a Custodial Account and an Escrow
Account
under the Purchase Agreement in favor of Assignee with respect
to the
Assigned Loans separate from the Custodial Account and the Escrow
Account
previously established under the Purchase Agreement in favor of
Assignor;
and
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(f)
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No
event has occurred from the Closing Date to the date hereof which
would
indicate that any of the representations and warranties as to the
Assigned
Loans made by the Company in Sections 3.01 and 3.02 of the Purchase
Agreement was untrue in any material respect as of the date said
representation or warranty was
given.
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5. The
Company hereby acknowledges and agrees that with respect to any breach of
the
representations and warranties made by the Company set forth in Section 4
hereof
the remedies available to the Assignor, the Assignee and the Depositor shall
be
as set forth in Subsection 3.03 of the Purchase Agreement as if such remedies
were set forth herein (including without limitation the repurchase and indemnity
obligations set forth therein).
6. Notwithstanding
any term hereof to the contrary, the execution and delivery of this Assignment
Agreement by the Assignee is solely in its capacity as trustee for the trust
fund created pursuant to the Pooling and Servicing Agreement (the “Trust
Fund”)
and
not individually, and any recourse against the Assignee in respect of any
obligations it may have under or pursuant to the terms of this Assignment
Agreement shall be limited solely to the assets it may hold as trustee of
the
Trust Fund.
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Recognition
of Assignee
7. From
and
after the date hereof, Company shall recognize the Assignee as owner of the
Assigned Loans and will cause the Assigned Loans to be serviced by the Servicer
for the Assignee as if the Assignee and Company had entered into a separate
agreement for the servicing of the Assigned Loans in the form of the Purchase
Agreement, the terms of which are incorporated herein by reference. In addition,
Company hereby acknowledges that from and after the date hereof, the Assigned
Loans will be subject to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”),
dated
as of March 1, 2007, by and among, the Assignee, in its capacity as Trustee
and
as a custodian, the Depositor, the Assignor and the Master Servicer, in its
capacity as such and as Securities Administrator. Pursuant to the Pooling
and
Servicing Agreement, the Master Servicer is required to monitor and enforce,
on
behalf of the Assignee, the performance by the Company of its obligations
to
cause the Assigned Loans to be serviced by the Servicer under this Assignment
Agreement. Such right will include, without limitation, the right to terminate
the rights and obligations of the Company and the Servicer under Article
IX of
the Purchase Agreement upon the occurrence of an event of default thereunder,
the right to exercise the Assigned Rights as permitted in Section 9.03 of
the
Purchase Agreement, the right to receive all remittances the Company is required
to have made under the Purchase Agreement, the right to receive all monthly
reports and other data the Company is required to have delivered under the
Purchase Agreement, the right to examine the books and records of the Servicer,
indemnification rights, and the right to exercise certain rights of consent
and
approval relating to actions taken by the Company. In connection therewith,
the
Company hereby agrees that all remittances required to be made with respect
to
the Assigned Loans pursuant to the Purchase Agreement shall be made by the
Servicer and will be made in accordance with the following wire transfer
instructions:
Xxxxx
Fargo Bank, N.A.
ABA#:
000-000-000
Account
Name: SAS CLEARING
Account
Number: 0000000000
For
further credit to: RBSGC 2007-B, Account # 00000000
and
the
Company shall cause to be delivered all reports and other notices required
to be
delivered under the Purchase Agreement to the Assignee and the Master Servicer
at:
Xxxxx
Fargo Bank, N.A.
X.X.
Xxx 00
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Corporate Trust Group, RBSGC
2007-B
(or
in the case of overnight deliveries,
0000
Xxx Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 21045)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
It
is the
intention of the Assignor, the Company and the Assignee that this Assignment
Agreement shall be binding upon and for the benefit of the respective successors
and assigns of the parties hereto. Neither the Company nor the Assignor shall
amend or agree to amend, modify, waive, or otherwise alter any of the terms
or
provisions of the Purchase Agreement which amendment, modification, waiver
or
other alteration would in any way affect the Assigned Loans without the prior
written consent of the Assignee.
