Common use of Sale and Conveyance of Mortgage; Possession of Mortgage File Clause in Contracts

Sale and Conveyance of Mortgage; Possession of Mortgage File. The Mortgage Loan Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all right, title, and interest of the Mortgage Loan Seller in and to the Mortgage Loans and each of the documents and records maintained by the Mortgage Loan Seller with respect to the origination or servicing of a particular Mortgage Loan (each, a "Mortgage File") including all principal and interest due on or with respect to the Mortgage Loans after the Cut-off Date. All documents relating to the Mortgage Loans not delivered to the Purchaser are and shall be held in trust by the Mortgage Loan Seller for the benefit of the Purchaser as the owner thereof or the Purchaser's assignee or designee and the Mortgage Loan Seller's possession of the contents of each such document so retained is at the will of the Purchaser or the Purchaser's assignee or designee and such retention and possession by the Mortgage Loan Seller is in a custodial capacity only. Upon sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Mortgage and the contents of the related Mortgage File will be vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Mortgage Loan Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Mortgage Loan Seller at the will of the Purchaser in such custodial capacity only. The Mortgage Loan Seller's records will accurately reflect the sale of each Mortgage Loan to the Purchaser. The Mortgage Loan Seller shall release its custody of the contents of any Mortgage File only in accordance with written instructions from the Purchaser or the Purchaser's assignee or designee, except that where such release is required as incidental to a repurchase of any such Mortgage Loan pursuant to Section 1.04 or 2.02 hereof, such written instructions shall not be required. The ownership of each Mortgage Note, the Mortgage and the contents of the related Mortgage File will be vested in the Trustee, as assignee of the Purchaser. The Mortgage Loan Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest therein. The Mortgage Loan Seller shall respond to any third party inquiries with respect to ownership of the Mortgage Loans by stating that such ownership is held by the Trustee and the Certificateholders.

Sale and Conveyance of Mortgage; Possession of Mortgage File. The Mortgage Loan Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all right, title, and interest of the Mortgage Loan Seller in and to the Mortgage Loans and each of the documents and records maintained by the Mortgage Loan Seller with respect to the origination or servicing of a particular Mortgage Loan (each, a "“Mortgage File"”) including all principal and interest due on or with respect to the Mortgage Loans after the Cut-off Date. All documents relating to the Mortgage Loans not delivered to the Purchaser are and shall be held in trust by the Mortgage Loan Seller for the benefit of the Purchaser as the owner thereof or the Purchaser's ’s assignee or designee and the Mortgage Loan Seller's ’s possession of the contents of each such document so retained is at the will of the Purchaser or the Purchaser's ’s assignee or designee and such retention and possession by the Mortgage Loan Seller is in a custodial capacity only. Upon sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Mortgage and the contents of the related Mortgage File will be vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Mortgage Loan Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Mortgage Loan Seller at the will of the Purchaser in such custodial capacity only. The Mortgage Loan Seller's ’s records will accurately reflect the sale of each Mortgage Loan to the Purchaser. The Mortgage Loan Seller shall release its custody of the contents of any Mortgage File only in accordance with written instructions from the Purchaser or the Purchaser's ’s assignee or designee, except that where such release is required as incidental to a repurchase of any such Mortgage Loan pursuant to Section 1.04 or 2.02 hereof, such written instructions shall not be required. The ownership of each Mortgage Note, the Mortgage and the contents of the related Mortgage File will be vested in the Trustee, as assignee of the Purchaser. The Mortgage Loan Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest therein. The Mortgage Loan Seller shall respond to any third party inquiries with respect to ownership of the Mortgage Loans by stating that such ownership is held by the Trustee and the Certificateholders.

