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Common use of Sale of Mortgage Loans Clause in Contracts

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 3 contracts

Samples: Mortgage Loan Sale and Assignment Agreement (Lehman XS Trust, Series 2006-8), Mortgage Loan Sale and Assignment Agreement (LXS 2006-7), Mortgage Loan Sale and Assignment Agreement (Lehman XS Trust 2006-5)

Sale of Mortgage Loans. Concurrently with (a) The Seller, by the execution and delivery of this Agreement, the Seller does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the DepositorPurchaser, without recourse, subject to Sections 1.03 and 1.04recourse (except as expressly provided herein), all of its right, title and interest, whether now owned or existing or hereafter created, arising, or acquired, in, to and under the Initial Transferred Property; provided, however, that the Purchaser does not assume the obligation under any Loan Agreement to fund Draws by the Mortgagor thereunder or any other obligation arising under or related to the Related Documents, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. (b) The Initial Mortgage Loans, including the Cut-Off Date Principal Balances of such Initial Mortgage Loans, and all other related Initial Transferred Property, shall be sold by the Seller and purchased by the Purchaser on the Closing Date. The Subsequent Mortgage Loans, including the Cut-Off Date Principal Balances of such Subsequent Mortgage Loans, and all other related Subsequent Transferred Property, shall be sold by the Seller and purchased by the Purchaser on the related Subsequent Transfer Date. Additional Balances and the related Transferred Property arising after the Cut-Off Date or related Subsequent Cut-Off Date, as applicable, through and including the date immediately preceding the commencement of the Rapid Amortization Period shall be sold by the Seller and purchased by the Purchaser on the later of the Closing Date (or with respect to Subsequent Mortgage Loans, the applicable Subsequent Transfer Date) and the date of creation of such Additional Balance. (c) In connection with the conveyance by the Seller of the Initial Mortgage Loans and any Subsequent Mortgage Loans, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Cut-Off Date Principal Balances of the Initial Mortgage Loans and on or prior to the related Subsequent Cut-Off Date in the case of any Subsequent Mortgage Loans, to indicate in its books and records that the Initial Mortgage Loans have been sold to the Purchaser pursuant to this Agreement, and, in the case of the Subsequent Mortgage Loans, pursuant to the related Subsequent Transfer Agreement and to deliver to the Purchaser true and complete lists of all of the Mortgage Loans specifying for each Mortgage Loan the information contained in the Mortgage Loan Schedule. The Mortgage Loan Schedule shall be marked as Exhibit 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. (d) In connection with the conveyance by the Seller of the Initial Mortgage Loans and any Subsequent Mortgage Loans, the Seller shall on behalf of the Purchaser deliver to and deposit with the Servicer prior to the Closing Date, in the case of an Initial Mortgage Loan, and prior to the related Subsequent Transfer Date, in the case of a Subsequent Mortgage Loan, with respect to (i) below, or within 90 days of the Closing Date in the case of an Initial Mortgage Loan, and, 90 days of the related Subsequent Transfer Date, in the case of a Subsequent Mortgage Loan, with respect to (ii) through (v) below, the following documents or instruments with respect to each Mortgage Loan: (i) the original Loan Agreement endorsed or assigned without recourse in blank (which endorsement shall contain either an original signature or a facsimile signature of an authorized officer of the Seller and which assignment may be included in one or more blanket assignments if permitted by applicable law) or, with respect to any Mortgage Loan as to which the original Loan Agreement has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit; provided that any such endorsement or assignment may be completed after the Closing Date or Subsequent Transfer Date, as applicable, so long as such endorsement or assignment is completed prior to the earlier of (A) 90 days after the Closing Date or Subsequent Transfer Date, as applicable, and (B) the date on which the Servicer is required to prepare the Assignments of Mortgage pursuant to Section 3.17 of the Servicing Agreement; (ii) the original Mortgage with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage certified by the Seller that such Mortgage has been sent for recording, or a county certified copy of such Mortgage in the event the recording office keeps the original or if the original is lost; (iii) originals of any intervening assignments of the Mortgage from the originator to the Seller, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment certified by the Seller that such original intervening assignment has been sent for recording; and (iv) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to such Mortgage Loan; Within 90 days following delivery of the Mortgage Files to the Servicer pursuant to the preceding paragraph, the Servicer shall review the Mortgage Files and deliver to the Indenture Trustee and the Enhancer an initial certification in the form attached hereto as Exhibit 4 evidencing the status of the completeness of the Mortgage Files. If, in the course of such review, a material defect in any Mortgage File is discovered which may materially and adversely affect the value of the related Mortgage Loan, or the interests of the Indenture Trustee (as pledgee of the Mortgage Loans), the Noteholders, the Enhancer or the Certificateholders, including the Seller's failure to deliver any document required to be delivered to the Servicer on behalf of the Indenture Trustee, the Seller shall cure such defect, repurchase the related Mortgage Loan at the Repurchase Price or substitute an Eligible Substitute Loan therefor upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Mortgage Loans. Upon receipt of all documents required to be included in the Mortgage Files and no later than within one year of the Closing Date, the Servicer shall deliver to the Indenture Trustee and the Enhancer a final certification in the form attached hereto as Exhibit 5 evidencing the completeness of the Mortgage Files. The Seller on behalf of the Purchaser will deliver the original Loan Agreements to the Servicer, endorsed or assigned in blank, to effect the transfer to the Purchaser of the Loan Agreements and all related Mortgages and Related Documents. Concurrently herewith, the Purchaser has contracted to sell the Mortgage Loans to the Issuer, and the Issuer, in turn, has Granted its right, title and interest of the Seller in and to the Mortgage Loans identified and other Transferred Property constituting the Trust Estate to the Indenture Trustee to secure payments on Schedules A the Notes. To avoid the unnecessary expense and B hereto, having an approximate aggregate principal balance administrative inconvenience associated with the execution and recording of $1,037,120,000. Such conveyance includes, without limitationmultiple assignment documents, the right Seller may execute one or more assignments of mortgages naming the Indenture Trustee as assignee. Notwithstanding the fact that assignments of mortgages naming the Indenture Trustee as assignee have not been prepared and delivered, the parties hereto acknowledge and agree that the Mortgage Loans shall for all purposes be deemed to have been transferred from the Seller to the Purchaser, from the Purchaser to the Issuer, and from the Issuer to the Indenture Trustee. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (iii) above, delivered by the Seller to the Servicer, as provided above, the Seller will deliver or cause to be delivered the originals or certified copies of such documents to the Servicer promptly upon receipt thereof. If an Assignment of Mortgage is required to be prepared under Section 3.17 of the Servicing Agreement, the Seller will promptly execute such Assignment of Mortgage upon request of the Servicer. Upon sale of the Initial Mortgage Loans, the ownership of each related Loan Agreement (subject to the proviso in Section 2.1(a)), each related Mortgage and the contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all distributions of principal records and interest received on or documents with respect to the Mortgage Loans on and after that are prepared by or that come into the Cut-off Datepossession of the Seller, other than payments as the seller of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on hereunder, or after by the Cut-off DateServicer under the Servicing Agreement shall immediately vest in the Purchaser, together with all and shall be retained and maintained in trust by the Servicer at the will of the Purchaser, in such custodial capacity only; provided, however, that if Wachovia is no longer the Servicer under the Servicing Agreement, any records and documents that come into the possession of the Seller shall be promptly delivered to the Servicer. The Seller’s 's records will accurately reflect the sale of the Mortgage Loans by it to the Purchaser. The Purchaser hereby acknowledges its acceptance of all right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged property conveyed to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of it pursuant to this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreementSection 2.1.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Wachovia Asset Sec Series 2004 - HE1), Mortgage Loan Purchase Agreement (Wachovia Asset Funding Trust, LLC)

Sale of Mortgage Loans. Concurrently (a) The Seller, concurrently with the execution and delivery of this Agreement, the Seller does hereby transfersell, assign, set over, deposit with and otherwise convey to the DepositorPurchaser, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with (i) all of the Seller’s its right, title and interest in and to each Mortgage Loan, including the related account Cut-off Date Principal Balance, all interest accruing thereon on or after the Cut-off Date and all amounts from time to time credited to collections in respect of interest and principal due after the proceeds Cut-off Date; (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security foreclosure; (iii) its interest in any collateral pledged to secure insurance policies in respect of the Mortgage Loans, including the Mortgaged Properties, Loans and (iv) all proceeds of any proceeds of the foregoing. Concurrently . (b) In connection with the execution transactions contemplated by Section 2.08 of the Pooling and delivery of this Servicing Agreement, the Seller hereby assigns agrees that the Depositor shall be under no obligation to purchase any Subsequent Mortgage Loans unless (i) the conditions precedent contained in Section 2.08 of the Pooling and Servicing Agreement and the Subsequent Transfer Instrument, substantially in the form of Exhibit P thereto, are satisfied and (ii) each Subsequent Mortgage Loan satisfies the representations and warranties contained in Section 3.01 of this Agreement. The sale of Subsequent Mortgage Loans by the Seller to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates shall be effected in accordance with the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any Section 2.08 of the Transfer Agreements (any such document an “Assignment Agreement”) Pooling and that this Servicing Agreement constitutes an Assignment pursuant to a Subsequent Mortgage Loan Purchase Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth substantially in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing this Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Ameriquest Mortgage Sec Inc Asst Back Ps THR Cert Ser 2002 D), Pooling and Servicing Agreement (Ameriquest Mort Sec Inc Asset Bk Pass THR Cert Ser 2002-C)

Sale of Mortgage Loans. Concurrently The Seller, concurrently with the execution and delivery of this Agreement, the Seller does hereby transfersell, assign, set over, deposit with and otherwise convey to the DepositorPurchaser, without recourse, subject to Sections 1.03 and 1.04, all the of its right, title and interest in, to and under (i) each Mortgage Loan, 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 Seller in 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 identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or (b) any Reserved Rights with respect to the Mortgage Loans on Loans); (ii) property which secured such Mortgage Loan and after the Cut-off Date, other than payments which has been acquired by foreclosure or deed in lieu of principal and foreclosure; (iii) its interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with in any insurance policies in respect to of the Mortgage Loans on or after the Cut-off Date, together with and (iv) all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor Purchaser all of its rights and interest (but none of its obligations) under each Transfer Agreement the Servicing Agreements and each Servicing Agreement, the Assignment Agreements (other than any servicing rights retained thereunder, and delegates (a) the Servicing Rights with respect to the Depositor all of its obligations thereunder, to SRO Mortgage Loans and (b) the extent relating Reserved Rights with respect to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor Purchaser hereby accepts such assignment and delegationassignment, and shall be entitled to exercise all the such rights of the Seller under each Transfer Agreement the Servicing Agreements and each Servicing Agreement, other than any servicing rights thereunder, the Assignment Agreements as if the Depositor Purchaser had been a party to each such agreement.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (HarborView Mortgage Loan Trust 2005-15), Mortgage Loan Purchase Agreement (Harborview 2006-Bu1)

