EXHIBIT 99.14
CENDANT - MLMI TO TRUSTEE
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
FOR
MORTGAGE LOAN FLOW PURCHASE, SALE & SERVICING AGREEMENT
AND
ADDITIONAL COLLATERAL SERVICING AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of July
29, 2003 (the "Assignment"), is entered into among Xxxxxxx Xxxxx Mortgage
Investors, Inc. (the "Assignor"), Cendant Mortgage Corporation ("Cendant"), as
the servicer (the "Servicer"), and Xxxxx Fargo Bank Minnesota, National
Association (the "Assignee") as Trustee under a Trust Agreement dated as of July
1, 2003 (the "Trust Agreement"), among the Assignor, as Depositor, and Xxxxx
Fargo Bank Minnesota, National Association, as Trustee.
RECITALS
WHEREAS, RWT Holdings, Inc., ("RWT Holdings"), the Sellers (as defined
below) and the Servicer have entered into a certain Mortgage Loan Flow Purchase,
Sale & Servicing Agreement, dated as of August 1, 2002, with RWT Holdings as
purchaser, Cendant as servicer and seller, Xxxxxx'x Gate Residential Mortgage
Trust (formerly known as Cendant Residential Mortgage Trust) as seller, (Cendant
and Xxxxxx'x Gate Residential Mortgage Trust, together, the "Sellers"), and
Redwood Trust, Inc., as guarantor, (as amended or modified to the date hereof,
the "Flow Purchase and Servicing Agreement"), and the Servicer has agreed to
service mortgage loans ("Mortgage Loans") under the Flow Purchase and Servicing
Agreement. In addition, certain of the Mortgage Loans are subject to the
Additional Collateral Servicing Agreement, dated as of August 1, 2002 (the
"Additional Collateral Agreement" and, together with the Flow Purchase and
Servicing Agreement, the "Agreements"), between RWT Holdings and the Servicer
and, notwithstanding anything to the contrary, Servicer will service the
Mortgage Loans that are subject to the Additional Collateral Agreement under the
Additional Collateral Agreement; and
WHEREAS, RWT Holdings has acquired certain Mortgage Loans separately from
Xxxxxxx Xxxxx Credit Corporation, and not from Cendant, (the "Specified Mortgage
Loans") which are listed on the mortgage loan schedule attached as Exhibit I
hereto (the "Specified Mortgage Loan Schedule") and Cendant has agreed to
service the Specified Mortgage Loans pursuant to the Agreements; and
WHEREAS, RWT Holdings has previously sold, assigned and transferred all of
its right, title and interest in the Specified Mortgage Loans listed on the
Specified Mortgage Loan Schedule and its rights under the Agreements with
respect to the Specified Mortgage Loans to Sequoia Residential Funding, Inc.
("Sequoia"); and
WHEREAS, Sequoia has previously sold, assigned and transferred all of its
right, title and interest in the Specified Mortgage Loans and its rights under
the Agreements with respect to the Specified Mortgage Loans to the Assignor; and
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WHEREAS, the parties hereto have agreed that the Specified Mortgage Loans
shall be subject to the terms of this Assignment.
NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration (the receipt and sufficiency of which
are hereby acknowledged), the parties agree as follows:
1. Assignment and Assumption.
(a) Effective on and as of the date hereof, the Assignor hereby
pledges, assigns and transfers to the Assignee all of its right, title and
interest in the Specified Mortgage Loans and all of its rights (but none of the
Purchaser's representations, warranties or obligations) provided under the
Agreements to the extent relating to the Specified Mortgage Loans, the Assignee
hereby accepts such assignment from the Assignor, and the Servicer hereby
acknowledges such assignment and assumption.
(b) Effective on and as of the date hereof, the Assignor represents
and warrants to the Assignee that the Assignor has not taken any action that
would serve to impair or encumber the Assignee's interest in the Specified
Mortgage Loans since the date of the Assignor's acquisition of the Specified
Mortgage Loans.
2. Recognition of the Assignee.
From and after the date hereof, subject to Section 3 below, the Servicer
shall recognize the Assignee as the holder of the rights and benefits of the
Purchaser with respect to the Specified Mortgage Loans and the Servicer will
service the Specified Mortgage Loans for the Assignee as if the Assignee and the
Servicer had entered into separate servicing agreements for the servicing of the
Specified Mortgage Loans in the form of the Flow Purchase and Servicing
Agreement and the Additional Collateral Agreement (each as amended hereby) with
the Assignee as the Purchaser thereunder, the terms of which Agreements are
incorporated herein by reference and amended hereby. It is the intention of the
parties hereto that this Assignment will be a separate and distinct agreement,
and the entire agreement, between the parties hereto to the extent of the
Specified Mortgage Loans and shall be binding upon and for the benefit of the
respective successors and assigns of the parties hereto.
3. Representations and Warranties.
(a) Each of the parties hereto represents and warrants that it is
duly and legally authorized to enter into this Assignment.
(b) Each of the parties hereto represents and warrants that this
Assignment has been duly authorized, executed and delivered by it and (assuming
due authorization, execution and delivery thereof by each of the other parties
hereto) constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).
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4. Continuing Effect.
Except as contemplated hereby, the Agreements shall remain in full force
and effect in accordance with their terms.
5. Governing Law.
This Assignment and the rights and obligations hereunder shall be governed
by and construed in accordance with the internal laws of the State of New York.
6. Notices.
Any notices or other communications permitted or required under the
Agreements to be made to the Assignor and Assignee shall be made in accordance
with the terms of the Agreements and shall be sent to the Assignor and Assignee
as follows:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
000 Xxxxx Xxxxxx
4 World Financial Center, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank Minnesota, National Association
X.X. Xxx 00
Xxxxxxxx, XX 00000
(or, if by overnight delivery)
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Facsimile Number: 000-000-0000
or to such other address as may hereafter be furnished by the Assignor or
Assignee to the other parties in accordance with the provisions of the
Agreements.
7. Counterparts.
This Assignment may be executed in counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same instrument.
8. Definitions.
Any capitalized term used but not defined in this Assignment has the same
meaning as in the Agreements.
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment the
day and year first above written.
ASSIGNOR:
XXXXXXX XXXXX MORTGAGE
INVESTORS, INC.
By:
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Name:
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Title:
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ASSIGNEE:
XXXXX FARGO BANK MINNESOTA,
N. A., not in its individual capacity, but soley as
trustee for the Xxxxxxx Xxxxx Mortgage Investors
Trust, Series MLCC 2003-D
By:
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Name:
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Title:
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SERVICER:
CENDANT MORTGAGE CORPORATION
By:
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Name:
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Title:
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EXHIBIT I
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