Common use of Sale and Assignment Clause in Contracts

Sale and Assignment. With respect to the mortgage loans listed on Exhibit A hereto (the "Assigned Loans") purchased by the Assignor from EMC Mortgage Corporation ("EMC"), the Assignor hereby grants, transfers, assigns and sells to the Assignee all right, title and interest of the Assignor, in, to and under (a) the Assigned Loans and the Mortgage Files, (b) that certain Master Seller's Warranties and Servicing Agreement, dated April 1, 2003, by and between EMC and the Company (as amended, the "EMC Servicing Agreement"), (c) that certain Master Mortgage Loan Purchase Agreement, dated April 1, 2003, by and between EMC and the Company (as amended, the "Purchase Agreement") and (d) that certain Purchase, Assignment, Assumption and Recognition Agreement, dated January 30, 2004, by and among EMC, the Assignor and the Company (the "Original Assignment;" collectively with the Purchase Agreement and EMC Servicing Agreement, the "Agreements"), as each Agreement relates to the Assigned Loans and only the Assigned Loans and the Assignee hereby assumes all of the Assignor's obligations and duties arising under the Agreements from and after the date hereof, and the Company hereby acknowledges such sale, assignment and assumption. The Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under any mortgage loans subject to the Agreements other than the Assigned Loans. Notwithstanding the foregoing, it is understood that neither the Company nor Assignor is released from liability to the other for any breaches of any representations, warranties or covenants made by such party to the other in the Agreements prior to the date hereof regardless of when such breaches are discovered or made known. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the EMC Servicing Agreement.

Sale and Assignment. With respect to the mortgage loans listed on Exhibit A hereto (the "Assigned Loans") ), purchased by the Assignor from EMC Mortgage Corporation ("EMC")the Sellers, the Assignor hereby grants, transfers, assigns and sells to the Assignee all right, title and interest of the Assignor, in, to and under (a) the Assigned Loans and the related Mortgage FilesFiles (as defined in the Purchase Agreement), (b) that certain Master Seller's Warranties and Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of April 130, 2003, by and between EMC Assignor, Sellers and the Company (as amended, the "EMC Servicing Agreement"), (c) that certain Master Mortgage Loan Purchase Agreement, dated April 1, 2003, by and between EMC and the Company Servicer (as amended, the "Purchase Agreement") ), and (dc) that certain Purchase, Assignment, Assumption Additional Collateral Assignment and Recognition Agreement, Servicing Agreement dated January as of April 30, 20042003, by and among EMC, the between Servicer and Assignor ("ACASA" and the Company (the "Original Assignment;" collectively together with the Purchase Agreement and EMC Servicing Agreement, the "Agreements"), as each Agreement relates they relate to the Assigned Loans and only the Assigned Loans and the Assignee hereby assumes all of the Assignor's obligations and duties arising under the Agreements from and after the date hereof, and the Company each Seller and Servicer hereby acknowledges such sale, assignment and assumptionassumption and hereby agrees to the release of the Assignor from any obligations or duties under the Agreements as to the Assigned Loans from and after the date hereof. The Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under any mortgage loans subject to the Agreements other than the Assigned Loans. Notwithstanding the foregoing, it is understood that neither the Company nor Assignor no Seller or Servicer is released from liability to the other Assignor for any breaches of any representations, warranties or covenants made by such party to the other Seller or Servicer in the Agreements prior to the date hereof regardless of when such breaches are discovered or made known. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the EMC Servicing AgreementAgreements.

Sale and Assignment. With respect to the mortgage loans listed on Exhibit A hereto (the "Assigned Loans") purchased by the Assignor from EMC Mortgage Corporation ("EMC")the Company, the Assignor hereby grants, transfers, assigns and sells to the Assignee all right, title and interest of the Assignor, in, to and under (a) the Assigned Loans and the Mortgage Files, Files and (b) that certain Master Seller's Purchase, Warranties and Servicing Agreement, dated April 1February 25, 20032005, by and between EMC the Assignor and the Company (as amended, the "EMC Servicing Agreement"), (c) that certain Master Mortgage Loan Purchase Agreement, dated April 1, 2003, by and between EMC and as the Company (as amended, the "Purchase Agreement") and (d) that certain Purchase, Assignment, Assumption and Recognition Agreement, dated January 30, 2004, by and among EMC, the Assignor and the Company (the "Original Assignment;" collectively with the Purchase Agreement and EMC Servicing Agreement, the "Agreements"), as each Agreement relates to the Assigned Loans and only the Assigned Loans and the Assignee hereby assumes all of the Assignor's obligations and duties arising under the Agreements Agreement from and after the date hereof, and the Company and Xxxxx Fargo hereby acknowledges such sale, assignment and assumption. The Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under any mortgage loans subject to the Agreements Agreement other than the Assigned Loans. The Company has previously assigned and delegated the servicing rights, obligations and duties under the Agreement to Xxxxx Fargo. Notwithstanding the foregoing, it is understood that neither the Company nor Xxxxx Fargo nor Assignor is released from liability to the other for any breaches of any representations, warranties or covenants made by such party to the other in the Agreements Agreement prior to the date hereof regardless of when such breaches are discovered or made known; provided however, that the Company shall be released from any obligations under Sections 3.05 and 3.06 of the Agreement. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the EMC Servicing Agreement.