Sale of Mortgage Loans. Concurrently with (a) The Seller, by the execution and delivery of this Agreement, the Seller does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the DepositorPurchaser, without recourse, subject to Sections 1.03 and 1.04recourse (except as expressly provided herein), all of its right, title and interest, whether now owned or existing or hereafter created, arising, or acquired, in, to and under the Initial Transferred Property; provided, however, that the Purchaser does not assume the obligation under any Loan Agreement to fund Draws by the Mortgagor thereunder or any other obligation arising under or related to the Related Documents, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. (b) The Initial Mortgage Loans, including the Cut-Off Date Principal Balances of such Initial Mortgage Loans, and all other related Initial Transferred Property, shall be sold by the Seller and purchased by the Purchaser on the Closing Date. The Subsequent Mortgage Loans, including the Cut-Off Date Principal Balances of such Subsequent Mortgage Loans, and all other related Subsequent Transferred Property, shall be sold by the Seller and purchased by the Purchaser on the related Subsequent Transfer Date. Additional Balances and the related Transferred Property arising after the Cut-Off Date or related Subsequent Cut-Off Date, as applicable, through and including the date immediately preceding the commencement of the Rapid Amortization Period shall be sold by the Seller and purchased by the Purchaser on the later of the Closing Date (or with respect to Subsequent Mortgage Loans, the applicable Subsequent Transfer Date) and the date of creation of such Additional Balance. (c) In connection with the conveyance by the Seller of the Initial Mortgage Loans and any Subsequent Mortgage Loans, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Cut-Off Date Principal Balances of the Initial Mortgage Loans and on or prior to the related Subsequent Cut-Off Date in the case of any Subsequent Mortgage Loans, to indicate in its books and records that the Initial Mortgage Loans have been sold to the Purchaser pursuant to this Agreement, and, in the case of the Subsequent Mortgage Loans, pursuant to the related Subsequent Transfer Agreement and to deliver to the Purchaser true and complete lists of all of the Mortgage Loans specifying for each Mortgage Loan the information contained in the Mortgage Loan Schedule. The Mortgage Loan Schedule shall be marked as Exhibit 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. (d) In connection with the conveyance by the Seller of the Initial Mortgage Loans and any Subsequent Mortgage Loans, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Servicer, at least five (5) Business Days before the Closing Date in the case of an Initial Mortgage Loan, and, three (3) Business Days prior to the related Subsequent Transfer Date in the case of a Subsequent Mortgage Loan, with respect to (i) below, or within 90 days of the Closing Date in the case of an Initial Mortgage Loan, and, 90 days of the related Subsequent Transfer Date, with respect to (ii) through (v) below, the following documents or instruments with respect to each Mortgage Loan: (i) the original Loan Agreement endorsed or assigned without recourse in blank (which endorsement shall contain either an original signature or a facsimile signature of an authorized officer of the Seller and which assignment may be included in one or more blanket assignments if permitted by applicable law) or, with respect to any Mortgage Loan as to which the original Loan Agreement has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit; (ii) the original Mortgage with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage certified by the Seller that such Mortgage has been sent for recording, or a county certified copy of such Mortgage in the event the recording office keeps the original or if the original is lost; (iii) originals of any intervening assignments of the Mortgage from the originator to the Seller, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment certified by the Seller that such original intervening assignment has been sent for recording; and (iv) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to such Mortgage Loan; Within 90 days following delivery of the Mortgage Files to the Servicer pursuant to the preceding paragraph, the Servicer shall review the Mortgage Files and deliver to the Indenture Trustee and the Enhancer an initial certification in the form attached hereto as Exhibit 4 evidencing the status of the completeness of the Mortgage Files. If, in the course of such review, a material defect in any Mortgage File is discovered which may materially and adversely affect the value of the related Mortgage Loan, or the interests of the Indenture Trustee (as pledgee of the Mortgage Loans), the Noteholders, the Enhancer or the Certificateholders, including the Seller's failure to deliver any document required to be delivered to the Servicer on behalf of the Indenture Trustee, the Seller shall cure such defect, repurchase the related Mortgage Loan at the Repurchase Price or substitute an Eligible Substitute Loan therefor upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Mortgage Loans. Upon receipt of all documents required to be included in the Mortgage Files and no later than within one year of the Closing Date, the Servicer shall deliver to the Indenture Trustee and the Enhancer a final certification in the form attached hereto as Exhibit 5 evidencing the completeness of the Mortgage Files. The Seller on behalf of the Purchaser will deliver the original Loan Agreements to the Servicer, endorsed or assigned in blank, to effect the transfer to the Purchaser of the Loan Agreements and all related Mortgages and other loan documents. Concurrently herewith, the Purchaser has contracted to sell the Mortgage Loans to the Issuer, and the Issuer, in turn, has Granted its right, title and interest of the Seller in and to the Mortgage Loans identified and other Transferred Property constituting the Trust Estate to the Indenture Trustee to secure payments on Schedules A the Notes. To avoid the unnecessary expense and B hereto, having an approximate aggregate principal balance administrative inconvenience associated with the execution and recording of $1,037,120,000. Such conveyance includes, without limitationmultiple assignment documents, the right Seller may execute one or more assignments of mortgages naming the Indenture Trustee as assignee. Notwithstanding the fact that assignments of mortgages naming the Indenture Trustee as assignee have not been prepared and delivered, the parties hereto acknowledge and agree that the Mortgage Loans shall for all purposes be deemed to have been transferred from the Seller to the Purchaser, from the Purchaser to the Issuer, and from the Issuer to the Indenture Trustee. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (iii) above, delivered by the Seller to the Servicer, as provided above, the Seller will deliver or cause to be delivered the originals or certified copies of such documents to the Servicer promptly upon receipt thereof. If an Assignment of Mortgage is required to be prepared under Section 3.17 of the Servicing Agreement, the Seller will promptly execute such Assignment of Mortgage upon request of the Servicer. Upon sale of the Initial Mortgage Loans, the ownership of each related Loan Agreement (subject to the proviso in Section 2.1(a)), each related Mortgage and the contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all distributions of principal records and interest received on or documents with respect to the Mortgage Loans on and after that are prepared by or that come into the Cut-off Datepossession of the Seller, other than payments as the seller of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on hereunder, or after by the Cut-off DateServicer under the Servicing Agreement shall immediately vest in the Purchaser, together with all and shall be retained and maintained in trust by the Servicer at the will of the Purchaser, in such custodial capacity only; provided, however, that if Wachovia is no longer the Servicer under the Servicing Agreement, any records and documents that come into the possession of the Seller shall be promptly delivered to the Servicer. The Seller’s 's records will accurately reflect the sale of the Mortgage Loans by it to the Purchaser. The Purchaser hereby acknowledges its acceptance of all right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged property conveyed to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of it pursuant to this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreementSection 2.1.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Wachovia Asset Securitization Inc 2003-He2 Trust), Mortgage Loan Purchase Agreement (Wachovia Asset Securitization Inc)

Sale of Mortgage Loans. Concurrently (a) The Seller, concurrently with the execution and delivery of this Agreement, the Seller does hereby transfersell, assign, set over, deposit with and otherwise convey to the DepositorPurchaser, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with (b) all of the Seller’s its right, title and interest in and to each Mortgage Loan, including the related account Cut-Off Date Principal Balance, all interest accruing thereon on and after the Cut-Off Date and all amounts from time to time credited to collections in respect of interest and principal due on or after the proceeds Cut-Off Date; (c) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security foreclosure; (d) its interest in any collateral pledged to secure insurance policies in respect of the Mortgage Loans, including the Mortgaged Properties, Loans and (f) all proceeds of any proceeds of the foregoing. Concurrently . (b) In connection with the execution transactions contemplated by Section 2.08 of the Pooling and delivery of this Servicing Agreement, the Seller hereby assigns agrees that the Purchaser shall be under no obligation to purchase any Subsequent Mortgage Loans unless (i) the conditions precedent and the representations and warranties contained in Section 2.08 of the Pooling and Servicing Agreement and the Subsequent Transfer Instrument, substantially in the form of Exhibit N of the Pooling and Servicing Agreement, are satisfied and (ii) each Subsequent Mortgage Loan satisfies the representations and warranties contained in Section 6 of this Agreement. The sale of Subsequent Mortgage Loans by the Seller to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates shall be effected in accordance with the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any Section 2.08 of the Transfer Agreements (any such document an “Assignment Agreement”) Pooling and that this Servicing Agreement constitutes an Assignment pursuant to a Subsequent Mortgage Loan Purchase Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth substantially in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing this Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Option One Mort Accept Corp Asset Backed Cert Ser 2000-2), Pooling and Servicing Agreement (Option One Mort Accep Corp Asset Backed Cert Ser 2000-1)

Sale of Mortgage Loans. Concurrently (a) The Seller, concurrently with the execution and delivery of this Agreement, the Seller does hereby transfersell, assign, set over, deposit with and otherwise convey to the DepositorPurchaser, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with (i) all of the Seller’s its right, title and interest in and to each Mortgage Loan, including the related account Cut-off Date Principal Balance, all interest accruing thereon on and after the Cut-off Date and all amounts from time to time credited to collections in respect of interest and principal due on or after the proceeds Cut-off Date; (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security foreclosure; (iii) its interest in any collateral pledged to secure insurance policies (including the PMI Policy) in respect of the Mortgage Loans, including the Mortgaged Properties, Loans and (iv) all proceeds of any proceeds of the foregoing. Concurrently . (b) In connection with the execution transactions contemplated by Section 2.08 of the Pooling and delivery of this Servicing Agreement, the Seller hereby assigns agrees that the Purchaser shall be under no obligation to purchase any Subsequent Mortgage Loans unless (i) the conditions precedent contained in Section 2.08 of the Pooling and Servicing Agreement and the Subsequent Transfer Instrument, substantially in the form of Exhibit N of the Pooling and Servicing Agreement, are satisfied and (ii) each Subsequent Mortgage Loan satisfies the representations and warranties contained in Section 3.01 of this Agreement. The sale of Subsequent Mortgage Loans by the Seller to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates shall be effected in accordance with the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any Section 2.08 of the Transfer Agreements (any such document an “Assignment Agreement”) Pooling and that this Servicing Agreement constitutes an Assignment pursuant to a Subsequent Mortgage Loan Purchase Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth substantially in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing this Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Option One Mort Ln Trust Asset Back Certs Ser 2001-3), Pooling and Servicing Agreement (Option One Mort Acc Corp Asset Backed Cert Ser 2001-4)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B heretoLoans, having an approximate aggregate principal balance Principal Balance as of the Cut-off Date of $1,037,120,000[________]. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$[_________]. The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 2 contracts

