Common use of Sale of Mortgage Loans; Assignment of the Servicing Agreements Clause in Contracts

Sale of Mortgage Loans; Assignment of the Servicing Agreements. The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under (i) each Mortgage Loan, including the Cut-off Date Principal Balance, all interest due thereon after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date (and all principal received before the Cut-off Date to the extent such principal relates to a Monthly Payment due after the Cut-off Date) (other than (a) the Servicing Rights with respect to the SRO Mortgage Loans and (b) any Reserved Rights with respect to the Mortgage Loans); (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Mortgage Loans and (iv) all proceeds of any of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Purchaser all of its rights and interest (but none of its obligations) under the Servicing Agreements and the Assignment Agreements to the extent relating to the Mortgage Loans (other than (a) the Servicing Rights with respect to the SRO Mortgage Loans and (b) the Reserved Rights with respect to the Mortgage Loans). The Purchaser hereby accepts such assignment, and shall be entitled to exercise all such rights of the Seller under the Servicing Agreements and the Assignment Agreements as if the Purchaser had been a party to such agreement.

Sale of Mortgage Loans; Assignment of the Servicing Agreements. The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under (i) each Mortgage Loan, including the related Cut-off Off Date Principal Balance, all interest due thereon after the Cut-off Off Date and all collections in respect of interest and principal due after the Cut-off Off Date (and all principal received before the Cut-off Off Date to the extent such principal relates to a Monthly Payment due after the Cut-off Off Date) (other than (a) the Servicing Rights with respect to the SRO Mortgage Loans and (b) any Reserved Rights with respect to the Mortgage Loans); (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Mortgage Loans; (iv) any Additional Collateral with respect to the Mortgage Loans; (v) each Guaranty Surety Bond with respect to the Additional Collateral Mortgage Loans conveyed to the Seller from MSDWCC and Cendant; and (ivvi) all proceeds of any of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Purchaser all of its rights and interest (but none of its obligations) under each Servicing Agreement, other than any servicing rights retained pursuant to the provisions of such Servicing Agreements and the Assignment Agreements Agreements, to the extent relating to the Mortgage Loans (other than (a) the Servicing Rights with respect to the SRO Mortgage Loans and (b) the Reserved Rights with respect to the Mortgage Loans). The Purchaser hereby accepts such assignment, and shall be entitled to exercise all such rights of the Seller under the each Servicing Agreements and the Assignment Agreements Agreement as if the Purchaser had been a party to each such agreement.

Sale of Mortgage Loans; Assignment of the Servicing Agreements. The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under (i) each Mortgage Loan, including the related Cut-off Off Date Principal Balance, all interest due thereon after the Cut-off Off Date and all collections in respect of interest and principal due after the Cut-off Off Date (and all principal received before the Cut-off Off Date to the extent such principal relates to a Monthly Payment due after the Cut-off Off Date) (other than (a) the Servicing Rights with respect to the SRO Mortgage Loans (each as defined in the Pooling and Servicing Agreement) and (b) any Reserved Rights with respect to the Mortgage Loans); (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Mortgage Loans and (iv) all proceeds of any of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Purchaser all of its rights and interest (but none of its obligations) under the Servicing Agreements and the Assignment Agreements to the extent relating to the Mortgage Loans (other than (a) the Servicing Rights with respect to the SRO Mortgage Loans and (b) the Reserved Rights with respect to the Mortgage Loans). The Purchaser hereby accepts such assignment, and shall be entitled to exercise all such rights of the Seller under the Servicing Agreements and the Assignment Agreements as if the Purchaser had been a party to such agreement.

Sale of Mortgage Loans; Assignment of the Servicing Agreements. The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under (i) each Mortgage Loan (other than any premium amounts paid by the Seller in connection with the purchase of any Mortgage Loan) and the related Mortgage File, including the related Cut-off Date Principal Balance, all interest due thereon after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date (and all principal received before the Cut-off Date to the extent such principal relates to a Monthly Payment due after the Cut-off Date) (other than (a) the Servicing Rights with respect to the SRO Mortgage Loans and (b) any Reserved Rights with respect to the Mortgage Loans); (ii) property which secured such Mortgage Loan and which that has been acquired by foreclosure or deed in lieu of foreclosurebecome an REO Property; (iii) its interest in any insurance policies in respect of the Mortgage Loans (including any insurance proceeds) and (iv) all proceeds of any of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Purchaser all of its rights and interest (but none of its obligations) under the Servicing Agreements and the Assignment Agreements to the extent relating to the Mortgage Loans (other than (a) the Servicing Rights with respect to the SRO Mortgage Loans and (b) the Reserved Rights with respect to the Mortgage Loans). The Purchaser hereby accepts such assignment, and shall be entitled to exercise all such rights of the Seller under the Servicing Agreements and the Assignment Agreements as if the Purchaser had been a party to each such agreement.

Sale of Mortgage Loans; Assignment of the Servicing Agreements. The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under (i) each Mortgage Loan, including the related Cut-off Off Date Principal Balance, all interest due thereon after the Cut-off Off Date and all collections in respect of interest and principal due after the Cut-off Off Date (and all principal received before the Cut-off Off Date to the extent such principal relates to a Monthly Payment due after the Cut-off Off Date) (other than (a) with respect to the SRO Mortgage Loans, the Servicing Rights with respect to the such SRO Mortgage Loans and (b) with respect to any Mortgage Loan, the Reserved Rights with respect to the such Mortgage LoansLoan); (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Mortgage Loans and (iv) all proceeds of any of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Purchaser all of its rights and interest (but none of its obligations) under each Servicing Agreement and Assignment Agreement (other than (a) with respect to the SRO Mortgage Loans, the Servicing Agreements Rights with respect to such SRO Mortgage Loans and (b) with respect to any Mortgage Loan, the Assignment Agreements Reserved Rights with respect to such Mortgage Loan) to the extent relating to the Mortgage Loans (other than (a) the Servicing Rights with respect to the SRO Mortgage Loans and (b) the Reserved Rights with respect to the Mortgage Loans). The Purchaser hereby accepts such assignment, and shall be entitled to exercise all such rights of the Seller under the each Servicing Agreements Agreement and the Assignment Agreements Agreement as if the Purchaser had been a party to each such agreement.