Common use of Conveyance of Mortgage Loan Clause in Contracts

Conveyance of Mortgage Loan. Effective as of the Closing Date, subject only to receipt of the consideration referred to in Section 1 hereof and the satisfaction of the conditions specified in Sections 6 and 7 hereof, the Seller does hereby transfer, assign, set over and otherwise convey to the Purchaser, without recourse, all the right, title and interest of the Seller, in and to the Mortgage Loan identified on the Mortgage Loan Schedule as of the Closing Date. The Mortgage Loan Schedule, as it may be amended from time to time on or prior to the Closing Date, shall conform to the requirements of this Agreement and the Pooling and Servicing Agreement. In connection with such transfer and assignment, the Seller shall deliver to or on behalf of the Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the Mortgage Note (as described in clause (a) below) for the Mortgage Loan and on or prior to the fifth Business Day after the Closing Date, five limited powers of attorney substantially in the form attached hereto as Exhibit 5 in favor of the Trustee, the applicable Master Servicer and the applicable Special Servicer to empower the Trustee, the applicable Master Servicer and, in the event of the failure or incapacity of the Trustee and the applicable Master Servicer, the Special Servicer, to submit for recording, at the expense of the Seller, any mortgage loan documents required to be recorded as described in the Pooling and Servicing Agreement and any intervening assignments with evidence of recording thereon that are required to be included in the Mortgage Files (so long as original counterparts have previously been delivered to the Trustee). The Seller agrees to reasonably cooperate with the Trustee, the applicable Master Servicer and the applicable Special Servicer in connection with any additional powers of attorney or revisions thereto that are requested by such parties for purposes of such recordation. The parties hereto agree that no such power of attorney shall be used with respect to the Mortgage Loan by or under authorization by any party hereto except to the extent that the absence of a document described in the second preceding sentence with respect to the Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180 days following the delivery of notice of such absence to the Seller, but in no event earlier than 18 months from the Closing Date, and (ii) the date (if any) on which the Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such documents for recording, at the Seller's expense, after the periods set forth above; provided, however, the Trustee shall not submit such assignments for recording if the Seller produces evidence that it has sent any such assignment for recording and certifies that the Seller is awaiting its return from the applicable recording office. In addition, not later than the 30th day following the Closing Date, the Seller shall deliver to or on behalf of the Trustee each of the remaining documents or instruments specified below (with such exceptions and additional time periods as are permitted by this Section) with respect to each Mortgage Loan (each, a "Mortgage File"). (The Seller acknowledges that the term "without recourse" does not modify the duties of the Seller under Section 5 hereof.) All Mortgage Files, or portions thereof, delivered prior to the Closing Date are to be held by or on behalf of the Trustee in escrow on behalf of the Seller at all times prior to the Closing Date. The Mortgage Files shall be released from escrow upon closing of the sale of the Mortgage Loan and payments of the purchase price therefor as contemplated hereby. The Mortgage File for the Mortgage Loan shall contain the following documents:

