Common use of CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE Clause in Contracts

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE. (a) Effective as of the Closing Date, the Seller hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse but subject to the terms of this Agreement, all right, title and interest in and to the Mortgage Loans, the insurance policies relating to each such Mortgage Loan, if any, and all right, title and interest in and to the proceeds of such insurance policies from and after the Closing Date. (b) Upon the sale of such Mortgage Loans, the ownership of each related Mortgage Note or Loan Agreement, each related Mortgage and the contents of the related Mortgage File shall immediately vest in the Purchaser and the ownership of all related records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser. The contents of any Mortgage File in the possession of the Seller at any time after such sale, and any scheduled payments of principal and interest on the Mortgage Loans due after the Cut-Off Date and received by the Seller (excluding interest accruing on or prior to the Cut-Off Date, which shall be retained by the Seller), shall be held in trust by the Seller for the benefit of the Purchaser as the owner thereof, and shall be promptly delivered by the Seller to or upon the order of the Purchaser. (c) Pursuant to the Sale and Servicing Agreement, the Purchaser will, on the Closing Date, irrevocably transfer, assign, set over and otherwise convey all of its right, title and interest in and to the applicable Mortgage Loans and all of its rights (exclusive of its obligations) under this Agreement to the Issuer for the benefit of the Certificateholders, the Noteholders and the Enhancer. (d) Pursuant to the Indenture, the Issuer will, on the Closing Date, pledge all of its right, title and interest in and to the applicable Mortgage Loans and all of its rights (exclusive of its obligations) under the Sale and Servicing Agreement to the Indenture Trustee for the benefit of the Noteholders and the Enhancer.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE. (a) Effective as of Files. On the Closing Date, the Unaffiliated Seller hereby sellsshall sell, transferstransfer, assigns----- assign, sets set over and conveys convey to the PurchaserDepositor, without recourse but subject to the terms of this Agreement, all right, title and interest in and to the Mortgage Loans, Purchased Loans and the insurance policies relating other Purchased Assets (as such terms are defined in the Loan Sale Agreement) and the Unaffiliated Seller's right to each such Mortgage Loan, if any, and all right, title and interest in and to exercise the proceeds remedies created by Section 4 of such insurance policies the Loan Sale Agreement from and after the Closing Date. (b) Date until such time, if ever, as such Mortgage Loan is repurchased under the related Pooling and Servicing Agreement or the Certificates are paid in full. Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.02 of this Agreement, the Unaffiliated Seller shall have hereby, and shall be deemed to have, sold, transferred, assigned, set over and conveyed such Purchased Loans and the other Purchased Assets and the Unaffiliated Seller's right to exercise the remedies created by Section 4 of the Loan Sale Agreement from and after the Closing Date until such time as the Certificates are paid in full such Mortgage Loan is repurchased under the related Pooling and Servicing Agreement, if ever, to the Depositor. Upon the sale of such Mortgage Loans, the ownership of each related Mortgage Note or Loan AgreementNote, each related Mortgage and the contents of the related Mortgage Loan File shall immediately vest in the Purchaser Depositor and the ownership of all related records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Unaffiliated Seller shall immediately vest in the PurchaserDepositor. The contents of any Mortgage Loan File in the possession of the Unaffiliated Seller at any time after such sale, and any scheduled payments of principal and interest on the Mortgage Loans due after the Cut-Off Date and received by the Seller (excluding interest accruing on or prior to the Cut-Off Date, which shall be retained by the Unaffiliated Seller), shall be held in trust by the Unaffiliated Seller for the benefit of the Purchaser Depositor as the owner thereof, and shall be promptly delivered by the Unaffiliated Seller to or upon the order of the Purchaser. (c) Depositor. Pursuant to the Sale Pooling and Servicing Agreement, the Purchaser willDepositor shall, on the Closing Date, irrevocably transfer, assign, set over and otherwise convey assign all of its right, title and interest in and to the applicable Mortgage Purchased Loans and all the other Purchased Assets and the Unaffiliated Seller's right to exercise the remedies created by Section 4 of its rights (exclusive of its obligations) under this the Loan Sale Agreement to the Issuer for the benefit of the Certificateholders, the Noteholders and the Enhancer. (d) Pursuant to the Indenture, the Issuer will, on the Closing Date, pledge all of its right, title and interest in and to the applicable Mortgage Loans and all of its rights (exclusive of its obligations) under the Sale and Servicing Agreement to the Indenture Trustee for the benefit of the Noteholders and Holders of the EnhancerCertificates.