Common use of Sale and Conveyance of Trust Fund; Priority and Subordination of Ownership Interests; Establishment of the Trust Clause in Contracts

Sale and Conveyance of Trust Fund; Priority and Subordination of Ownership Interests; Establishment of the Trust. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trust for the benefit of the Certificateholders and the Additional Certificateholder as their respective interests may, from time to time appear and the Certificate Insurer without recourse but subject to the provisions in this Section 2.1 and the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Trust Fund, exclusive of the obligations of the Depositor, Seller or any other party with respect to the Mortgage Loans. In connection with such transfer and assignment, and pursuant to Section 2.6 of the Purchase and Sale Agreement, the Depositor does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trustee all of its rights (exclusive of its obligations) under the Purchase and Sale Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.5 and 3.4 of the Purchase and Sale Agreement for breaches of representations and warranties, agreements and covenants of the Seller contained in Sections 3.1 and 3.2 of the Purchase and Sale Agreement.

Sale and Conveyance of Trust Fund; Priority and Subordination of Ownership Interests; Establishment of the Trust. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trust for the benefit of the Certificateholders, the Additional Certificateholders and the Additional Certificateholder Holder of the Exchangeable Certificate, as their respective interests may, from time to time appear and the Certificate Insurer without recourse but subject to the provisions in this Section 2.1 and the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Trust Fund, exclusive of the obligations of the Depositor, Seller or any other party with respect to the Mortgage Loans. In connection with such transfer and assignment, and pursuant to Section 2.6 of the Purchase and Sale Agreement, the Depositor does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trustee all of its rights (exclusive of its obligations) under the Purchase and Sale Agreement, Agreement including, without limitation, its right to exercise the remedies created by Sections 2.5 and 3.4 of the Purchase and Sale Agreement for breaches of representations and warranties, agreements and covenants of the Seller contained in Sections 3.1 and 3.2 of the Purchase and Sale Agreement.