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities Corp), Mortgage Loan Sale and Assignment Agreement (Lehman Abs Corp)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.041.04 of this Agreement, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and Schedule B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000956,638,268. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the a form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Lehman Mortgage Trust 2005-1)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance of $1,037,120,000878,484,851.90. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement (including the right to enforce the Transferor’s obligation pursuant to Section 8 of the Transferor Letter Agreement) and each the Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements Agreement (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each the Transfer Agreement and each the Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (SASCO Mortgage Loan Trust 2005-Wf3)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A A-1 and B A-2 hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000142,009,288.82. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement (except for any rights against the related Transferor with respect to (i) first payment date defaults or early payment date defaults or (ii) reimbursement of any amount in excess of the Purchase Price for a breach of a representation or warranty) and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Sasco Mortgage Loan Trust Series 2004-Gel2)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance of approximately $1,037,120,000685,210,677.27. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each (A) the Transfer Agreement (except for any rights against the Transferor under the Transfer Agreement with respect to (i) first payment date defaults or early payment date defaults or (ii) reimbursement of any amount in excess of the Purchase Price for a breach of a representation or warranty; provided, however, that the Seller hereby assigns to the Depositor all of its rights and interest against FFFC with respect to first payment date defaults or early payment date defaults on the Mortgage Loans set forth in Schedule B hereto (the “First Payment Default Mortgage Loans”), assigned to the Seller under Section 8 of each PPTL and (B) the Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements Agreement (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such the Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each the Transfer Agreement Agreement, the PPTLs and each the Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (First Franklin Mortgage Loan Trust 2006-FFB)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A A-1 and B A-2 hereto, having an approximate aggregate principal balance of $1,037,120,0001,177,659,594.48. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement (except for any rights against the related Transferor with respect to (i) first payment date defaults or early payment date defaults or (ii) reimbursement of any amount in excess of the Purchase Price for a breach of a representation or warranty; provided, however, that the Seller hereby assigns to the Depositor all of its rights and interest against People’s Choice Home Loan, Inc. and Option One Mortgage Corporation, with respect to first payment date defaults or early payment date defaults on the Mortgage Loans set forth in Schedule B hereto (the “First Payment Default Mortgage Loans”), assigned to the Seller under: (i) Section 7 of the Purchase Price and Terms Letter between Lxxxxx Capital, a division of Lxxxxx Brothers Holdings, Inc. and People’s Choice Home Loan Inc. dated as of May 1, 2006, (ii) Section 8 of the Purchase Price and Terms Letter between Lxxxxx Brothers Bank, FSB and Option One Mortgage Corporation dated as of June 16, 2006, and (iii) Section 7 of the Purchase Price and Terms Letter between Lxxxxx Capital, a division of Lxxxxx Brothers Holdings Inc. and People’s Choice Home Loan, Inc. dated as of April 28, 2006 (collectively, the “PPTLs”)), and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement Agreement, each PPTL and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Sasco 2006-Bc2)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified (exclusive of any Retained Interest on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000such Mortgage Loans). Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off DateApril 1, 2003, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off DateApril 1, 2003, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, and the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, Loans including the Mortgaged Properties, Properties and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements Agreement (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price of $274,153,245.44.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Encore Credit Corp Mortgage Pass Through Certs Ser 2003-1)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B heretoLoans, having an approximate aggregate principal balance of approximately $1,037,120,000770,835,784.73. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement and each the Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements Agreement (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such the Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such this Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$770,835,784.73. The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each the Transfer Agreement and each the Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Sec Corp Mort Pass THR Certs Ser 2003 Ff3)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,0001,852,807,586. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateJanuary 1, 2005, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s 's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s 's rights under any Insurance Policies relating related to the Mortgage Loans, and the Seller’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement and each Servicing Agreementthe Bring Down Letter, other than any servicing rights retained thereunder, and delegates pursuant to the Depositor all provisions of its obligations thereunderthe Transfer Agreement and the Bring Down Letter, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$1,852,807,586. The Depositor hereby accepts such assignment and delegationassignment, and shall be entitled to exercise all the such rights of the Seller under each the Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunderthe Bring Down Letter, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Merrill Lynch Mortgage Investors Inc)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller Bank does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller Bank in and to the Mortgage Loans (exclusive of any Retained Interest on such Mortgage Loans, if any) identified on Schedules Schedule A and Schedule B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000435,101,494.70. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on or after January 1, 2002 other than, (i) any amounts representing Retained Interest, if any, and after the Cut-off Date, other than (ii) payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s Bank's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s Bank's rights under any Insurance Policies relating related to the Mortgage Loans, and the Seller’s Bank's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoingAdditional Collateral. Concurrently with the execution and delivery of this Agreement, the Seller Bank hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement Agreements and each the Servicing AgreementAgreements, other than (i) any right to receive Retained Interest, if any, and (ii) any servicing rights retained thereunder, and delegates pursuant to the Depositor all provisions of its obligations thereundersuch Transfer Agreements or Servicing Agreements, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$435,101,494.70. The Depositor hereby accepts such assignment and delegationassignment, and shall be entitled to exercise all the such rights of the Seller Bank under each the Transfer Agreement Agreements and each the Servicing Agreement, other than any servicing rights thereunderAgreements, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities Corp Mort Pas THR Cer Se 2002-2)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,0002,394,022,629. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateFebruary 1, 2007, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s 's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s 's rights under any Insurance Policies relating related to the Mortgage Loans, and the Seller’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates pursuant to the Depositor all provisions of its obligations thereunderthe Transfer Agreement, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$2,394,022,629. The Depositor hereby accepts such assignment and delegationassignment, and shall be entitled to exercise all the such rights of the Seller under each the Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (First Franklin Mortgage Loan Trust, Series 2007-Ff2)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000Loans. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off DateSeptember 1, 2002, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off DateSeptember 1, 2002, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, and the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). $372,430,997.08 The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2002-Bc7)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller Bank does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller Bank in and to the Mortgage Loans (exclusive of any Retained Interest on such Mortgage Loans, if any) identified on Schedules Schedule A and Schedule B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000279,825,034.54. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on or after June 1, 2002 other than, (i) any amounts representing Retained Interest, if any, and after the Cut-off Date, other than (ii) payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the SellerBank’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the SellerBank’s rights under any Insurance Policies relating related to the Mortgage Loans, and the SellerBank’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoingAdditional Collateral. Concurrently with the execution and delivery of this Agreement, the Seller Bank hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement Agreements and each the Servicing AgreementAgreements, other than (i) any right to receive Retained Interest, if any, and (ii) any servicing rights retained thereunder, and delegates pursuant to the Depositor all provisions of its obligations thereundersuch Transfer Agreements or Servicing Agreements, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$279,825,034.54. The Depositor hereby accepts such assignment and delegationassignment, and shall be entitled to exercise all the such rights of the Seller Bank under each the Transfer Agreement Agreements and each the Servicing Agreement, other than any servicing rights thereunderAgreements, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities Corp Mor Pa Th Ce Se 2002-13)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000678,821,101. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateApril 1, 2006, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s 's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s 's rights under any Insurance Policies relating related to the Mortgage Loans, and the Seller’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement Agreement, the Bring Down Letter and each Servicing Agreementthe Term Sheet, other than any servicing rights retained thereunder, and delegates pursuant to the Depositor all provisions of its obligations thereunderthe Transfer Agreement, the Bring Down Letter and the Term Sheet, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$678,821,101. The Depositor hereby accepts such assignment and delegationassignment, and shall be entitled to exercise all the such rights of the Seller under each the Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunderthe Bring Down Letter and the Term Sheet, as if the Depositor had been a party to each such agreementagreements.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Mortgage Loan Asset-Backed Certificates, Series 2006-Ar1)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller Bank does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller Bank in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000Loans. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateMay 1, 2002, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off DateMay 1, 2002, together with all of the Seller’s Bank's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s Bank's rights under any Insurance Policies relating to the Mortgage Loans, and the Seller’s Bank's security interest in any collateral pledged to secure the Initial Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller Bank hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$635,804,889.91. The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller Bank under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Sec Corp Pass THR Cert Ser 2002 Bc3)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A A-1 and B A-2 hereto, having an approximate aggregate principal balance of $1,037,120,0001,320,154,968.17. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement(except for any rights against the related Transferor with respect to (i) first payment date defaults or early payment date defaults or (ii) reimbursement of any amount in excess of the Purchase Price for a breach of a representation or warranty; provided, other than any servicing rights retained thereunderhowever, and delegates that the Seller hereby assigns to the Depositor all of its obligations thereunderrights and interest against Countrywide Home Loans, Inc., and Fieldstone Mortgage Company with respect to first payment date defaults or early payment date defaults on the Mortgage Loans set forth in Schedule B hereto (the “First Payment Default Mortgage Loans”), assigned to the extent relating to Seller under: (i) Section 6 of the Purchase Price and Terms Letter between Xxxxxx Brothers Bank, FSB and Countrywide Home Loans, Inc. dated as of February 22, 2006, (ii) Section 6 of the Purchase Price and Terms Letter between Xxxxxx Brothers Bank, FSB and Countrywide Home Loans, Inc. dated as of July 19, 2006, (iii) Section 6 of the Purchase Price and Terms Letter between Xxxxxx Brothers Bank, FSB and Fieldstone Mortgage Loans. Company dated as of April 6, 2006, The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement Agreement, each PPTL and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Sasco 2006-Bc3)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A Schedule A-1 and B Schedule A-2 hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000823,333,142.53. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of scheduled principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Servicing Agreement and each Servicing AgreementTransfer Agreement (except for any rights against the related Transferor with respect to reimbursement of any amount in excess of the Purchase Price for a breach of a representation or warranty; provided, other than any servicing rights retained thereunderhowever, and delegates that the Seller hereby assigns to the Depositor all of its obligations thereunder, rights and interest with respect to first payment defaults or early payment defaults on Mortgage Loans set forth in Schedule B hereto (“First Payment Default Mortgage Loans”) assigned to the extent relating Seller pursuant to the Mortgage LoansPPTLs or otherwise. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under any such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement Agreement, each PPTL and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities CORP Mortgage Loan Trust 2007-Bc3)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A A-1 and B A-2 hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000441,642,561. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each PPTL (including those for any first payment default or early payment date default rights against the related Transferor) and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements or PPTL (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer AgreementAgreements or PPTL, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the a form of which is attached hereto as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement Agreement, each PPTL and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities Corp 2006-S1)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller Bank does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller Bank in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000Loans. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateJune 1, 2002, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off DateJune 1, 2002, together with all of the SellerBank’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the SellerBank’s rights under any Insurance Policies relating to the Mortgage Loans, and the SellerBank’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller Bank hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$367,030,290.28. The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller Bank under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Sec Corp Mort Pass THR Certs Ser 2002 Bc4)

Sale of Mortgage Loans. Concurrently with (a) The Seller, by the execution and delivery of this Agreement, the Seller does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the DepositorPurchaser, without recourse, subject to Sections 1.03 and 1.04recourse (except as expressly provided herein), all the of its right, title and interest of interest, whether now owned or existing or hereafter created, arising, or acquired, in, to and under the Initial Transferred Property; provided, however, that the Purchaser does not assume the obligation under any Loan Agreement to fund Draws by the Mortgagor thereunder or any other obligation arising under or related to the Related Documents, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller in and will retain the obligation to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the fund future Draws. (b) The Initial Mortgage Loans, including the Mortgaged PropertiesCut-Off Date Principal Balances of such Initial Mortgage Loans, and any proceeds all other related Initial Transferred Property, shall be sold by the Seller and purchased by the Purchaser on the Closing Date. The Subsequent Mortgage Loans, including the Cut-Off Date Principal Balances of such Subsequent Mortgage Loans, and all other related Subsequent Transferred Property, shall be sold by the Seller and Purchased by the Purchaser on the related Subsequent Transfer Date. Additional Balances and the related Transferred Property arising after the Cut-Off Date or related Subsequent Cut-Off Date, as applicable through and including the date immediately preceding the commencement of the foregoing. Concurrently Rapid Amortization Period shall be sold by the Seller and purchased by the Purchaser on the later of the Closing Date (or with respect to Subsequent Mortgage Loans, the applicable Subsequent Transfer Date) and the date of creation of such Additional Balance. (c) In connection with the execution conveyance by the Seller of the Initial Mortgage Loans and delivery any Subsequent Mortgage Loans, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Cut-Off Date Principal Balances of the Initial Mortgage Loans and on or prior to the related Subsequent Cut-Off Date in the case of any Subsequent Mortgage Loans, to indicate in its books and records that the Initial Mortgage Loans have been sold to the Purchaser pursuant to this Agreement, and, in the case of the Subsequent Mortgage Loans, pursuant to the related Subsequent Transfer Agreement and to deliver to the Purchaser true and complete lists of all of the Mortgage Loans specifying for each Mortgage Loan the information contained in the Mortgage Loan Schedule. The Mortgage Loan Schedule shall be marked as Exhibit 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. (d) In connection with the conveyance by the Seller of the Initial Mortgage Loans and any Subsequent Mortgage Loans, the Seller hereby assigns shall on behalf of the Purchaser deliver to, and deposit with the Servicer, at least five (5) Business Days before the Closing Date in the case of an Initial Mortgage Loan, and, three (3) Business Days prior to the Depositor all related Subsequent Transfer Date in the case of its rights a Subsequent Mortgage Loan, with respect to (i) below, or within 90 days of the Closing Date in the case of an Initial Mortgage Loan, and, 90 days of the related Subsequent Transfer Date, with respect to (ii) through (v) below, the following documents or instruments with respect to each Initial Mortgage Loan: (i) the original Loan Agreement endorsed or assigned without recourse in blank (which endorsement shall contain either an original signature or a facsimile signature of an authorized officer of the Seller and interest which assignment may be included in one or more blanket assignments if permitted by applicable law) or, with respect to any Mortgage Loan as to which the original Loan Agreement has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit; (ii) the original Mortgage with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage certified by the Seller that such Mortgage has been sent for recording, or a county certified copy of such Mortgage in the event the recording office keeps the original or if the original is lost; (iii) Assignments of Mortgage (which may be included in one or more blanket assignments if permitted by applicable law) in recordable form from the Seller to "JPMorgan Chase Bank, as Indenture Trustee under each Transfer Agreement and each Servicing Agreementthat certain Indenture dated as of September 27, other than 2002, for Wachovia Asset Securitization, Inc. 2002-HE1 Trust"; (iv) originals of any servicing rights retained thereunder, and delegates intervening assignments of the Mortgage from the originator to the Depositor all Seller, with evidence of its obligations thereunderrecording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment certified by the Seller that such original intervening assignment has been sent for recording; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to such Mortgage Loan; Within 90 days following delivery of the Mortgage Files to the extent relating Servicer pursuant to the preceding paragraph, the Servicer shall review the Mortgage Files and if a material defect in any Mortgage File is discovered which may materially and adversely affect the value of the related Mortgage Loan, or the interests of the Indenture Trustee (as pledgee of the Mortgage Loans), the Noteholders or the Certificateholders, including the Seller's failure to deliver any document required to be delivered to the Servicer on behalf of the Indenture Trustee (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iv) above if the Seller has submitted such assignment for recording and satisfied the terms of clause (iv) above), the Seller shall cure such defect, repurchase the related Mortgage Loan at the Repurchase Price or substitute an Eligible Substitute Loan therefor upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any on behalf of the Transfer Purchaser will deliver the original Loan Agreements (any such document an “Assignment Agreement”) to the Servicer, endorsed or assigned in blank, to effect the transfer to the Purchaser of the Loan Agreements and that this Agreement constitutes an Assignment Agreement under such Transfer Agreementall related Mortgages and other loan documents. Concurrently herewith, the Purchaser has contracted to sell the Mortgage Loans to the Issuer, and the Depositor hereby assumes Issuer, in turn, has Granted its right, title and interest in the obligations of Mortgage Loans and other Transferred Property constituting the assignee under each such Assignment AgreementTrust Estate to the Indenture Trustee to secure payments on the Notes. Concurrently To avoid the unnecessary expense and administrative inconvenience associated with the execution hereofand recording of multiple assignment documents, the Depositor tenders Seller may execute one or more assignments of mortgages naming the purchase price set forth Indenture Trustee as assignee. Notwithstanding the fact that such assignments of mortgages name the Indenture Trustee as assignee, the parties hereto acknowledge and agree that the Mortgage Loans shall for all purposes be deemed to have been transferred from the Seller to the Purchaser, from the Purchaser to the Issuer, and from the Issuer to the Indenture Trustee. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in that certain Terms Letter dated accordance with clauses (ii) or (iv) above, delivered by the Seller to the Servicer, as provided above, the Seller will deliver or cause to be delivered the originals or certified copies of such documents to the Servicer promptly upon receipt thereof. Upon sale of the date hereofInitial Mortgage Loans, the form ownership of which is attached each related Loan Agreement (subject to the proviso in Section 2.1(a)), each related Mortgage and the contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all records and documents with respect to the Initial Mortgage Loans that are prepared by or that come into the possession of the Seller, as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegationseller of the Initial Mortgage Loans hereunder, or by the Servicer under the Servicing Agreement shall immediately vest in the Purchaser, and shall be entitled to exercise all retained and maintained in trust by the rights Servicer at the will of the Purchaser, in such custodial capacity only; provided, however, that if Wachovia is no longer the Servicer under the Servicing Agreement, any records and documents that come into the possession of the Seller under each Transfer Agreement shall be promptly delivered to the Servicer. The Seller's records will accurately reflect the sale of the Initial Mortgage Loans by it to the Purchaser. The Purchaser hereby acknowledges its acceptance of all right, title and each Servicing Agreement, other than any servicing rights thereunder, as if interest to the Depositor had been a party property conveyed to each such agreementit pursuant to this Section 2.1.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Asset Sec Inc Asst Back Notes Ser 2002 He1)