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE. (a) Effective as of the Closing Date, the Seller hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse but subject to the terms of this Agreement, all right, title and interest in and to the Mortgage Loans, the insurance policies relating to each such Mortgage Loan, if any, and all right, title and interest in and to the proceeds of such insurance policies from and after the Closing Date. (b) Upon the sale of such Mortgage Loans, the ownership of each related Mortgage Note or Loan Agreement, each related Mortgage and the contents of the related Mortgage File shall immediately vest in the Purchaser and the ownership of all related records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser. The contents of any Mortgage File in the possession of the Seller at any time after such sale, and any scheduled payments of principal and interest on the Mortgage Loans due after the Cut-Off Date and received by the Seller (excluding interest accruing on or prior to the Cut-Off Date, which shall be retained by the Seller), shall be held in trust by the Seller for the benefit of the Purchaser as the owner thereof, and shall be promptly delivered by the Seller to or upon the order of the Purchaser. (c) Pursuant to the Purchase and Sale and Servicing Agreement, the Purchaser will, on the Closing Date, irrevocably sell, transfer, assignset over, set over convey and otherwise convey assign all of its right, title and interest in and to the applicable Mortgage Loans and all of its rights (exclusive of its obligations) under this Agreement to the Issuer for the benefit of the Certificateholders, the Noteholders and the EnhancerDepositor. (d) Pursuant to the Indenture, the Issuer will, on the Closing Date, pledge all of its right, title and interest in and to the applicable Mortgage Loans and all of its rights (exclusive of its obligations) under the Sale and Servicing Agreement to the Indenture Trustee for the benefit of the Noteholders and the Enhancer.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE. (a) Effective as of the Closing Date, the Seller hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse but subject to the terms of this Agreement, all right, title and interest in and to the Mortgage Loans, the insurance policies relating to each such Mortgage Loan, if any, and all right, title and interest in and to the proceeds of such insurance policies from and after the Closing Date. (b) Upon the sale of such Mortgage Loans, the ownership of each related Mortgage Note or Loan Agreement, each related Mortgage and the contents of the related Mortgage File shall immediately vest in the Purchaser and the ownership of all related records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser. The contents of any Mortgage File in the possession of the Seller at any time after such sale, and any scheduled payments of principal and interest on the Mortgage Loans due after the Cut-Off Date and received by the Seller (excluding interest accruing on or prior to the Cut-Off Date, which shall be retained by the Seller), shall be held in trust by the Seller for the benefit of the Purchaser as the owner thereof, and shall be promptly delivered by the Seller to or upon the order of the Purchaser. (c) Pursuant to the Sale and Servicing Agreement, the Purchaser will, on the Closing Date, irrevocably transfer, assign, set over and otherwise convey all of its right, title and interest in and to the applicable Mortgage Loans and all of its rights (exclusive of its obligations) under this Agreement to the Issuer for the benefit of the Certificateholders, the Noteholders and and, as it relates to the Group I Mortgage Loans, the Enhancer. (d) Pursuant to the Indenture, the Issuer will, on the Closing Date, pledge all of its right, title and interest in and to the applicable Mortgage Loans and all of its rights (exclusive of its obligations) under the Sale and Servicing Agreement to the Indenture Trustee for the benefit of the Noteholders and and, as it relates to the Group I Mortgage Loans, the Enhancer.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE. (a) Effective as of the Closing Date, the Seller Transferor hereby sells, transfers, assigns, sets over and conveys to the PurchaserDepositor, without recourse but subject to the terms of this Agreement, all right, title and interest in and to the Mortgage Loans, the insurance policies relating to each such Mortgage Loan, if any, and all right, title and interest in and to the proceeds of such insurance policies from and after the Closing Date. (ba) Upon the sale of such Mortgage Loans, the ownership of each related Mortgage Note or Loan Agreement, each related Mortgage and the contents of the related Mortgage File shall immediately vest in the Purchaser Depositor and the ownership of all related records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller Transferor shall immediately vest in the PurchaserDepositor. The contents of any Mortgage File in the possession of the Seller Transferor at any time after such sale, and any scheduled payments of principal and interest on the Mortgage Loans due after the Cut-Off Date and received by the Seller Transferor (excluding interest accruing on or prior to the Cut-Off Date, which shall be retained by the SellerTransferor), shall be held in trust by the Seller Transferor for the benefit of the Purchaser Depositor as the owner thereof, and shall be promptly delivered by the Seller Transferor to or upon the order of the PurchaserDepositor. (cb) Pursuant to the Sale and Servicing Agreement, the Purchaser willDepositor shall, on the Closing Date, irrevocably transfer, assign, set over and otherwise convey all of its right, title and interest in and to the applicable Mortgage Loans and all of its rights (exclusive of its obligations) under this Agreement to the Issuer for the benefit of the Certificateholdersand, the Noteholders and the Enhancer. (d) Pursuant pursuant to the Indenture, the Issuer will, on the Closing Date, will pledge all of its right, title and interest in and to the applicable Mortgage Loans and all of its rights (exclusive of its obligations) under the Sale and Servicing Agreement to the Indenture Trustee for the benefit of the Noteholders and the EnhancerNoteholders.