Conveyance of Mortgage Loan. Effective as of (a) On the Closing Date, subject only to receipt by the Seller of the consideration purchase price referred to in Section 1 hereof and hereof, the satisfaction of the other closing conditions specified in Sections 6 required to be satisfied on the part of Purchaser pursuant to Section 7 and 7 hereofthe issuance of the Certificates, the Seller does hereby agrees to (i) sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse, all the right, title and interest of the Seller, Seller in and to the Mortgage Loan identified on the Mortgage Loan Schedule as of the Closing Date. The Mortgage Loan Schedule, as it may be amended from time including all rights to time payment in respect thereof, which includes all interest and principal received or receivable by the Seller on or prior to the Closing Date, shall conform to the requirements of this Agreement and the Pooling and Servicing Agreement. In connection with such transfer and assignment, the Seller shall deliver to or on behalf of the Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the Mortgage Note (as described in clause (a) below) for the Mortgage Loan and on or prior to the fifth Business Day after the Closing Date, five limited powers of attorney substantially in the form attached hereto as Exhibit 5 in favor of the Trustee, the applicable Master Servicer and the applicable Special Servicer to empower the Trustee, the applicable Master Servicer and, in the event of the failure or incapacity of the Trustee and the applicable Master Servicer, the Special Servicer, to submit for recording, at the expense of the Seller, any mortgage loan documents required to be recorded as described in the Pooling and Servicing Agreement and any intervening assignments with evidence of recording thereon that are required to be included in the Mortgage Files (so long as original counterparts have previously been delivered to the Trustee). The Seller agrees to reasonably cooperate with the Trustee, the applicable Master Servicer and the applicable Special Servicer in connection with any additional powers of attorney or revisions thereto that are requested by such parties for purposes of such recordation. The parties hereto agree that no such power of attorney shall be used with respect to the Mortgage Loan by after the Cut-off Date (subject to the proviso in the next sentence), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard, or under authorization by other insurance policies and any party hereto except escrow, reserve or other comparable accounts related to the Mortgage Loan, subject to that certain Servicing Rights Purchase Agreement dated as of October 26, 2006 between the Master Servicer and the Seller. The Purchaser shall be entitled to (and, to the extent that the absence of a document described in the second preceding sentence with respect to the Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180 days following the delivery of notice of such absence to the Seller, but in no event earlier than 18 months from the Closing Date, and (ii) the date (if any) on which the Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such documents for recording, at the Seller's expense, after the periods set forth above; provided, however, the Trustee shall not submit such assignments for recording if the Seller produces evidence that it has sent any such assignment for recording and certifies that the Seller is awaiting its return from the applicable recording office. In addition, not later than the 30th day following the Closing Date, the Seller shall deliver to or on behalf of the Trustee each of the remaining documents or instruments specified below (with such exceptions and additional time periods as are permitted by this Section) with respect to each Mortgage Loan (each, a "Mortgage File"). (The Seller acknowledges that the term "without recourse" does not modify the duties of the Seller under Section 5 hereof.) All Mortgage Files, or portions thereof, delivered prior to the Closing Date are to be held received by or on behalf of the Trustee in escrow on behalf Seller, the Seller shall deliver or cause to be delivered to or at the direction of the Seller at Purchaser) all times prior to the Closing Date. The Mortgage Files shall be released from escrow upon closing scheduled payments of the sale of principal and interest due on the Mortgage Loan after the Cut-off Date, and all other recoveries of principal and interest collected thereon after the Cut-off Date; provided, however, that all scheduled payments of principal and interest accrued but not paid thereon, due on or before the purchase price therefor as contemplated hereby. The Mortgage File for Cut-off Date and collected after the Mortgage Loan Cut-off Date shall contain belong to the following documents:Seller, and the Purchaser or its successors or assigns shall promptly remit any such payments to the Seller.