Sale of Mortgage Loans. Concurrently The Seller, concurrently with the execution and delivery of this Agreement, the Seller does hereby transfersell, assign, set over, deposit with and otherwise convey to the DepositorPurchaser, without recourse, subject to Sections 1.03 and 1.04, all the of its right, title and interest of in, to and under the Seller in following, whether now existing or hereafter acquired and to wherever located: (i) the Mortgage Loans identified on Schedules A and B heretoLoans, having an approximate aggregate principal balance of $1,037,120,000. Such conveyance includes, without limitation, including the right to Asset Balance (including all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, Additional Balances) and all such payments due after such date but collections of interest and principal in respect thereof received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date (except collections in respect of interest for the period from [_____________] to [_____________]); (ii) property which secured a Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Mortgage Loans; (iv) the Seller's rights under the [_________ _________]; and (v) all proceeds of the foregoing[; provided, however, that the Purchaser does not assume the obligation under each Loan Agreement (including, without limitation, such obligation under the Loan Agreement for each Mortgage Loan after the Closing Date) to fund future advances to the Mortgagor thereunder, and the Purchaser shall not be obligated to fund any such future advances]. [Future advances made to a Mortgagor under a Loan Agreement (each an "Additional Balance") shall be part of the related Asset Balance. The Seller shall give the Purchaser monthly notice of such advances on or prior to each Determination Date.] In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the date of this Agreement (a) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (b) to deliver to the Purchaser a computer file or microfiche list containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the Cut-off Date, (i) its account number, (ii) its delinquency status, and (iii) the aggregate amount outstanding under the Mortgage Loan as of the Cut-off Date. Such file, which forms a part of Exhibit __ to the [_________] Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such sale and assignment by the Seller to the Purchaser, the Seller on or prior to the Closing Date shall deliver to the Purchaser the following documents or instruments with respect to each Mortgage Loan so transferred and assigned: (i) The original Mortgage Note endorsed without recourse to [____________________]; (ii) the original recorded Assignment of Mortgage from [____________________] in recordable form[, which, in the case of any Mortgage Loan secured by Mortgaged Property located in the State of New York, shall state that such Assignment of Mortgage is not subject to the requirements of Section 275 of the Real Property Law because it is an assignment within the secondary mortgage market]; (iii) the original recorded Mortgage with an evidence of a recording indicated thereon or, if, in connection with any Mortgage Loan, the Seller cannot deliver the original Mortgage with evidence of recording thereon on or prior to the Closing Date because such original Mortgage has been lost, the Seller shall deliver or cause to be delivered to the Purchaser a true and correct copy of such Mortgage, together with all a certificate by the appropriate county recording office where such Mortgage is recorded; (iv) the title search, and either a full appraisal or a drive-by inspection, obtained by the originator at the time the Mortgagor applied for the Mortgage Loan; (v) with respect to each Mortgage Loan listed on Schedule II, a title policy; (vi) the original of any guaranty executed in connection with the Mortgage Note; (vii) the original of each assumption, modification, consolidation or substitution agreement, if any, relating to the Mortgage Loan; and (viii) any security agreement, chattel mortgage or equivalent instrument executed in connection with the Mortgage. The Seller further hereby confirms to the Purchaser that it has caused the portions of the Electronic Ledger relating to the Mortgage Loans maintained by the Servicer to be clearly and unambiguously marked to indicate that the Mortgage Loans have been sold to the Purchaser. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, now existing and hereafter created, conveyed to it pursuant to this Section 1. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, Loans and other property described above. In the Seller’s security interest in any collateral pledged event the transaction set forth herein is deemed not to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreementbe a sale, the Seller hereby assigns grants to the Depositor Purchaser a security interest in all of its rights the Seller's right, title and interest in, to and under each Transfer the Mortgage Loans whether now existing or hereafter created, all monies due or to become due on the Mortgage Loans and all proceeds of any thereof; and this Agreement and each Servicing Agreementshall constitute a security agreement under applicable law. In connection with such sale, other than any servicing rights retained thereunderassignment, and delegates to conveyance, the Depositor all Seller has filed, in the appropriate office in the State of its obligations thereunder[______], to a UCC-1 financing statement executed by the extent relating to Seller as seller, naming the Purchaser as purchaser and listing the Mortgage Loans. The Seller Loans and the Depositor further agree other property described above as collateral. In connection with such filing, the Seller agrees that this Agreement incorporates it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the terms Purchaser's interest in the Mortgage Loans and conditions the other property described above. (b) [No assignment from the Seller of any assignment and assumption agreement or other assignment document Mortgage Loan shall be required to be entered into under recorded in any public real property or other records so long as no Assignment Event shall have occurred. Upon the occurrence of an Assignment Event, at the request of the Transfer Agreements Purchaser, the Seller shall as promptly as practicable, (any such document an “Assignment Agreement”a) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreementendorse, or cause to be endorsed, each Mortgage Note without recourse to the order of the Trustee, on behalf of the Certificateholders, and (b) prepare and execute, or cause to be prepared and executed, an assignment to the Depositor hereby assumes the obligations of the assignee under Trustee in recordable form for each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of Mortgage Loan sold by the Seller under each Transfer Agreement hereunder and each Servicing Agreement, other than any servicing rights thereunder, as if deliver such endorsed Mortgage Notes and assignments to the Depositor had been a party to each such agreementPurchaser.]

Appears in 1 contract

Samples: Loan Purchase Agreement (Directors Asset Conduit Corp)

Sale of Mortgage Loans. (a) Concurrently with the execution and delivery of this Agreement, the Seller Bank does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller Bank in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000Loans. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateOctober 1, 2002, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off DateOctober 1, 2002, together with all of the SellerBank’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the SellerBank’s rights under any Insurance Policies relating to the Mortgage Loans, and the SellerBank’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller Bank hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement (including the right to enforce each Transferor’s obligation pursuant to Section 7(c) of the Transfer Agreement) and each the Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller Bank and the Depositor hereby further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an the Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the an assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$581,633,137.87. The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller Bank under each the Transfer Agreement and each the Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2002 Hf2)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance of $1,037,120,0001,563,132,327.06. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement (except for any rights against the related Transferor with respect to (i) first payment date defaults or early payment date defaults or (ii) reimbursement of any amount in excess of the Purchase Price for a breach of a representation or warranty) and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each the Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (First Franklin Mortgage Loan Trust 2004-Ff7)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.041.04 of this Agreement, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance as of the Cut-off Date of approximately $1,037,120,00083,911,146.10. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each the Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$83,911,146.10. The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each the Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Sec Corp Mort Pass THR Certs Ser 2003 39ex)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000244,749,252. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateAugust 1, 2005, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s 's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s 's rights under any Insurance Policies relating related to the Mortgage Loans, and the Seller’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement and each Servicing Agreementthe Bring Down Letter, other than any servicing rights retained thereunder, and delegates pursuant to the Depositor all provisions of its obligations thereunderthe Transfer Agreement and the Bring Down Letter, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$243,910,160.32. The Depositor hereby accepts such assignment and delegationassignment, and shall be entitled to exercise all the such rights of the Seller under each the Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunderthe Bring Down Letter, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Merrill Lynch Mortgage Investors Trust, Series 2005-Nca)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest interest, other than the servicing rights, of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance as of the Cut-off Date of approximately $1,037,120,000350,020,543. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateApril 1, 2005 other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating related to the Mortgage Loans, and the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, the Seller’s right to indemnification from the related Transferor for breaches of representations and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement warranties under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$337,248,874.11. The Depositor hereby accepts such assignment and delegationassignment, and shall be entitled to exercise all the such rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement. Notwithstanding the foregoing, if the Depositor pursues any remedy against the Seller pursuant to Section 1.04(b) and the Seller fully performs such remedy, and to the extent such remedy could also be enforced against the Transferor under the related Transfer Agreement, the Depositor shall be deemed to have reassigned such rights and remedies that the Depositor has against such Transferor back to the Seller but only to the extent necessary to permit the Seller to pursue such remedies against the related Transferor pursuant to the terms of the related Transfer Agreement and only with respect to the Mortgage Loan(s) as to which such remedy has been fully performed by the Seller.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Terwin Mortgage Trust Asset-Backed Certificates, Series TMTS 2005-6he)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000465,328,742. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateDecember 1, 2005, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s 's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s 's rights under any Insurance Policies relating related to the Mortgage Loans, and the Seller’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement and each Servicing Agreementthe Bring Down Letter, other than any servicing rights retained thereunder, and delegates pursuant to the Depositor all provisions of its obligations thereunderthe Transfer Agreement and the Bring Down Letter, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$[INTENTIONALLY OMITTED]. The Depositor hereby accepts such assignment and delegationassignment, and shall be entitled to exercise all the such rights of the Seller under each the Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunderthe Bring Down Letter, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Ownit Mortgage Loan Trust, Series 2005-5)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000710,883,174.03. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Lehman XS Trust 2006-11)