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Reference
is made to the information provided by the Company in writing (including
electronic format) and contained in the Prospectus Supplement, including
any
supplement or amendment thereto, under the captions “Mortgage Loan
Origination—U.S. Central Federal Credit Union” and “The Servicers— Navy
Federal Credit Union” (the “Company
Information”).
The
Company agrees to indemnify and hold harmless the Depositor, each director
of
the Depositor, each officer of the Depositor who signed the registration
statement on Form S-3, including the Base Prospectus, filed with the Securities
and Exchange Commission in accordance with the 1933 Act, Greenwich Capital
Markets, Inc. (the “Underwriter”),
and
each person, if any, who controls the Depositor or the Underwriter within
the
meaning of Section 15 of the 1933 Act (collectively, the “Indemnified
Party”)
against any and all losses, claims, expenses, damages or liabilities to which
the Indemnified Party becomes subject, under the 1933 Act or otherwise,
including, without limitation, with respect to disputes between the parties,
insofar as such losses, claims, expenses, damages or liabilities (or actions
in
respect thereof) arise out of or are based upon (x) any untrue statement
of any
material fact contained in the Company Information or omission to state therein
a material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which such
statements were made, not misleading (in each case, regardless of whether
a
final judgment has been entered by a finder of fact) or (y) any material
misstatement or omission contained in the Prospectus Supplement regarding
information or statistics therein regarding the Mortgage Loans based on
information correctly derived by the Depositor or its affiliates and included
in
the Prospectus Supplement from information provided in writing (including
electronic format) by Company to the Assignor in the final file tape in
connection with Assignor’s original purchase of the Mortgage Loans, as well as
any subsequent update of the outstanding principal of any Mortgage Loan provided
in writing (including electronic format) by Company to Assignor or Depositor;
and Company will reimburse any such reasonable legal or other expenses
reasonably incurred by the Indemnified Party in connection with investigating
or
defending any such loss, claim, damage, liability or action.
Modification
of the Purchase Agreement
8. The
Purchase Agreement, as it relates to the Assigned Loans, is hereby amended
by
the
Company and the Assignor as follows:
(a)
Each
reference in the Underlying MLPSA to “Master Servicer” (including, without
limitation, in the definition of “Master Servicer” in the Underlying MLPSA)
shall be replaced with the words “Underlying Master Servicer”; provided,
that
this provision shall not be applicable to any references to Master Servicer
which have been added to the Purchase Agreement, or which have resulted from
a
modification to the Purchase Agreement, pursuant to the operation of this
Assignment Agreement. Each reference in Amendment No. 1 to the “Securitization
Master Servicer” (including, without limitation, in the definition of
“Securitization Master Servicer” in Amendment No. 1) shall be deemed to refer to
Xxxxx Fargo Bank, N.A., or its successors, as Master Servicer of the Trust
Fund.
(b) Section
1.01 of the Purchase Agreement shall be amended as follows:
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(i) by
adding
the following definitions thereto:
Depositor:
Greenwich Capital Acceptance, Inc.
Nonrecoverable
Advance:
Any
portion of a Monthly Advance previously made or proposed to be made by the
Servicer pursuant to this Assignment Agreement, that, in the good faith judgment
of the Servicer, will not or, in the case of a proposed advance, would not,
be
ultimately recoverable by it from the related Mortgagor or the related
Liquidation Proceeds or otherwise with respect to the related Mortgage
Loan.
Pooling
and Servicing Agreement:
That
certain pooling and servicing agreement, dated as of March 1, 2007, among
the
Assignee, in its capacity as Trustee and as a custodian, the Depositor, the
Assignor and the Master Servicer, in its capacity as such and as Securities
Administrator.
(ii) The
definition of Business Day in Section 1.01 of the Purchase Agreement shall
be
deleted and replaced with the following definition:
Business
Day:
Any day
other than: (A) a Saturday or Sunday, or (B) a legal holiday in the
States of New York, Kansas, Maryland, Minnesota or California or (C) a day
on which banks in the States of New York, Kansas, Maryland, Minnesota or
California are authorized or obligated by law or executive order to be
closed.
(iii) The
definition of Master Servicer in Section 1.01 of the Purchase Agreement shall
be
deleted and replaced with the following definition:
Master
Servicer:
Xxxxx
Fargo Bank, N.A., or its successors in interest who meet the qualifications
of
the Pooling and Servicing Agreement and this Assignment Agreement.
