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 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 Collateral Files and (b) that certain Mortgage Loan Purchase and Servicing Agreement, dated March 14, 2003, by and between Assignor and the Company (as amended, the "Purchase Agreement"), as the Purchase 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 Purchase Agreement 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 Purchase 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 Purchase Agreement prior to the date hereof regardless of when such breaches are discovered or made known. The Assigned Loans were previously purchased by the Assignor pursuant to the Purchase Agreement and those certain Purchase Confirmations, dated March 14, 2003, March 28, 2003, April 30, 2003, May 30, 2003, December 23, 2003, February 20, 2004, February 25, 2005, March 31, 2005, April 27, 2005, and May 20, 2005, by and between the Assignor and the Company. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.

Sale and Assignment. With respect to the mortgage loans listed on Exhibit A hereto (the "Assigned Loans") purchased by the Assignor from 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 Loans, the related Mortgage Loan Documents and the Collateral Mortgage Files (as defined in the Purchase Agreement) and (b) that certain Mortgage Loan Purchase Sale and Servicing Agreement, dated March 14as of December 1, 20032002, by and between the Assignor and the Company (as amended, the "Purchase Agreement"), as the Purchase Agreement it 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 Purchase Agreement 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 Purchase 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 Purchase Agreement prior to the date hereof regardless of when such breaches are discovered or made known. The Assigned Loans were previously purchased by the Assignor pursuant to the Purchase Agreement and those certain Purchase ConfirmationsMemoranda of Sale, dated March 14December 27, 2002, December 29, 2003 and December 29, 2003, March 28, 2003, April 30, 2003, May 30, 2003, December 23, 2003, February 20, 2004, February 25, 2005, March 31, 2005, April 27, 2005, and May 20, 2005, by and between the Assignor and the Company. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.

Sale and Assignment. With respect to the mortgage loans listed on Exhibit A hereto (the "Assigned Loans") purchased by the Assignor from the CompanyEMC 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 Collateral Files and Mortgage Files, (b) that certain Mortgage Loan Purchase Master Seller's Warranties and Servicing Agreement, dated March 14October 1, 20032004, by and between Assignor EMC and the Company (as amended, the "EMC Servicing Agreement"), (c) that certain Master Mortgage Loan Purchase Agreement, dated October 1, 2004, by and between EMC and the Company (as amended, the "Purchase Agreement") and (d) that certain Purchase, Assignment, Assumption and Recognition Agreement, dated April 28, 2005, by and among EMC, the Assignor and the Company (the "Original Assignment;" collectively with the Purchase Agreement and EMC Servicing Agreement, the "Agreements"), as the Purchase 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 Purchase Agreement 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 Purchase Agreement 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 Purchase Agreement Agreements prior to the date hereof regardless of when such breaches are discovered or made known. The Effective upon purchase of the Assigned Loans were previously purchased by the Assignor Assignor, the Company agreed to service the Assigned Loans pursuant to the Purchase Agreement Seller's Warranties and those certain Purchase ConfirmationsServicing Agreement, dated March 14December 1, 2003, March 28, 2003, April 30, 2003, May 30, 2003, December 23, 2003, February 20, 2004, February 25, 2005, March 31, 2005, April 27, 2005, and May 20, 2005, by and between the Assignor and the CompanyCompany (the "GPM Servicing Agreement"). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Purchase GPM Servicing Agreement.

Sale and Assignment. With respect to the mortgage loans listed on Exhibit A hereto (the "Assigned Loans") purchased by the Assignor from the CompanyEMC 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 Collateral Files and Mortgage Files, (b) that certain Mortgage Loan Purchase Master Seller's Warranties and Servicing Agreement, dated March 14April 1, 2003, by and between Assignor 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 the Purchase 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 Purchase Agreement 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 Purchase Agreement 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 Purchase Agreement Agreements prior to the date hereof regardless of when such breaches are discovered or made known. The Assigned Loans were previously purchased by the Assignor pursuant to the Purchase Agreement and those certain Purchase Confirmations, dated March 14, 2003, March 28, 2003, April 30, 2003, May 30, 2003, December 23, 2003, February 20, 2004, February 25, 2005, March 31, 2005, April 27, 2005, and May 20, 2005, by and between the Assignor and the Company. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Purchase 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 the CompanyMorgan Stanley Mortgage Capital Inc. ("Morgan 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 Collateral Files and Mortgage Files, (b) that certain Mortgage Loan Purchase Seller's Warranties and Servicing AgreementAgreement (WFHM 2003-W69 and 2003-W70), dated March 14October 1, 2003, by and between Morgan Stanley and the Company (the "MS Servicing Agreement"), (x) txxx xxrtain Mortgage Loan Purchase Agreement, dated October 1, 2003, by and between Morgan Stanley and the Company (the "Purchase Agreement") and (x) xxxt xxxxxxn Assignment, Assumption and Recognition Agreement, dated November 26, 2003, by and among Morgan Stanley, the Assignor and the Company (as amendedthe "Original Asxxxxxxnx;" xxllectively with the Purchase Agreement and MS Servicing Agreement, the "Purchase AgreementAgreements"), as the Purchase 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 Purchase Agreement 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 Purchase Agreement 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 Purchase Agreement Agreements prior to the date hereof regardless of when such breaches are discovered or made known. The Assigned Loans were previously purchased by the Assignor pursuant to the Purchase Agreement and those certain Purchase Confirmations, dated March 14, 2003, March 28, 2003, April 30, 2003, May 30, 2003, December 23, 2003, February 20, 2004, February 25, 2005, March 31, 2005, April 27, 2005, and May 20, 2005, by and between the Assignor and the Company. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Purchase MS Servicing Agreement.