Sale of Mortgage Loans. Concurrently (a) The Seller, by 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 the following, and wherever located: (i) the Mortgage Loans (including the Cut-Off Date Principal Balances), all interest accruing thereon, all monies due or to become due thereon, and all collections in respect thereof received on or after the Cut-Off Date (other than principal and interest due thereon on or prior to the Cut-Off Date); (ii) the interest of the Seller in any insurance policies in respect of the Mortgage Loans; and (iii) all proceeds of the foregoing. Such conveyance shall be deemed to be made: with respect to the Cut-Off Date Principal Balances, as of the Closing Date, subject to the receipt by the Seller of consideration therefor as provided herein under clause (a) of Section 2.3. (b) In connection with the conveyance by the Seller of the Mortgage Loans, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Stated Principal Balances of the Mortgage Loans, to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement, and to deliver to the Purchaser true and complete lists of all of the Mortgage Loans specifying for each Mortgage Loan (i) its account number and (ii) its Cut-Off Date Principal Balance. Such lists, which form part of the Mortgage Loan Schedule, shall be marked as Exhibit 1 to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) Except for Missing Documents identified in Exhibit 2 hereto, in connection with the conveyance by the Seller of the Mortgage Loans, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Custodian, at least five (5) Business Days before the Closing Date, with respect to (i) below, or within 90 days of the Closing Date, as the case may be, with respect to (ii) through (vii) below, the following documents or instruments (I) with respect to each related Mortgage Loan other than a Cooperative Mortgage Loan: (i) The original Mortgage Note (or, with respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit), endorsed without recourse in blank, or in the name of the Trustee as trustee, and signed by an authorized officer (which endorsement shall contain either an original signature or a facsimile signature of an authorized officer of the Seller, and if in the form of an allonge, the allonge shall be stapled to the Mortgage Note), with all intervening endorsements showing a complete chain of title from the originator to the Seller. If the Mortgage Loan was acquired by the endorser in a merger, the endorsement must be by "_____, successor by merger to [name of predecessor]". If the Mortgage Loan was acquired or originated by the endorser while doing business under another name, the endorsement must be by "______ formerly known as [previous name]"; (ii) The original Mortgage with evidence of recording indicated thereon or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded (iii) The original of any guarantee executed in connection with the Mortgage Note, if applicable; (iv) Any rider or the original of any modification agreement or assumption agreement executed in connection with the related Mortgage Note or Mortgage, with evidence of recording if required by applicable law; (v) An original Assignment or Assignments of Mortgage (which may be included in a blanket assignment or assignments) from the Seller to "Wells Fargo Bank Minnesota, N.A., xx Indenture Trustee under that certain Indenture dated as of March 12, 2001, for GMACM Mortgage Loan Trust 2001-GH1" c/o the Servicer at an address specified by the Servicer, and signed by an authorized officer, which assignment shall be in form and substance acceptable for recording. If the Mortgage Loan was acquired by the assignor in a merger, the assignment must be by "______, successor by merger to [name of predecessor]". If the Mortgage Loan was acquired or originated by the assignor while doing business under another name, the assignment must be by "________________ formerly known as [previous name]"; (vi) Originals of all intervening assignments of a Mortgage, which together with the Mortgage shows a complete chain of title from the originator to the Seller, with evidence of recording thereon; (vii) The original mortgagee policy of title insurance, including riders and endorsements thereto, or if the policy has not yet been issued, (i) a written commitment or interim binder for title issued by the title insurance or escrow company dated as of the date the Mortgage Loan was funded, with a statement by the title insurance company or closing attorney that the priority of the lien of the related Mortgage during the period between the date of the funding of the related Mortgage Loan and the date of the related title policy (which title policy shall be dated the date of recording of the related Mortgage) is insured, (ii) a preliminary title report issued by a title insurer in anticipation of issuing a title insurance policy which evidences existing liens and gives a preliminary opinion as to the absence of any encumbrance on title to the Mortgaged Property, except liens to be removed on or before purchase by the Mortgagor or which constitute customary exceptions acceptable to lenders generally or (iii) other evidence of title insurance acceptable to Fannie Mae or Freddie Mac, in accorxxxxx with the Xxxxxx Mae Seller/Servicer Guide ox Xxxxdie Mac Seller/Servicer Guide, xxxxxxxively; (viii) A certified true copy of any power of attorney, if applicable; and (ix) Originals of any security agreement, chattel mortgage or the equivalent executed in connection with the Mortgage, if any; and (II) with respect to each Cooperative Loan: (i) The original Mortgage Note, endorsed without recourse to the order of the Indenture Trustee and showing an unbroken chain of endorsements from the originator thereof to the Seller; (ii) A counterpart of the Cooperative Lease and the Assignment of Proprietary Lease to the originator of the Cooperative Loan with intervening assignments showing an unbroken chain of title from such originator to the Trustee; (iii) The related Cooperative Stock Certificate, representing the related Cooperative Stock pledged with respect to such Cooperative Loan, together with an undated stock power (or other similar instrument) executed in blank; (iv) The original recognition agreement by the Cooperative of the interests of the mortgagee with respect to the related Cooperative Loan; (v) The Security Agreement; (vi) Copies of the original UCC-1 financing statement, and any continuation statements, filed by the originator of such Cooperative Loan as secured party, each with evidence of recording thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary Lease; (vii) Copies of the filed UCC-3 assignments of the security interest referenced in clause (f) above showing an unbroken chain of title from the originator to the Indenture Trustee, each with evidence of recording thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary Lease; (viii) An executed assignment of the interest of the originator in the Security Agreement, Assignment of Proprietary Lease and the recognition agreement referenced in clause (d) above, showing an unbroken chain of title from the originator to the Indenture Trustee; (ix) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Cooperative Loan; and (x) An executed UCC-1 financing statement showing the Seller as debtor, the Purchaser as secured party and the Indenture Trustee as assignee and an executed UCC-1 financing statement showing the Purchaser as debtor and the Indenture Trustee as secured party, each in a form sufficient for filing, evidencing the interest of such debtors in the Cooperative Loans. Within the time period for the review of each Mortgage File set forth in Section 2.2 of the Custodial Agreement, if a material defect in any Mortgage File is discovered which may materially and adversely affect the value of the related Mortgage Loan, or the interests of the Indenture Trustee (as pledgee of the Mortgage Loans), the Noteholders, the Certificateholders or the Credit Enhancer in such Mortgage Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided, that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (I)(vi) or (II)(viii) above if the Seller has submitted such assignment for recording pursuant to the terms of the following paragraph, and, provided further that, a Mortgage File will not be deemed to contain a defect if it is listed on Exhibit 2 hereto and the defect related thereto is a Missing Document), the Seller shall cure such defect, repurchase the related Mortgage Loan at the Repurchase Price or substitute an Eligible Substitute Loan therefor upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Mortgage Loans. Notwithstanding anything contained herein, the related Seller or Servicer shall not be required to repurchase any Mortgage Loan due to the failure to deliver to the Custodian any Missing Documents. However, the Seller will be required to repurchase any such Mortgage Loan if: (i) foreclosure proceedings have been commenced with respect to such Mortgage Loan and (ii) the failure to possess a Missing Document described in Section 2.1(c)(I)(i), 2.1(c)(I) (ii), 2.1(c)(I) (iii), 2.1(c)(I) (iv), 2.1(c)(I) (vi) or 2.1(c)(II) materially and adversely affects the Servicer's ability to foreclose on the related Mortgage Loan or to establish the full amount of principal and interest owing on the related Mortgage Note. Exhibit 2 hereto shall be delivered by the Seller to the Custodian not later than 30 days from the Closing Date. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clauses (I)(ii) or (vi) above, delivered by the Seller to the Custodian contemporaneously with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey will deliver or cause to be delivered the originals or certified copies of such documents to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest Custodian promptly upon receipt thereof. Upon sale of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000. Such conveyance includes, without limitationLoans, the right to ownership of each Mortgage Note, each related Mortgage and the contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all distributions of principal records and interest received on or documents with respect to the Mortgage Loans on and after that are prepared by or that come into the Cut-off Date, other than payments possession of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to Seller as seller of the Mortgage Loans on hereunder or after in its capacity as Servicer under the Cut-off DateServicing Agreement shall immediately vest in the Purchaser, together with all and shall be retained and maintained in trust by the Seller or the Servicer at the will of the Purchaser, in such custodial capacity only. In the event that any original document held by the Seller hereunder in its capacity as Servicer is required pursuant to the terms of this Section to be part of a Mortgage File, such document shall be delivered promptly to the Custodian. The Seller’s 's records will accurately reflect the sale of each Mortgage Loan to the Purchaser. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to each related account the Mortgage Loans and other property as and to the extent described above. In the event the transactions set forth herein are deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all amounts from time to time credited of the Seller's right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the proceeds Mortgage Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall and hereby does constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such accountactions and to execute such documents, including without limitation the filing of any REO Property continuation statements with respect to the UCC-1 financing statements filed with respect to the Mortgage Loans by the Purchaser on the Closing Date, and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's or its assignees' interests in each Mortgage Loan and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (Servicer shall file any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been continuation statements on a party to each such agreementtimely basis.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Residential Asset Mortgage Products Inc)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance Scheduled Principal Balance as of the Cut-off Date of $1,037,120,0002,921,818,509.24. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off Date, Date (other than payments of principal and interest due on or before such date), and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s 's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s 's rights under any Insurance Policies relating to the Mortgage Loans, and the Seller’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Reconstituted Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$2,921,818,509.24. The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Reconstituted Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Amortizing Resi Collateral Tr Mor Pas Thru Cert Ser 2000-Bc3)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A A-1 and B A-2 hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000230,783,648.69. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement (except for any rights against the related Transferor with respect to (i) first payment date defaults or early payment date defaults or (ii) reimbursement of any amount in excess of the Purchase Price for a breach of a representation or warranty) and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (SASCO Mortgage Loan Trust Series 2005-Gel3)

Sale of Mortgage Loans. Concurrently with (a) The Seller, by the execution and delivery xxx xxlivery of this Agreement, the Seller does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the DepositorPurchaser, without recourse, subject to Sections 1.03 and 1.04recourse (except as expressly provided herein), all of its right, title and interest, whether now owned or existing or hereafter created, arising, or acquired, in, to and under the Initial Transferred Property; provided, however, that the Purchaser does not assume the obligation under any Loan Agreement to fund Draws by the Mortgagor thereunder or any other obligation arising under or related to the Related Documents, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. (b) The Initial Mortgage Loans, including the Cut-Off Date Principal Balances of such Initial Mortgage Loans, and all other related Initial Transferred Property, shall be sold by the Seller and purchased by the Purchaser on the Closing Date. The Subsequent Mortgage Loans, including the Cut-Off Date Principal Balances of such Subsequent Mortgage Loans, and all other related Subsequent Transferred Property, shall be sold by the Seller and purchased by the Purchaser on the related Subsequent Transfer Date. Additional Balances and the related Transferred Property arising after the Cut-Off Date or related Subsequent Cut-Off Date, as applicable, through and including the date immediately preceding the commencement of the Rapid Amortization Period shall be sold by the Seller and purchased by the Purchaser on the later of the Closing Date (or with respect to Subsequent Mortgage Loans, the applicable Subsequent Transfer Date) and the date of creation of such Additional Balance. (c) In connection with the conveyance by the Seller of the Initial Mortgage Loans and any Subsequent Mortgage Loans, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Cut-Off Date Principal Balances of the Initial Mortgage Loans and on or prior to the related Subsequent Cut-Off Date in the case of any Subsequent Mortgage Loans, to indicate in its books and records that the Initial Mortgage Loans have been sold to the Purchaser pursuant to this Agreement, and, in the case of the Subsequent Mortgage Loans, pursuant to the related Subsequent Transfer Agreement and to deliver to the Purchaser true and complete lists of all of the Mortgage Loans specifying for each Mortgage Loan the information contained in the Mortgage Loan Schedule. The Mortgage Loan Schedule shall be marked as Exhibit 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. (d) In connection with the conveyance by the Seller of the Initial Mortgage Loans and any Subsequent Mortgage Loans, the Seller shall on behalf of the Purchaser deliver to and deposit with the Servicer prior to the Closing Date, in the case of an Initial Mortgage Loan, and prior to the related Subsequent Transfer Date, in the case of a Subsequent Mortgage Loan, with respect to (i) below, or within 90 days of the Closing Date in the case of an Initial Mortgage Loan, and, 90 days of the related Subsequent Transfer Date, in the case of a Subsequent Mortgage Loan, with respect to (ii) through (v) below, the following documents or instruments with respect to each Mortgage Loan: (i) the original Loan Agreement endorsed or assigned without recourse in blank (which endorsement shall contain either an original signature or a facsimile signature of an authorized officer of the Seller and which assignment may be included in one or more blanket assignments if permitted by applicable law) or, with respect to any Mortgage Loan as to which the original Loan Agreement has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit; provided that any such endorsement or assignment may be completed after the Closing Date or Subsequent Transfer Date, as applicable, so long as such endorsement or assignment is completed prior to the earlier of (A) 90 days after the Closing Date or Subsequent Transfer Date, as applicable, and (B) the date on which the Servicer is required to prepare the Assignments of Mortgage pursuant to Section 3.17 of the Servicing Agreement; (ii) the original Mortgage with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage certified by the Seller that such Mortgage has been sent for recording, or a county certified copy of such Mortgage in the event the recording office keeps the original or if the original is lost; (iii) originals of any intervening assignments of the Mortgage from the originator to the Seller, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment certified by the Seller that such original intervening assignment has been sent for recording; and (iv) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to such Mortgage Loan; Within 90 days following delivery of the Mortgage Files to the Servicer pursuant to the preceding paragraph, the Servicer shall review the Mortgage Files and deliver to the Indenture Trustee and the Enhancer an initial certification in the form attached hereto as Exhibit 4 evidencing the status of the completeness of the Mortgage Files. If, in the course of such review, a material defect in any Mortgage File is discovered which may materially and adversely affect the value of the related Mortgage Loan, or the interests of the Indenture Trustee (as pledgee of the Mortgage Loans), the Noteholders, the Enhancer or the Certificateholders, including the Seller's failure to deliver any document required to be delivered to the Servicer on behalf of the Indenture Trustee, the Seller shall cure such defect, repurchase the related Mortgage Loan at the Repurchase Price or substitute an Eligible Substitute Loan therefor upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Mortgage Loans. Upon receipt of all documents required to be included in the Mortgage Files and no later than within one year of the Closing Date, the Servicer shall deliver to the Indenture Trustee and the Enhancer a final certification in the form attached hereto as Exhibit 5 evidencing the completeness of the Mortgage Files. The Seller on behalf of the Purchaser will deliver the original Loan Agreements to the Servicer, endorsed or assigned in blank, to effect the transfer to the Purchaser of the Loan Agreements and all related Mortgages and Related Documents. Concurrently herewith, the Purchaser has contracted to sell the Mortgage Loans to the Issuer, and the Issuer, in turn, has Granted its right, title and interest of the Seller in and to the Mortgage Loans identified and other Transferred Property constituting the Trust Estate to the Indenture Trustee to secure payments on Schedules A the Notes. To avoid the unnecessary expense and B hereto, having an approximate aggregate principal balance administrative inconvenience associated with the execution and recording of $1,037,120,000. Such conveyance includes, without limitationmultiple assignment documents, the right Seller may execute one or more assignments of mortgages naming the Indenture Trustee as assignee. Notwithstanding the fact that assignments of mortgages naming the Indenture Trustee as assignee have not been prepared and delivered, the parties hereto acknowledge and agree that the Mortgage Loans shall for all purposes be deemed to have been transferred from the Seller to the Purchaser, from the Purchaser to the Issuer, and from the Issuer to the Indenture Trustee. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (iii) above, delivered by the Seller to the Servicer, as provided above, the Seller will deliver or cause to be delivered the originals or certified copies of such documents to the Servicer promptly upon receipt thereof. If an Assignment of Mortgage is required to be prepared under Section 3.17 of the Servicing Agreement, the Seller will promptly execute such Assignment of Mortgage upon request of the Servicer. Upon sale of the Initial Mortgage Loans, the ownership of each related Loan Agreement (subject to the proviso in Section 2.1(a)), each related Mortgage and the contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all distributions of principal records and interest received on or documents with respect to the Mortgage Loans on and after that are prepared by or that come into the Cut-off Datepossession of the Seller, other than payments as the seller of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on hereunder, or after by the Cut-off DateServicer under the Servicing Agreement shall immediately vest in the Purchaser, together with all and shall be retained and maintained in trust by the Servicer at the will of the Purchaser, in such custodial capacity only; provided, however, that if Wachovia is no longer the Servicer under the Servicing Agreement, any records and documents that come into the possession of the Seller shall be promptly delivered to the Servicer. The Seller’s 's records will accurately reflect the sale of the Mortgage Loans by it to the Purchaser. The Purchaser hereby acknowledges its acceptance of all right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged property conveyed to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of it pursuant to this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreementSection 2.1.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Mortgage Loan Trust, LLC)