Sale and Conveyance of Mortgage; Possession of Mortgage File. The Mortgage Loan Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all right, title, and interest of the Mortgage Loan Seller in and to the Mortgage Loans and each of the documents and records maintained by the Mortgage Loan Seller with respect to the origination or servicing of a particular Mortgage Loan (each, a "“Mortgage File"”) including all principal and interest due on or with respect to the Mortgage Loans after the Cut-off Date. All documents relating to the Mortgage Loans not delivered to the Purchaser are and shall be held in trust by the Mortgage Loan Seller for the benefit of the Purchaser as the owner thereof or the Purchaser's ’s assignee or designee and the Mortgage Loan Seller's ’s possession of the contents of each such document so retained is at the will of the Purchaser or the Purchaser's ’s assignee or designee and such retention and possession by the Mortgage Loan Seller is in a custodial capacity only. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Mortgage and the contents of the related Mortgage File will be vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Mortgage Loan Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Mortgage Loan Seller at the will of the Purchaser in such custodial capacity only. The Mortgage Loan Seller's ’s records will accurately reflect the sale of each Mortgage Loan to the Purchaser. The Mortgage Loan Seller shall release its custody of the contents of any Mortgage File only in accordance with written instructions from the Purchaser or the Purchaser's ’s assignee or designee, except that where such release is required as incidental to a repurchase of any such Mortgage Loan pursuant to Section 1.04 or 2.02 hereof, such written instructions shall not be required. The ownership of each Mortgage Note, the Mortgage and the contents of the related Mortgage File will be vested in the Trustee, as assignee of the Purchaser. The Mortgage Loan Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest therein. The Mortgage Loan Seller shall respond to any third party inquiries with respect to ownership of the Mortgage Loans by stating that such ownership is held by the Trustee and the Certificateholders.

Sale and Conveyance of Mortgage; Possession of Mortgage File. The Mortgage Loan Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all right, title, and interest of the Mortgage Loan Seller in and to the Mortgage Loans and each of the documents and records maintained by the Mortgage Loan Seller with respect to the origination or servicing of a particular Mortgage Loan (each, a "Mortgage File") including all principal and interest due on or with respect to the Mortgage Loans after the Cut-off Date. All documents relating to the Mortgage Loans not delivered to the Purchaser are and shall be held in trust by the Mortgage Loan Seller for the benefit of the Purchaser as the owner thereof or the Purchaser's assignee or designee and the Mortgage Loan Seller's possession of the contents of each such document so retained is at the will of the Purchaser or the Purchaser's assignee or designee and such retention and possession by the Mortgage Loan Seller is in a custodial capacity only. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Mortgage and the contents of the related Mortgage File will be vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Mortgage Loan Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Mortgage Loan Seller at the will of the Purchaser in such custodial capacity only. The Mortgage Loan Seller's records will accurately reflect the sale of each Mortgage Loan to the Purchaser. The Mortgage Loan Seller shall release its custody of the contents of any Mortgage File only in accordance with written instructions from the Purchaser or the Purchaser's assignee or designee, except that where such release is required as incidental to a repurchase of any such Mortgage Loan pursuant to Section 1.04 or 2.02 hereof, such written instructions shall not be required. The ownership of each Mortgage Note, the Mortgage and the contents of the related Mortgage File will be vested in the Trustee, as assignee of the Purchaser. The Mortgage Loan Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest therein. The Mortgage Loan Seller shall respond to any third party inquiries with respect to ownership of the Mortgage Loans by stating that such ownership is held by the Trustee and the Certificateholders.

Sale and Conveyance of Mortgage; Possession of Mortgage File. The Mortgage Loan Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all right, title, and interest of the Mortgage Loan Seller in and to the Subsequent Mortgage Loans and each of the documents and records maintained by the Mortgage Loan Seller with respect to the origination or servicing of a particular Subsequent Mortgage Loan (each, a "Mortgage File") including all principal and interest due on or with respect to the Subsequent Mortgage Loans after the Subsequent Cut-off Date. All documents relating to the Subsequent Mortgage Loans not delivered to the Purchaser are and shall be held in trust by the Mortgage Loan Seller for the benefit of the Purchaser as the owner thereof or the Purchaser's assignee or designee and the Mortgage Loan Seller's possession of the contents of each such document so retained is at the will of the Purchaser or the Purchaser's assignee or designee and such retention and possession by the Mortgage Loan Seller is in a custodial capacity only. Upon sale of the Subsequent Mortgage Loans, the ownership of each related Mortgage Note, the Mortgage and the contents of the related Mortgage File will be vested in the Purchaser and the ownership of all records and documents with respect to the related Subsequent Mortgage Loan prepared by or which come into the possession of the Mortgage Loan Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Mortgage Loan Seller at the will of the Purchaser in such custodial capacity only. The Mortgage Loan Seller's records will accurately reflect the sale of each Subsequent Mortgage Loan to the Purchaser. The Mortgage Loan Seller shall release its custody of the contents of any Mortgage File only in accordance with written instructions from the Purchaser or the Purchaser's assignee or designee, except that where such release is required as incidental to a repurchase of any such Subsequent Mortgage Loan pursuant to Section 1.04 or 2.02 hereof2.02, such written instructions shall not be required. The ownership of each Mortgage Note, the Mortgage and the contents of the related Mortgage File will be vested in the Trustee, as assignee of the Purchaser. The Mortgage Loan Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest therein. The Mortgage Loan Seller shall respond to any third party inquiries with respect to ownership of the Subsequent Mortgage Loans by stating that such ownership is held by the Trustee and the Certificateholders.