Conveyance of Mortgage Loan. Effective The Seller, as of the Closing Dategrantor, subject only to receipt of the consideration referred to in Section 1 hereof and the satisfaction of the conditions specified in Sections 6 and 7 hereof, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the PurchaserTrustees without recourse (except as provided herein), without recoursein trust intending to establish the Trust, all the right, title and interest of the Seller, Seller in and to the Mortgage Loan identified Loan, including all interest and principal received by the Seller on or with respect to the Mortgage Loan Schedule as of the Closing Date. The Mortgage Loan Schedule, as it may be amended from time to time on or prior to the Closing Date, shall conform to the requirements of this Agreement and the Pooling and Servicing AgreementLoan. In connection with such transfer sale and assignment, the Seller does hereby deliver to, and deposit with, the Trustee the documents constituting the Mortgage File. If the Seller cannot deliver the Mortgage for the Mortgage Loan with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where the Mortgage has been delivered for recordation, the Seller shall deliver or cause to be delivered to the Trustee an Officer's Certificate, with a photocopy of the Mortgage attached thereto, stating that the Mortgage has been delivered to the appropriate public recording official for recordation. The Seller shall promptly deliver or on behalf of cause to be delivered to the Trustee, on behalf within 90 days of the Purchaser, on or prior to the Closing Date, the Mortgage Note (as described in clause (a) below) for the Mortgage Loan and on or prior to the fifth Business Day after the Closing Date, five limited powers of attorney substantially in the form attached hereto as Exhibit 5 in favor of the Trustee, the applicable Master Servicer and the applicable Special Servicer to empower the Trustee, the applicable Master Servicer and, in the event of the failure or incapacity of the Trustee and the applicable Master Servicer, the Special Servicer, to submit for recording, at the expense of the Seller, any mortgage loan documents required to be recorded as described in the Pooling and Servicing Agreement and any intervening assignments with evidence of recording indicated thereon that are required upon receipt thereof from the public recording official. The seller shall promptly cause to be included recorded in the Mortgage Files (so long appropriate public office for real property records the Assignment. Seller shall also cause any publication of notice thereof or other filing thereof as original counterparts have previously been delivered may be required. While the Assignment is being recorded, the Seller shall leave with the Trustee a photocopy of the Assignment. If the Assignment is returned unrecorded to the Trustee). The Seller agrees to reasonably cooperate with the Trusteebecause of any defect therein, the applicable Master Servicer Seller shall cause such defect to be cured and the applicable Special Servicer Assignment to be recorded in connection accordance with any additional powers this paragraph. Within 90 days of attorney or revisions thereto that are requested by such parties for purposes of such recordation. The parties hereto agree that no such power of attorney shall be used with respect to the Mortgage Loan by or under authorization by any party hereto except to the extent that the absence of a document described in the second preceding sentence with respect to the Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180 days following the delivery of notice of such absence to the Seller, but in no event earlier than 18 months from the Closing Date, and (ii) the date (if any) on which the Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such documents for recording, at the Seller's expense, after the periods set forth above; provided, however, the Trustee shall not submit such assignments for recording if the Seller produces evidence that it has sent any such assignment for recording and certifies that the Seller is awaiting its return from the applicable recording office. In addition, not later than the 30th day following the Closing Date, the Seller shall deliver or cause to be delivered to the Trustee an Officer's Certificate stating that the Assignment has been duly recorded in the appropriate public offices for real property records and shall deliver or cause to be delivered the Assignment with evidence of recording thereon. Seller shall pay or caused to be paid all filing, registration and recording taxes and fees incident thereto and all expenses, taxes and other governmental charges incident to or on behalf in connection with the preparation, execution, delivery or acknowledgment of the Trustee each of the remaining documents or instruments specified below (with such exceptions and additional time periods as are permitted by this Section) with respect to each Mortgage Loan (each, a "Mortgage File")instruments. (The Seller acknowledges that the term "without recourse" does not modify the duties of the Seller under Section 5 hereof.) All Mortgage Files, or portions thereof, delivered prior to the Closing Date are to be held by or on behalf of the Trustee in escrow on behalf of the Seller at all times prior to the Closing Date. The Mortgage Files shall be released from escrow upon closing of the sale Any document constituting part of the Mortgage Loan File held by the Seller or on its behalf by any third party shall be held as custodian for the Trustee and payments the Certificateholders. The parties hereto intend that the conveyance of the purchase price therefor as contemplated hereby. The Mortgage File for the Mortgage Loan shall contain the following documents:Seller's right,