Sale of Mortgage Loans. Concurrently Originator agrees to sell to Purchaser, and Purchaser may buy, from time to time, Eligible Mortgage Loans, in accordance with the execution terms hereof. Originator acknowledges that (i) the terms offered to Originator represent a premium available only for bulk purchases, and delivery (ii) Purchaser may enter into various financial arrangements to make funds available to acquire Eligible Mortgage Loans. Accordingly, Originator guarantees that the average daily aggregate Acquisition Price for all Eligible Mortgage Loans offered by Originator to Purchaser in any Loan Quarter shall not fall below fifty percent (50%) of this Agreementthe Originator Concentration Limit. In connection with such sale, Originator shall deliver, or cause to be delivered, to Purchaser (or Custodian, if so directed by the Seller does hereby transferPurchaser) a Loan Purchase Detail (either electronically or via facsimile transmission) and all Submission Package Documents. In the case of a Direct Funding, assignOriginator shall initially deliver Advance Submission Documents and shall, set overwithin two Business Days thereafter, deposit with deliver Submission Package Documents. Upon receipt of a Loan Purchase Detail and otherwise convey to the Depositorrelated Submission Package Documents or Advance Submission Documents, without recourseas the case may be, subject to Sections 1.03 and 1.04, all the right, title and interest satisfaction of the Seller conditions precedent contained in and to Section 2.2 hereof, Purchaser may purchase the related Eligible Mortgage Loans identified on Schedules A and B heretoLoan at the Acquisition Price. For the avoidance of doubt, having an approximate aggregate principal balance of $1,037,120,000. Such conveyance includes, without limitation, the Originator shall have no right to replace or re-purchase any Purchased Loan other than a Defective Mortgage Loan. In no event shall Purchaser purchase any Mortgage Loan (a) if the Acquisition Price of such Mortgage Loan, when combined with the aggregate Acquisition Price of all distributions Purchased Loans then held by Purchaser, is in excess of principal the Originator Concentration Limit; or (b) if such Mortgage Loan is in a category to which an Originator Concentration Sublimit applies and interest received on or the Acquisition Price of such Mortgage Loan, when combined with respect to the Mortgage aggregate Acquisition Price of any Purchased Loans on in the same category which are then held by Purchaser, exceeds the applicable Originator Concentration Sublimit. From and after the Cut-off Acquisition Date, other than payments Originator shall hold a copy of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the each Mortgage Loans on or after the Cut-off DateNote, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged PropertiesCredit File Documents, and any proceeds other Submission Package Documents or Advance Submission Documents, that are in, or may thereafter come into, its possession, for the benefit of Purchaser. Such Credit File Documents, Submission Package Documents, or Advance Submission Documents, as the foregoing. Concurrently with case may be, shall be appropriately identified in Originator’s computer system to clearly reflect the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions ownership of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreementPurchased Loans by Purchaser.

Appears in 1 contract

Samples: Master Mortgage Loan Purchase Agreement (Availent Financial Inc)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.041.04 of this Agreement, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and Schedule B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000532,383,583.93. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement (except for any rights against the related Transferor with respect to first payment date defaults or early payment date defaults) and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the a form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Lehman Mortgage Trust 2006-8)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000516,556,934. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities Corp. Mortgage Loan Trust 2005-7xs)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,0001,646,933,979.42 as of the Cut-off Date. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of scheduled principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than Agreement (except for any rights against the related Transferor with respect to (i) first payment date defaults or early payment date defaults or (ii) any servicing rights retained thereunder, ) and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Lehman XS Trust 2007-6)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A A1 and B A-2 hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000613,809,825.58. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement (other than for any first payment default or early payment date default rights against the related Transferor) and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer AgreementAgreements, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the a form of which is attached hereto as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities Corp 2004-S3)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance of $1,037,120,000701,693,589.15. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off DateMarch 1, 2003, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off DateMarch 1, 2003, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, and the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$701,693,589.15. The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Investment Loan Trust 2003-Bc2)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, (i) all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000776,626,115.00 and (ii) all of its rights and interest (other than the servicing rights) in the Servicing Agreement. Such conveyance in clause (i) of the preceding sentence includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter terms letter dated as of the date hereofhereof (the “Terms Letter”), the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each the Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (BNC Mortgage Loan Trust 2007-3)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance of approximately $1,037,120,000984,129,671.23. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each (A) the Transfer Agreement (except for any rights against the Transferor under the Transfer Agreement with respect to (i) first payment date defaults or early payment date defaults or (ii) reimbursement of any amount in excess of the Purchase Price for a breach of a representation or warranty; provided, however, that the Seller hereby assigns to the Depositor all of its rights and interest against FFFC with respect to first payment date defaults or early payment date defaults on the Mortgage Loans set forth in Schedule B hereto (the “First Payment Default Mortgage Loans”), assigned to the Seller under Section 8 of each of the PPTLs and (B) the Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements Agreement (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such the Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each the Transfer Agreement Agreement, the PPTLs and each the Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (First Franklin Mortgage Loan Trust 2006-Ff10)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, (i) all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000977,074,930.84 and (ii) all of its rights and interest (other than the servicing rights) in the Servicing Agreements. Such conveyance in clause (i) of the preceding sentence includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter terms letter dated as of the date hereofhereof (the “Terms Letter”), the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each the Servicing AgreementAgreements, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (BNC Mortgage Loan Trust 2007-1)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans (exclusive of any Retained Interest on such Mortgage Loan, if any) identified on Schedules A Schedule A-1 and B Schedule A-2 hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000173,840,421.94. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateMay 1, 2004 other than (i) any amounts representing Retained Interest, if any, and (ii) payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s 's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s 's rights under any Insurance Policies relating to the Mortgage Loans, and the Seller’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoing. . (a) Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any right to receive Retained Interest, if any, and any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an "Assignment Agreement") and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$173,840,421.94. The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities Corp)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000575,302,559. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateMarch 1, 2006, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s 's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s 's rights under any Insurance Policies relating related to the Mortgage Loans, and the Seller’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement and each Servicing Agreementthe Bring Down Letter, other than any servicing rights retained thereunder, and delegates pursuant to the Depositor all provisions of its obligations thereunderthe Transfer Agreement and the Bring Down Letter, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$[INTENTIONALLY OMITTED]. The Depositor hereby accepts such assignment and delegationassignment, and shall be entitled to exercise all the such rights of the Seller under each the Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunderthe Bring Down Letter, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Merrill Lynch Mortgage Investors Inc)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance of $1,037,120,000591,085,736. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement (including the right to enforce Section 7 of each PPTL with respect to the Mortgage Loans listed on Schedule B hereto (the “First Payment Default Mortgage Loans”)) and each the Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each the Transfer Agreement Agreement, the PPTLs and each the Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities Corporation, 2005 OPT-1)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller Sponsor does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller Sponsor in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate stated principal balance as of the Cut-off Date of approximately $1,037,120,000226,864,854. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateApril 1, 2006, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s Sponsor's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s Sponsor's rights under any Insurance Policies relating related to the Mortgage Loans, and the Seller’s Sponsor's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller Sponsor hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement the Warranties and each Servicing Service Agreement, other than any servicing rights retained thereunder, and delegates pursuant to the Depositor all provisions of its obligations thereunderthe Warranties and Servicing Agreement, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$[intentionally omitted]. The Depositor hereby accepts such assignment and delegationassignment, and shall be entitled to exercise all the such rights of the Seller Sponsor under each Transfer Agreement the Warranties and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-F1)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A A1 and B A-2 hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000579,972,982.06. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement (other than for any first payment default or early payment date default rights against the related Transferor) and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer AgreementAgreements, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the a form of which is attached hereto as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities Corp)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller Bank does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller Bank in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000Loans. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateAugust 1, 2002, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off DateAugust 1, 2002, together with all of the SellerBank’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the SellerBank’s rights under any Insurance Policies relating to the Mortgage Loans, and the SellerBank’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller Bank hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$854,420,421.30. The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller Bank under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Amoritizing Residential Col Tr Mor Pas Thru Cer Ser 2002-Bc6)