Sale and Assignment. With respect to the mortgage loans listed on Exhibit A hereto (the "Assigned Loans") purchased by the Assignor from EMC Morgan Stanley Mortgage Corporation Capital Inc. ("EMCMorgan Stanley"), the Assignor hereby Asxxxxxx xxxxxx grants, transfers, assigns and sells to assignx xxx sexxx xx the Assignee all right, title and interest of the Assignor, in, to and under (a) the Assigned Loans and the Mortgage Files, (b) that certain Master Seller's Warranties and Servicing AgreementAgreement (WFHM 2003-W69 and 2003-W70), dated April October 1, 2003, by and between EMC Morgan Stanley and the Company (as amended, the "EMC MS Servicing Agreement"), (cx) that certain Master txxx xxrtain Mortgage Loan Purchase Agreement, dated April October 1, 2003, by and between EMC Morgan Stanley and the Company (as amended, the "Purchase Agreement") and (dx) that certain Purchase, xxxt xxxxxxn Assignment, Assumption and Recognition Agreement, dated January 30November 26, 20042003, by and among EMCMorgan Stanley, the Assignor and the Company (the "Original AssignmentAsxxxxxxnx;" collectively xxllectively with the Purchase Agreement and EMC MS Servicing Agreement, the "Agreements"), as each Agreement relates to the Assigned Loans and only the Assigned Loans and the Assignee hereby assumes all of the Assignor's obligations and duties arising under the Agreements from and after the date hereof, and the Company hereby acknowledges such sale, assignment and assumption. The Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under any mortgage loans subject to the Agreements other than the Assigned Loans. Notwithstanding the foregoing, it is understood that neither the Company nor Assignor is released from liability to the other for any breaches of any representations, warranties or covenants made by such party to the other in the Agreements prior to the date hereof regardless of when such breaches are discovered or made known. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the EMC MS Servicing Agreement.

Sale and Assignment. With respect to the mortgage loans listed on Exhibit A hereto (the "Assigned Loans") purchased by the Assignor from EMC Mortgage Corporation UBS Real Estate Securities Inc. ("EMCUBS"), the Assignor hereby grants, transfers, assigns and sells to the Assignee all right, title and interest of the Assignor, in, to and under (a) the Assigned Loans and the Mortgage Files, (b) that certain Master Seller's Warranties and Servicing AgreementAgreement (WFHM 2004-W73), dated April December 1, 20032004, by and between EMC UBS and the Company (as amended, the "EMC UBS Servicing Agreement"), (c) that certain Master Mortgage Loan Purchase Agreement, dated April December 1, 20032004, by and between EMC UBS and the Company (as amended, the "Purchase Agreement") and (d) that certain Purchase, Assignment, Assumption and Recognition Agreement, dated January 3028, 20042005, by and among EMCUBS, the Assignor and the Company (the "Original Assignment;" collectively with the Purchase Agreement and EMC UBS Servicing Agreement, the "Agreements"), as each Agreement relates to the Assigned Loans and only the Assigned Loans and the Assignee hereby assumes all of the Assignor's obligations and duties arising under the Agreements from and after the date hereof, and the Company hereby acknowledges such sale, assignment and assumption. The Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under any mortgage loans subject to the Agreements other than the Assigned Loans. Notwithstanding the foregoing, it is understood that neither the Company nor Assignor is released from liability to the other for any breaches of any representations, warranties or covenants made by such party to the other in the Agreements prior to the date hereof regardless of when such breaches are discovered or made known. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the EMC UBS Servicing Agreement.

Sale and Assignment. With respect to the mortgage loans listed on Exhibit A hereto (the "“Assigned Loans") ”), purchased by the Assignor from EMC Banc of America Mortgage Capital Corporation ("EMC"“BAMCC”) pursuant to that certain Assignment, Assumption and Recognition Agreement dated as of February 20, 2002 (the “Original Closing Date”), by and among BAMCC, the Assignor and the Company, the Assignor hereby grants, transfers, assigns transfers and sells all the right, title and interest of the Assignor in the Assigned Loans and assigns to the Assignee all of the right, title and interest of the Assignor, as Purchaser, in, to and under that certain Seller’s Warranties and Servicing Agreement (athe “Warranties and Servicing Agreement”) the Assigned Loans dated as of February 1, 2002, and the related Mortgage FilesLoan Purchase Agreement dated as of February 1, 2002 (b) that certain Master Seller's together with the Warranties and Servicing Agreement, dated April 1the “Sale Agreement”), 2003, each by and between EMC BAMCC and the Company (as amended, the "EMC Servicing Agreement"), (c) that certain Master Mortgage Loan Purchase Agreement, dated April 1, 2003, by and between EMC and the Company (as amended, the "Purchase Agreement") and (d) that certain Purchase, Assignment, Assumption and Recognition Agreement, dated January 30, 2004, by and among EMC, the Assignor and the Company (the "Original Assignment;" collectively with the Purchase Agreement and EMC Servicing Agreement, the "Agreements")Company, as each Agreement relates to the Assigned Loans and only the Assigned Loans and the Assignee hereby assumes all of the Assignor's obligations and duties arising under the Agreements from and after the date hereof, and the Company hereby acknowledges such sale, assignment and assumptionLoans. The Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under any mortgage loans subject to the Agreements Sale Agreement other than the Assigned Loans. Notwithstanding the foregoing, it is understood that neither the Company nor Assignor is released from liability to the other for any breaches of any representations, warranties or covenants made by such party to the other in the Agreements prior to the date hereof regardless of when such breaches are discovered or made known. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the EMC Warranties and Servicing Agreement.