Sale and Conveyance of Mortgage; Possession of Mortgage File. The Mortgage Loan Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all of its right, title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase and Sale Agreement, dated as of the Mortgage Loan Seller date hereof between the Master Servicer and the Seller) in and to the Mortgage Loans and each of the documents and records maintained by the Mortgage Loan Seller with respect to the origination or servicing of a particular Mortgage Loan (eachLoan, a "Mortgage File") including all interest and principal and interest due received on or with respect to the Mortgage Loans Loan after the Cut-off Date. All documents relating to the Mortgage Loans not delivered to the Purchaser are Date (other than payments of principal and shall be held in trust by interest first due on the Mortgage Loan Seller for on or before the benefit of the Purchaser as the owner thereof or the Purchaser's assignee or designee and the Mortgage Loan Seller's possession of the contents of each such document so retained is at the will of the Purchaser or the Purchaser's assignee or designee and such retention and possession by the Mortgage Loan Seller is in a custodial capacity onlyCut-off Date). Upon the sale of the Mortgage LoansLoan, the ownership of each the related Mortgage Note, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Depositor and then the Trustee and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Mortgage Loan Seller (other than the records and documents described in the proviso to Section 3(a) hereof) shall immediately vest in the Purchaser and shall be retained immediately thereafter the Depositor and maintained, in trust, by then the Mortgage Loan Seller at the will of the Purchaser in such custodial capacity onlyTrustee. The Mortgage Loan Seller's records will accurately reflect the sale of each the Mortgage Loan to the Purchaser. The Mortgage Loan Seller shall release its custody Depositor will sell the Class A-1, Class A-2, Class A-3B, Class A-4, Class A-SB, Class A-1A, Class A-M, Class A-J, Class X-0, Xxxxx X, Class C and Class D Certificates (the "Offered Certificates") to the underwriters specified in the underwriting agreement dated March 3, 2006 (the "Underwriting Agreement") between the Depositor and J.P. Morgan Securities Inc. for itself and as representative of CIBC Xxxxx Xxxxets Corp., Deutsche Bank Securities Inc. and Nomura Securities International, Inc., the contents of any Mortgage File only Depositor will sell the Class X-1, Class A-3A, Class E, Class F, Class G and Class H, Class R and Class LR Certificates (the "Privately Offered Certificates") to JPMSI, as the initial purchaser specified in accordance the certificate purchase agreement, dated March 3, 2006 (the "Certificate Purchase Agreement"), between the Depositor and JPMSI and the Depositor will sell (with written instructions from JPMSI as placement agent) the Purchaser or Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificates (the Purchaser's assignee or designee"Privately Placed Certificates" and together with the Privately Offered Certificates, except that where such release is required as incidental the "Private Certificates") to a repurchase of any such Mortgage Loan pursuant to Section 1.04 or 2.02 hereof, such written instructions shall not be requiredthe initial purchasers thereof. The ownership of each Mortgage Note, the Mortgage sale and the contents of the related Mortgage File will be vested in the Trustee, as assignee of the Purchaser. The Mortgage Loan Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest therein. The Mortgage Loan Seller shall respond to any third party inquiries with respect to ownership conveyance of the Mortgage Loans by stating that such ownership Loan is held by being conducted on an arms-length basis and upon commercially reasonable terms. As the Trustee purchase price for the Mortgage Loan, the Purchaser shall pay to the Seller or at the Seller's direction $93,000,000.00 in immediately available funds. The purchase and sale of the CertificateholdersMortgage Loan shall take place on the Closing Date.