Sale of Mortgage Loans. Concurrently with (a) The Seller, by the execution and delivery of this Agreement, the Seller does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the DepositorPurchaser, without recourse, subject to Sections 1.03 and 1.04recourse (except as expressly provided herein), all of its right, title and interest, whether now owned or existing or hereafter created, arising, or acquired, in, to and under the Initial Transferred Property; provided, however, that the Purchaser does not assume the obligation under any Loan Agreement to fund Draws by the Mortgagor thereunder or any other obligation arising under or related to the Related Documents, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. (b) The Initial Mortgage Loans, including the Cut-Off Date Principal Balances of such Initial Mortgage Loans, and all other related Initial Transferred Property, shall be sold by the Seller and purchased by the Purchaser on the Closing Date. The Subsequent Mortgage Loans, including the Cut-Off Date Principal Balances of such Subsequent Mortgage Loans, and all other related Subsequent Transferred Property, shall be sold by the Seller and purchased by the Purchaser on the related Subsequent Transfer Date. Additional Balances and the related Transferred Property arising after the Cut-Off Date or related Subsequent Cut-Off Date, as applicable, through and including the date immediately preceding the commencement of the Rapid Amortization Period shall be sold by the Seller and purchased by the Purchaser on the later of the Closing Date (or with respect to Subsequent Mortgage Loans, the applicable Subsequent Transfer Date) and the date of creation of such Additional Balance. (c) In connection with the conveyance by the Seller of the Initial Mortgage Loans and any Subsequent Mortgage Loans, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Cut-Off Date Principal Balances of the Initial Mortgage Loans and on or prior to the related Subsequent Cut-Off Date in the case of any Subsequent Mortgage Loans, to indicate in its books and records that the Initial Mortgage Loans have been sold to the Purchaser pursuant to this Agreement, and, in the case of the Subsequent Mortgage Loans, pursuant to the related Subsequent Transfer Agreement and to deliver to the Purchaser true and complete lists of all of the Mortgage Loans specifying for each Mortgage Loan the information contained in the Mortgage Loan Schedule. The Mortgage Loan Schedule shall be marked as Exhibit 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. (d) In connection with the conveyance by the Seller of the Initial Mortgage Loans and any Subsequent Mortgage Loans, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Servicer, at least five (5) Business Days before the Closing Date in the case of an Initial Mortgage Loan, and, three (3) Business Days prior to the related Subsequent Transfer Date in the case of a Subsequent Mortgage Loan, with respect to (i) below, or within 90 days of the Closing Date in the case of an Initial Mortgage Loan, and, 90 days of the related Subsequent Transfer Date, with respect to (ii) through (v) below, the following documents or instruments with respect to each Mortgage Loan: (i) the original Loan Agreement endorsed or assigned without recourse in blank (which endorsement shall contain either an original signature or a facsimile signature of an authorized officer of the Seller and which assignment may be included in one or more blanket assignments if permitted by applicable law) or, with respect to any Mortgage Loan as to which the original Loan Agreement has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit; (ii) the original Mortgage with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage certified by the Seller that such Mortgage has been sent for recording, or a county certified copy of such Mortgage in the event the recording office keeps the original or if the original is lost; (iii) Assignments of Mortgage (which may be included in one or more blanket assignments if permitted by applicable law) in recordable form from the Seller to "Xxxxx Fargo Bank Minnesota, N.A., as Indenture Trustee under that certain Indenture dated as of March 26, 2003, for Wachovia Asset Securitization, Inc. 2003-HE1 Trust"; (iv) originals of any intervening assignments of the Mortgage from the originator to the Seller, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment certified by the Seller that such original intervening assignment has been sent for recording; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to such Mortgage Loan; Within 90 days following delivery of the Mortgage Files to the Servicer pursuant to the preceding paragraph, the Servicer shall review the Mortgage Files and deliver to the Indenture Trustee and the Enhancer an initial certification in the form attached hereto as Exhibit 4 evidencing the status of the completeness of the Mortgage Files. If, in the course of such review, a material defect in any Mortgage File is discovered which may materially and adversely affect the value of the related Mortgage Loan, or the interests of the Indenture Trustee (as pledgee of the Mortgage Loans), the Noteholders, the Enhancer or the Certificateholders, including the Seller's failure to deliver any document required to be delivered to the Servicer on behalf of the Indenture Trustee (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iv) above if the Seller has submitted such assignment for recording and satisfied the terms of clause (iv) above), the Seller shall cure such defect, repurchase the related Mortgage Loan at the Repurchase Price or substitute an Eligible Substitute Loan therefor upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Mortgage Loans. Upon receipt of all documents required to be included in the Mortgage Files and no later than within one year of the Closing Date, the Servicer shall deliver to the Indenture Trustee and the Enhancer a final certification in the form attached hereto as Exhibit 5 evidencing the completeness of the Mortgage Files. The Seller on behalf of the Purchaser will deliver the original Loan Agreements to the Servicer, endorsed or assigned in blank, to effect the transfer to the Purchaser of the Loan Agreements and all related Mortgages and other loan documents. Concurrently herewith, the Purchaser has contracted to sell the Mortgage Loans to the Issuer, and the Issuer, in turn, has Granted its right, title and interest of the Seller in and to the Mortgage Loans identified and other Transferred Property constituting the Trust Estate to the Indenture Trustee to secure payments on Schedules A the Notes. To avoid the unnecessary expense and B hereto, having an approximate aggregate principal balance administrative inconvenience associated with the execution and recording of $1,037,120,000. Such conveyance includes, without limitationmultiple assignment documents, the right Seller may execute one or more assignments of mortgages naming the Indenture Trustee as assignee. Notwithstanding the fact that such assignments of mortgages name the Indenture Trustee as assignee, the parties hereto acknowledge and agree that the Mortgage Loans shall for all purposes be deemed to have been transferred from the Seller to the Purchaser, from the Purchaser to the Issuer, and from the Issuer to the Indenture Trustee. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clauses (ii) or (iv) above, delivered by the Seller to the Servicer, as provided above, the Seller will deliver or cause to be delivered the originals or certified copies of such documents to the Servicer promptly upon receipt thereof. Upon sale of the Initial Mortgage Loans, the ownership of each related Loan Agreement (subject to the proviso in Section 2.1(a)), each related Mortgage and the contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all distributions of principal records and interest received on or documents with respect to the Mortgage Loans on and after that are prepared by or that come into the Cut-off Datepossession of the Seller, other than payments as the seller of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on hereunder, or after by the Cut-off DateServicer under the Servicing Agreement shall immediately vest in the Purchaser, together with all and shall be retained and maintained in trust by the Servicer at the will of the Purchaser, in such custodial capacity only; provided, however, that if Wachovia is no longer the Servicer under the Servicing Agreement, any records and documents that come into the possession of the Seller shall be promptly delivered to the Servicer. The Seller’s 's records will accurately reflect the sale of the Mortgage Loans by it to the Purchaser. The Purchaser hereby acknowledges its acceptance of all right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged property conveyed to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of it pursuant to this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreementSection 2.1.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Asset Securitization Inc 2002 He2 Trust)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller Sponsor does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller Sponsor in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000781,557,165. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateJanuary 1, 2006, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s Sponsor's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s Sponsor's rights under any Insurance Policies relating related to the Mortgage Loans, and the Seller’s Sponsor's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties. Notwithstanding anything to the contrary in this Agreement, the Sponsor hereby assigns to the Servicer the right to collect from any Transferor the Excess Repurchase Price. The "Excess Repurchase Price" with respect to any Mortgage Loan shall be an amount equal to the excess of (a) the applicable Repurchase Price owed by a Transferor under the applicable Transfer Agreement in the event of a breach of a representation, warranty or covenant (including those regarding early payment defaults and any proceeds premium recapture for early payments) over (b) the applicable Purchase Price owed to the Trust, if any, as defined in the Pooling Agreement. Notwithstanding anything to the contrary in this Agreement, the Servicer shall be a third-party beneficiary of this Agreement to the same extent as if it were a party hereto with respect to the limited assignment of rights described in this Section 1.01 and shall have full power and authority as an assignee of the foregoingSponsor under the applicable Transfer Agreements to enforce such rights against the applicable Transferor. Concurrently with the execution and delivery of this Agreement, the Seller Sponsor hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement Agreements and each Servicing Agreementthe Bring Down Letters, other than any servicing rights retained thereunder, and delegates pursuant to the Depositor all provisions of its obligations thereunderthe Transfer Agreements and the Bring Down Letters, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$[INTENTIONALLY OMITTED]. The Depositor hereby accepts such assignment and delegationassignment, and shall be entitled to exercise all the such rights of the Seller Sponsor under each the Transfer Agreement Agreements and each Servicing Agreement, other than any servicing rights thereunderthe Bring Down Letters, as if the Depositor had been a party to each such agreementagreements.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-He1)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,0001,123,792,797.08 as of the Cut-off Date. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of scheduled principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than Agreement (except for any rights against the related Transferor with respect to (i) first payment date defaults or early payment date defaults or (ii) any servicing rights retained thereunder, ) and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (LXS 2007-8h)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A A-1 and B A-2 hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000556,661,660.54. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement (other than for any first payment default or early payment date default rights against the related Transferor) and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer AgreementAgreements, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the a form of which is attached hereto as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities Corp. 2005 S-3)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance of approximately $1,037,120,0001,049,649,741.85. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each (A) the Transfer Agreement (except for any rights against the Transferor under the Transfer Agreement with respect to (i) first payment date defaults or early payment date defaults or (ii) reimbursement of any amount in excess of the Purchase Price for a breach of a representation or warranty; provided, however, that the Seller hereby assigns to the Depositor all of its rights and each interest against FFFC with respect to first payment date defaults or early payment date defaults on the Mortgage Loans set forth in Schedule B hereto (the “First Payment Default Mortgage Loans”), assigned to the Seller under Section 8 of the PPTL and (B) the Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements Agreement (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such the Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each the Transfer Agreement Agreement, the PPTL and each the Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (First Franklin Mortgage Loan Trust 2006-Ff12)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.041.04 of this Agreement, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and Schedule B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000506,995,402.55. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each the Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the a form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each the Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Lehman Mortgage Trust 2006-1)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.041.04 of this Agreement, all the right, title and interest of the Seller in and to the Mortgage Loans (exclusive of any Retained Interest on such Mortgage Loans) identified on Schedules A Schedule A-1 and B Schedule A-2 hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000406,869,105.83. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on or after August 1, 2004 other than, (i) any amounts representing Retained Interest and after the Cut-off Date, other than (ii) payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement (except for any rights against the related Transferor with respect to (i) first payment date defaults or early payment date defaults or (ii) reimbursement of any amount in excess of the Purchase Price for a breach of a representation or warranty) and each Servicing Agreement, other than (i) any right to receive Retained Interest and (ii) any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B A hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities Corp Mortgage Pass-Through Certificates, Series 2004-15)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000882,028,636. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateMarch 1, 2005, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s 's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s 's rights under any Insurance Policies relating related to the Mortgage Loans, and the Seller’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement and each Servicing Agreementthe Bring Down Letter, other than any servicing rights retained thereunder, and delegates pursuant to the Depositor all provisions of its obligations thereunderthe Transfer Agreement and the Bring Down Letter, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$[ ]. The Depositor hereby accepts such assignment and delegationassignment, and shall be entitled to exercise all the such rights of the Seller under each the Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunderthe Bring Down Letter, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Merrill Lynch Mortgage Investors Ownit Series 2005-2)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance of $1,037,120,000335,067,031.67. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement (except for any rights against the Transferor with respect to (i) first payment date defaults or early payment date defaults or (ii) reimbursement of any amount in excess of the Purchase Price for a breach of a representation or warranty) and each the Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements Agreement (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each the Transfer Agreement and each the Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (SASCO Mortgage Pass-Through Certifidates, Series 2005-Wmc1)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000Loans. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off DateMay 1, 2002, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off DateMay 1, 2002, together with all of the Seller’s 's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s 's rights under any Insurance Policies relating to the Mortgage Loans, and the Seller’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$156,827,642.92. The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Sec Corp Pass THR Cert Ser 2002 Bc3)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.041.04 of this Agreement, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and Schedule B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,0001,195,695,416. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the a form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Lehman Mortgage Trust 2005-2)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000903,639,407 as of the Cut-off Date. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of scheduled principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each the Servicing Agreement, other than Agreement (except for any rights against the related Transferor with respect to (i) first payment date defaults or early payment date defaults or (ii) any servicing rights retained thereunder, ) and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Agreement, the Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Lehman XS Trust 2007-5h)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,00093,302,957.81. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateNovember 1, 2005, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s 's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s 's rights under any Insurance Policies relating related to the Mortgage Loans, and the Seller’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement and each Servicing Agreementthe Bring Down Letter, other than any servicing rights retained thereunder, and delegates pursuant to the Depositor all provisions of its obligations thereunderthe Transfer Agreement and the Bring Down Letter, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$[INTENTIONALLY OMITTED]. The Depositor hereby accepts such assignment and delegationassignment, and shall be entitled to exercise all the such rights of the Seller under each the Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunderthe Bring Down Letter, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Mortgage Loan Asset-Backed Certificates, Series 2005-NCB)