(iv) The
definition of Remittance Date in Section 1.01 of the Purchase Agreement shall
be
deleted and replaced with the following definition:
Remittance
Date:
The
18th day of any month, beginning with the First Remittance Date, or if such
18th
day is not a Business Day, the first Business Day immediately preceding such
18th day.
(v) The
definition of Servicing Fee Rate in Section 1.01 of the Purchase Agreement
shall
be deleted and replaced with the following definition:
Servicing
Fee Rate:
0.25%
per annum.
(c) Section
4.04 of the Purchase Agreement shall be amended by adding the following sentence
after the last sentence in the last paragraph of such Section:
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The
amount of any losses incurred in respect of any such investments shall be
deposited in the Custodial Account by the Company out of its own funds no
later
than the Business Day following the day on which the losses are
realized.
(d) Section
4.05 of the Purchase Agreement is hereby amended by replacing the period
at the
end of clause (viii) thereof with a semicolon, inserting the word “and”
thereafter and inserting the following as a new clause (ix):
(ix) to
reimburse itself for any Nonrecoverable Advances.
(e)
Section
4.13 of the Purchase Agreement shall be amended by adding the following phrase
to the end of the first sentence of the fourth paragraph:
;
provided,
however,
that
any REO Property shall be disposed of by the Company, or the Company shall
cause
the Servicer to dispose of such REO Property, before the close of the third
taxable year following the taxable year in which the Mortgage Loan became
an REO
Property, unless the Company is otherwise directed by the Assignee.
(f) Section
5.03 of the Purchase Agreement is hereby amended by deleting the second
paragraph thereof in its entirety and replacing it with the
following:
The
Servicer’s obligation to make such Monthly Advances as to any Mortgage Loan will
continue until the earlier of (i) the time such Mortgage Loan is paid in
full or
(ii) up to, but not including, the Due Date occurring in the month immediately
following the month in which the related Mortgaged Property is liquidated
unless
the Servicer deems such advance to be nonrecoverable.
If
the
Servicer determines an advance would be nonrecoverable, the Company shall
cause
the Servicer to deliver to the Purchaser, no later than the fifth (5th) Business
Day of the month in which such determination was made, a certificate signed
by a
Servicing Officer to the effect that an officer of the Servicer has reviewed
the
related Mortgage File and has made the reasonable determination that any
additional advances are nonrecoverable. If the Purchaser does not receive
such
certificate by the fifth (5th) Business Day of any month, the Servicer shall
be
obligated to make any required Monthly Advances prior to the Remittance Date
in
such month. The Servicer shall only be required to deliver one such certificate
with respect to any particular Mortgage Loan.
(g) Section
9.01(x) of the Purchase Agreement is hereby deleted in its entirety and replaced
by the following:
(x)
any
failure by the Company to duly perform, within the required time period,
its
obligations to provide any certifications, assessments, attestations or
statements of compliance under Sections 6.04 and 6.07 of the Purchase Agreement
after the date on which written notice of such failure, requiring the same
to be
remedied, shall have been given to the Company by any party to this Assignment
Agreement or any Master Servicer.
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(h) Section
9.01(B) and (C) of the Purchase Agreement shall be amended by replacing each
instance of the words “the Purchaser” with the words “the Master Servicer, on
behalf of the Trust Fund”; except that the words “the Purchaser” in the second
sentence of Section 9.01(C) shall be replaced by the words “the Master Servicer,
on behalf of the Trust Fund, or any successor to the Company appointed pursuant
to Section 11.01”.
(i) Section
9.03 shall be amended by replacing the first instance of the words “the
Purchaser” with the words “the Trust Fund”, and by replacing each other instance
of the words “the Purchaser” with the words “the Master Servicer, on behalf of
the Trust Fund”; except that the last instance of the words “the Purchaser” in
the last paragraph of Section 9.03 shall be replaced with the words “the Master
Servicer, on behalf of the Trust Fund, or any successor servicer of such
Mortgage Loans”.
9. Notice
Addresses.