Conveyance of Mortgage Loan. Effective as As grantor of the Closing DateTrust, subject only to receipt of the consideration referred to in Section 1 hereof Seller, concurrently with the execution and the satisfaction of the conditions specified in Sections 6 and 7 delivery hereof, the Seller does hereby sell, transfer, assignset over, set over convey and otherwise convey absolutely assign to the Purchaser, Trustees without recourserecourse (except as provided herein) in trust intending to establish the Trust, all the right, title and interest of the Seller in and to the Mortgage Loan, including all interest, Make-Whole Premium and principal due or to become due from the Borrower on or with respect to the Mortgage Loan. In connection with such sale, conveyance, transfer and absolute assignment, the Seller does hereby sell, transfer, convey and absolutely assign and deliver to, and deposit with, the Trustees the documents constituting the Mortgage File. The ownership of the Mortgage Note, the Mortgage and the contents of the Mortgage File is vested in the Trustees without reservation of any right, title or interest whatsoever in the Seller. The Seller intends that the sale, conveyance, transfer and absolute assignment of the Seller's right, title and interest in and to the Mortgage Loan identified on pursuant to this Agreement shall constitute a purchase and sale and not a pledge of security for a loan. However, if for any reason such conveyance is deemed not to be a sale, the Mortgage Loan Schedule as Seller intends that the rights and obligations of the Closing Date. The Mortgage Loan Schedule, as it may parties shall nevertheless be amended from time to time on or prior established pursuant to the Closing Date, shall conform to the requirements terms of this Agreement and the Pooling and Servicing Agreement. In connection with such transfer and assignment, that the Seller shall deliver be deemed to or on behalf of the Trustee, on behalf of the Purchaser, on or prior have granted to the Closing Date, the Mortgage Note (as described Trustee a first priority security interest in clause (a) below) for the Mortgage Loan and on or prior to the fifth Business Day after the Closing Date, five limited powers of attorney substantially in the form attached hereto as Exhibit 5 in favor of the Trustee, the applicable Master Servicer and the applicable Special Servicer to empower the Trustee, the applicable Master Servicer and, in the event of the failure or incapacity of the Trustee and the applicable Master Servicer, the Special Servicer, to submit for recording, at the expense all of the Seller's right, any mortgage loan documents required title and interest in, to be recorded as described in the Pooling and Servicing Agreement and any intervening assignments with evidence of recording thereon that are required to be included in under the Mortgage Files (so long as original counterparts have previously been delivered to the Trustee). The Seller agrees to reasonably cooperate with the TrusteeLoan, the applicable Master Servicer and the applicable Special Servicer in connection with any additional powers all payments of attorney principal of or revisions thereto that are requested by such parties for purposes of such recordation. The parties hereto agree that no such power of attorney shall be used with respect to interest on the Mortgage Loan by or under authorization by any party hereto except to the extent that the absence of a document described Loan, all other payments made in the second preceding sentence with respect to the Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180 days following the delivery of notice of such absence to the Seller, but in no event earlier than 18 months from the Closing Date, and (ii) the date (if any) on which the Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such documents for recording, at the Seller's expense, after the periods set forth above; provided, however, the Trustee shall not submit such assignments for recording if the Seller produces evidence that it has sent any such assignment for recording and certifies that the Seller is awaiting its return from the applicable recording office. In addition, not later than the 30th day following the Closing Date, the Seller shall deliver to or on behalf of the Trustee each of the remaining documents or instruments specified below (with such exceptions and additional time periods as are permitted by this Section) with respect to each Mortgage Loan (each, a "Mortgage File"). (The Seller acknowledges that the term "without recourse" does not modify the duties of the Seller under Section 5 hereof.) All Mortgage Files, or portions thereof, delivered prior to the Closing Date are to be held by or on behalf of the Trustee in escrow on behalf of the Seller at all times prior to the Closing Date. The Mortgage Files shall be released from escrow upon closing of the sale of the Mortgage Loan (including, without limitation, Make-whole Premium), and payments all proceeds of any thereof, and any other assets of the purchase price therefor as contemplated herebyTrust Fund, and that this Agreement shall constitute a security agreement under applicable law. The Mortgage File If the Trust terminates prior to the satisfaction of all claims of any Person in any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the Mortgage Loan shall contain the following documents:benefit of such Person.