Sale and Conveyance of Mortgage; Possession of Mortgage File. The Mortgage Loan Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all right, title, and interest interest, other than the servicing rights, of the Mortgage Loan Seller in and to the $35,833,571.20 of Subsequent Mortgage Loans and each of the documents and records maintained by the Mortgage Loan Seller with respect to the origination or servicing of a particular Subsequent Mortgage Loan (each, a "Mortgage File") including all principal and interest due on or with respect to the Subsequent Mortgage Loans after the Subsequent Cut-off Date. All documents relating to the Subsequent Mortgage Loans not delivered to the Purchaser are and shall be held in trust by the Mortgage Loan Seller for the benefit of the Purchaser as the owner thereof or the Purchaser's assignee or designee and the Mortgage Loan Seller's possession of the contents of each such document so retained is at the will of the Purchaser or the Purchaser's assignee or designee and such retention and possession by the Mortgage Loan Seller is in a custodial capacity only. Upon sale of the Subsequent Mortgage Loans, the ownership of each related Mortgage Note, the Mortgage and the contents of the related Mortgage File will be vested in the Purchaser and the ownership of all records and documents with respect to the related Subsequent Mortgage Loan prepared by or which come into the possession of the Mortgage Loan Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Mortgage Loan Seller at the will of the Purchaser in such custodial capacity only. The Mortgage Loan Seller's records will accurately reflect the sale of each Subsequent Mortgage Loan to the Purchaser. The Mortgage Loan Seller shall release its custody of the contents of any Mortgage File only in accordance with written instructions from the Purchaser or the Purchaser's assignee or designee, except that where such release is required as incidental to a repurchase of any such Subsequent Mortgage Loan pursuant to Section 1.04 or 2.02 hereof, such written instructions shall not be required. The ownership of each Mortgage Note, the Mortgage and the contents of the related Mortgage File will be vested in the Trustee, as assignee of the Purchaser. The Mortgage Loan Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest therein. The Mortgage Loan Seller shall respond to any third party inquiries with respect to ownership of the Subsequent Mortgage Loans by stating that such ownership is held by the Trustee and the Certificateholders. Nothwithstanding any provision herein or otherwise to the contrary, the assignment, transfer, sale and conveyance shall not include the servicing rights associated with the Subsequent Mortgage Loans.

Sale and Conveyance of Mortgage; Possession of Mortgage File. The Mortgage Loan Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all right, title, and interest interest, other than the servicing rights, of the Mortgage Loan Seller in and to the $69,165,613.32 of Subsequent Mortgage Loans and each of the documents and records maintained by the Mortgage Loan Seller with respect to the origination or servicing of a particular Subsequent Mortgage Loan (each, a "Mortgage File") including all principal and interest due on or with respect to the Subsequent Mortgage Loans after the Subsequent Cut-off Date. All documents relating to the Subsequent Mortgage Loans not delivered to the Purchaser are and shall be held in trust by the Mortgage Loan Seller for the benefit of the Purchaser as the owner thereof or the Purchaser's assignee or designee and the Mortgage Loan Seller's possession of the contents of each such document so retained is at the will of the Purchaser or the Purchaser's assignee or designee and such retention and possession by the Mortgage Loan Seller is in a custodial capacity only. Upon sale of the Subsequent Mortgage Loans, the ownership of each related Mortgage Note, the Mortgage and the contents of the related Mortgage File will be vested in the Purchaser and the ownership of all records and documents with respect to the related Subsequent Mortgage Loan prepared by or which come into the possession of the Mortgage Loan Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Mortgage Loan Seller at the will of the Purchaser in such custodial capacity only. The Mortgage Loan Seller's records will accurately reflect the sale of each Subsequent Mortgage Loan to the Purchaser. The Mortgage Loan Seller shall release its custody of the contents of any Mortgage File only in accordance with written instructions from the Purchaser or the Purchaser's assignee or designee, except that where such release is required as incidental to a repurchase of any such Subsequent Mortgage Loan pursuant to Section 1.04 or 2.02 hereof, such written instructions shall not be required. The ownership of each Mortgage Note, the Mortgage and the contents of the related Mortgage File will be vested in the Trustee, as assignee of the Purchaser. The Mortgage Loan Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest therein. The Mortgage Loan Seller shall respond to any third party inquiries with respect to ownership of the Subsequent Mortgage Loans by stating that such ownership is held by the Trustee and the Certificateholders. Nothwithstanding any provision herein or otherwise to the contrary, the assignment, transfer, sale and conveyance shall not include the servicing rights associated with the Subsequent Mortgage Loans.