The
Assignee’s address for purposes of all notices and correspondence related to the
Assigned Loans and this Assignment Agreement is:
Deutsche
Bank National Trust Company
0000
Xxxx
Xx. Xxxxxx Xxxxx
Xxxxx
Xxx, Xxxxxxxxxx 00000
Attention: RBSGC
2007-B
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
The
Assignor’s address for purposes for all notices and correspondence related to
the Assigned Loans and this Assignment Agreement is:
Greenwich
Capital Financial Products, Inc.
000
Xxxxxxxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxxxx 00000
Attention:
Legal Department (RBSGC
2007-B)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
The
Company’s address for purposes of all notices and correspondence related to the
Assigned Loans and this Assignment Agreement is:
U.S.
Central Federal Credit Union
0000
Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx,
Xxxxxx 00000
Attention:
Xxxxx X. Xxx
Telecopier
No.: (000) 000-0000
10
with
a
copy to:
U.S.
Central Federal Credit Union
0000
Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx,
Xxxxxx 00000
Attention:
Law Department
Telecopier
No: (000) 000-0000
10. Each
party will pay any commissions it has incurred and the fees of its attorneys
in
connection with the negotiations for, documenting of and closing of the
transactions contemplated by this Assignment Agreement.
11. THIS
ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW. THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN
ACCORDANCE WITH SUCH LAWS.
12. No
term
or provision of this Assignment Agreement may be waived or modified unless
such
waiver or modification is in writing and signed by the party against whom
such
waiver or modification is sought to be enforced.
13. This
Assignment Agreement shall inure to the benefit of the successors and assigns
of
the parties hereto. Any entity into which the Company, the Assignor, the
Depositor or the Assignee may be merged or consolidated shall, without the
requirement for any further writing, be deemed the Company, the Assignor,
the
Depositor or the Assignee, respectively, hereunder. Any Master Servicer shall
be
considered a third party beneficiary of this Assignment Agreement, entitled
to
all the rights and benefits accruing to any Master Servicer herein as if
it were
a direct party to this Assignment Agreement.
14. This
Assignment Agreement shall survive the conveyance of the Assigned Loans,
the
assignment of the Purchase Agreement to the extent of the Assigned Loans
by the
Assignor to the Assignee hereunder and the termination of the Purchase
Agreement.
15. The
Company and the Assignor agree that this Assignment Agreement is a
Reconstitution Agreement executed in connection with a Securitization
Transaction and that March 29, 2007, is the Reconstitution Date
16. This
Assignment Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original, and such
counterparts shall constitute one and the same instrument.
17. In
the
event that any provision of this Assignment Agreement conflicts with any
provision of the Purchase Agreement with respect to the Assigned Loans, the
terms of this Assignment Agreement shall control.
11
IN
WITNESS WHEREOF,
the
parties have caused this Assignment Agreement to be executed by their duly
authorized officers as of the date first above written.
GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.
Assignor
By:
_/s/
Matt Miles_________________
Name: Xxxx
Xxxxx
Title:
Vice President
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Not
in
its individual capacity but solely as Trustee for the holders of the
Certificates, as Assignee
By:
_/s/
Mei Nghia________________
Name:
Xxx
Xxxxx
Title:
Authorized Signer
By:
_/s/
Xxxxxxx Wilman____________
Name:
Xxxxxxx Xxxxxx
Title:
Vice President
U.S.
CENTRAL FEDERAL CREDIT UNION,
as
Company
By:
/s/ Xxxxxxxx X. Loveless_________
Name:
Xxxxxxxx X. Xxxxxxxx
Title:
Chief Investment Officer
GREENWICH
CAPITAL ACCEPTANCE, INC.,
as
Depositor
By:
_/s/
Matt Miles________________
Name: Xxxx
Xxxxx
Title: Vice
President
12
Acknowledged
and Agreed:
XXXXX
FARGO BANK, N.A.,
as
Master
Servicer
By:
_/s/
Xxxxxx X. Oglesby_______________
Name:
Xxxxxx X. Xxxxxxx
Title:
Assistant Vice President
13
ATTACHMENT
1
ASSIGNED
LOAN SCHEDULE
[On
File]
14
ATTACHMENT
2
PURCHASE
AGREEMENT
[On
File]
15