Sale of Mortgage Loans. Concurrently with (a) The Seller, by the execution and delivery of this Agreement, the Seller does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the DepositorPurchaser, without recourse, subject to Sections 1.03 and 1.04recourse (except as expressly provided herein), all of its right, title and interest, whether now owned or existing or hereafter created, arising, or acquired, in, to and under the Initial Transferred Property; provided, however, that the Purchaser does not assume the obligation under any Loan Agreement to fund Draws by the Mortgagor thereunder or any other obligation arising under or related to the Related Documents, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. (b) The Initial Mortgage Loans, including the Cut-Off Date Principal Balances of such Initial Mortgage Loans, and all other related Initial Transferred Property, shall be sold by the Seller and purchased by the Purchaser on the Closing Date. The Subsequent Mortgage Loans, including the Cut-Off Date Principal Balances of such Subsequent Mortgage Loans, and all other related Subsequent Transferred Property, shall be sold by the Seller and purchased by the Purchaser on the related Subsequent Transfer Date. Additional Balances and the related Transferred Property arising after the Cut-Off Date or related Subsequent Cut-Off Date, as applicable, through and including the date immediately preceding the commencement of the Rapid Amortization Period shall be sold by the Seller and purchased by the Purchaser on the later of the Closing Date (or with respect to Subsequent Mortgage Loans, the applicable Subsequent Transfer Date) and the date of creation of such Additional Balance. (c) In connection with the conveyance by the Seller of the Initial Mortgage Loans and any Subsequent Mortgage Loans, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Cut-Off Date Principal Balances of the Initial Mortgage Loans and on or prior to the related Subsequent Cut-Off Date in the case of any Subsequent Mortgage Loans, to indicate in its books and records that the Initial Mortgage Loans have been sold to the Purchaser pursuant to this Agreement, and, in the case of the Subsequent Mortgage Loans, pursuant to the related Subsequent Transfer Agreement and to deliver to the Purchaser true and complete lists of all of the Mortgage Loans specifying for each Mortgage Loan the information contained in the Mortgage Loan Schedule. The Mortgage Loan Schedule shall be marked as Exhibit 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. (d) In connection with the conveyance by the Seller of the Initial Mortgage Loans and any Subsequent Mortgage Loans, the Seller shall on behalf of the Purchaser deliver to and deposit with the Servicer prior to the Closing Date, in the case of an Initial Mortgage Loan, and prior to the related Subsequent Transfer Date, in the case of a Subsequent Mortgage Loan, with respect to (i) below, or within 90 days of the Closing Date in the case of an Initial Mortgage Loan, and, 90 days of the related Subsequent Transfer Date, in the case of a Subsequent Mortgage Loan, with respect to (ii) through (v) below, the following documents or instruments with respect to each Mortgage Loan: (i) the original Loan Agreement endorsed or assigned without recourse in blank (which endorsement shall contain either an original signature or a facsimile signature of an authorized officer of the Seller and which assignment may be included in one or more blanket assignments if permitted by applicable law) or, with respect to any Mortgage Loan as to which the original Loan Agreement has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit; provided that any such endorsement or assignment may be completed after the Closing Date or Subsequent Transfer Date, as applicable, so long as such endorsement or assignment is completed prior to the earlier of (A) 90 days after the Closing Date or Subsequent Transfer Date, as applicable, and (B) the date on which the Servicer is required to prepare the Assignments of Mortgage pursuant to Section 3.17 of the Servicing Agreement; (ii) the original Mortgage with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage certified by the Seller that such Mortgage has been sent for recording, or a county certified copy of such Mortgage in the event the recording office keeps the original or if the original is lost; (iii) originals of any intervening assignments of the Mortgage from the originator to the Seller, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment certified by the Seller that such original intervening assignment has been sent for recording; and (iv) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to such Mortgage Loan; Within 90 days following delivery of the Mortgage Files to the Servicer pursuant to the preceding paragraph, the Servicer shall review the Mortgage Files and deliver to the Indenture Trustee and the Enhancer an initial certification in the form attached hereto as Exhibit 4 evidencing the status of the completeness of the Mortgage Files. If, in the course of such review, a material defect in any Mortgage File is discovered which may materially and adversely affect the value of the related Mortgage Loan, or the interests of the Indenture Trustee (as pledgee of the Mortgage Loans), the Noteholders, the Enhancer or the Certificateholders, including the Seller’s failure to deliver any document required to be delivered to the Servicer on behalf of the Indenture Trustee, the Seller shall cure such defect, repurchase the related Mortgage Loan at the Repurchase Price or substitute an Eligible Substitute Loan therefor upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Mortgage Loans. Upon receipt of all documents required to be included in the Mortgage Files and no later than within one year of the Closing Date, the Servicer shall deliver to the Indenture Trustee and the Enhancer a final certification in the form attached hereto as Exhibit 5 evidencing the completeness of the Mortgage Files. The Seller on behalf of the Purchaser will deliver the original Loan Agreements to the Servicer, endorsed or assigned in blank, to effect the transfer to the Purchaser of the Loan Agreements and all related Mortgages and Related Documents. Concurrently herewith, the Purchaser has contracted to sell the Mortgage Loans to the Issuer, and the Issuer, in turn, has Granted its right, title and interest of the Seller in and to the Mortgage Loans identified and other Transferred Property constituting the Trust Estate to the Indenture Trustee to secure payments on Schedules A the Notes. To avoid the unnecessary expense and B hereto, having an approximate aggregate principal balance administrative inconvenience associated with the execution and recording of $1,037,120,000. Such conveyance includes, without limitationmultiple assignment documents, the right Seller may execute one or more assignments of mortgages naming the Indenture Trustee as assignee. Notwithstanding the fact that assignments of mortgages naming the Indenture Trustee as assignee have not been prepared and delivered, the parties hereto acknowledge and agree that the Mortgage Loans shall for all purposes be deemed to have been transferred from the Seller to the Purchaser, from the Purchaser to the Issuer, and from the Issuer to the Indenture Trustee. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (iii) above, delivered by the Seller to the Servicer, as provided above, the Seller will deliver or cause to be delivered the originals or certified copies of such documents to the Servicer promptly upon receipt thereof. If an Assignment of Mortgage is required to be prepared under Section 3.17 of the Servicing Agreement, the Seller will promptly execute such Assignment of Mortgage upon request of the Servicer. Upon sale of the Initial Mortgage Loans, the ownership of each related Loan Agreement (subject to the proviso in Section 2.1(a)), each related Mortgage and the contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all distributions of principal records and interest received on or documents with respect to the Mortgage Loans on and after that are prepared by or that come into the Cut-off Datepossession of the Seller, other than payments as the seller of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on hereunder, or after by the Cut-off DateServicer under the Servicing Agreement shall immediately vest in the Purchaser, together with all and shall be retained and maintained in trust by the Servicer at the will of the Purchaser, in such custodial capacity only; provided, however, that if Wachovia is no longer the Servicer under the Servicing Agreement, any records and documents that come into the possession of the Seller shall be promptly delivered to the Servicer. The Seller’s records will accurately reflect the sale of the Mortgage Loans by it to the Purchaser. The Purchaser hereby acknowledges its acceptance of all right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged property conveyed to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of it pursuant to this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreementSection 2.1.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wachovia Mortgage Loan Trust, LLC)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, (i) all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,0001,115,623,388.83 and (ii) all of its rights and interest (other than the servicing rights) in the Servicing Agreement. Such conveyance in clause (i) of the preceding sentence includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter terms letter dated as of the date hereofhereof (the “Terms Letter”), the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each the Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (BNC Mortgage Loan Trust 2007-2)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.041.04 of this Agreement, all the right, title and interest of the Seller in and to (1) the Mortgage Loans identified on Schedules A and Schedule B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000664,495,765.18 and (2) any and all Prepayment Charges in respect of the Designated Mortgage Loans. Such conveyance includesconveyances include, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, Date (other than payments of principal and interest due on or before such date), and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans (and in respect of the Designated Mortgage Loans) on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement (except for any rights against the related Transferor with respect to first payment date defaults or early payment date defaults) and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the each Transfer Agreements Agreement (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such each Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the a form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each the related Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Lehman Mortgage Trust 2007-4)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000257,528,610.20. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities Corp Mortgage Pass-Through Certificates, Series 2004-17xs)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A A-1 and B A-2 hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000439,856,690.61. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or and after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each the Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements Servicing Agreement (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Servicing Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the a form of which is attached hereto as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each the Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Sasco 2006-S3)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000877,788,666. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than Agreement (except for any rights against the related Transferor with respect to (i) first payment date defaults or early payment date defaults or (ii) any servicing rights retained thereunder, ) and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Lehman XS Trust 2006-19)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller Bank does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller Bank in and to the Mortgage Loans (exclusive of any Retained Interest on such Mortgage Loans, if any) identified on Schedules Schedule A and Schedule B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000601,641,964.22. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on or after November 1, 2002 other than, (i) any amounts representing Retained Interest, if any, and after the Cut-off Date, other than (ii) payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the SellerBank’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the SellerBank’s rights under any Insurance Policies relating related to the Mortgage Loans, and the SellerBank’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoingAdditional Collateral. Concurrently with the execution and delivery of this Agreement, the Seller Bank hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement Agreements and each the Servicing AgreementAgreements, other than (i) any right to receive Retained Interest, if any, and (ii) any servicing rights retained thereunder, and delegates pursuant to the Depositor all provisions of its obligations thereundersuch Transfer Agreements or Servicing Agreements, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$601,641,964.22. The Depositor hereby accepts such assignment and delegationassignment, and shall be entitled to exercise all the such rights of the Seller Bank under each the Transfer Agreement Agreements and each the Servicing Agreement, other than any servicing rights thereunderAgreements, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2002-24)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A A-1 and B A-2 hereto, having an approximate aggregate principal balance of $1,037,120,0001,971,495,285.74. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement (except for any rights against the related Transferor with respect to (i) first payment date defaults or early payment date defaults or (ii) reimbursement of any amount in excess of the Purchase Price for a breach of a representation or warranty) and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Investment Loan Trust 2005-1)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, (i) all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000515,548,021.44 and (ii) all of its rights and interest (other than the servicing rights) in the Servicing Agreement. Such conveyance in clause (i) of the preceding sentence includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer the Servicing Agreement and each Servicing the Transfer Agreement, other than except for any servicing rights retained thereunder, and delegates against the Transferor with respect to reimbursement of any amount in excess of the Depositor all Purchase Price for a breach of its obligations thereunder, to the extent relating to the Mortgage Loansa representation or warranty. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements Agreement (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such the Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter terms letter dated as of the date hereofhereof (the “Terms Letter”), the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each the Servicing AgreementAgreements, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (BNC CORP Mortgage Loan Trust 2007-Bnc4)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000499,857,952.24. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities Corp Mortgage Pass-Through Certificates, Series 2005-2xs)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance as of the Cut-off Date of approximately $1,037,120,000511,034,204.29. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateOctober 1, 2004, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s 's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s 's rights under any Insurance Policies relating related to the Mortgage Loans, and the Seller’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement Agreements and each Servicing Agreementthe Bring Down Letters, other than any servicing rights retained thereunder, and delegates pursuant to the Depositor all provisions of its obligations thereunderthe Transfer Agreements and the Bring Down Letters, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$511,034,204.29. The Depositor hereby accepts such assignment and delegationassignment, and shall be entitled to exercise all the such rights of the Seller under each the Transfer Agreement Agreements and each Servicing Agreement, other than any servicing rights thereunderthe Bring Down Letters, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Merrill Lynch Mortgage Investors Inc)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000249,074,707. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$249,074,707. The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities Corp Mortgage Pass-Through Certificates, Series 2004-16xs)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000Loans. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off DateAugust 1, 2002, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off DateAugust 1, 2002, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, and the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$418,003,016.07. The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Amoritizing Residential Col Tr Mor Pas Thru Cer Ser 2002-Bc6)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A Schedule A-1 and B Schedule A-2 hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,0001,211,151,983.62. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of scheduled principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Servicing Agreement and each Servicing AgreementTransfer Agreement (except for any rights against the related Transferor with respect to reimbursement of any amount in excess of the Purchase Price for a breach of a representation or warranty; provided, other than any servicing rights retained thereunderhowever, and delegates that the Seller hereby assigns to the Depositor all of its obligations thereunderrights and interest in each PPTL against OOMC with respect to first payment date defaults on the Mortgage Loans, to the extent relating including but not limited to the Mortgage Loans set forth in Schedule B hereto (the “Option One First Payment Default Mortgage Loans”), assigned to the Seller under Section 8 of the Purchase Price and Terms Letter between the Bank and OOMC. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under any such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement Agreement, each PPTL and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities CORP 2007-Bc1)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.041.04 (exclusive of servicing rights), all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,0009,700,797.12. Such conveyance includes, without limitation, the right to all distributions payments of principal and interest received or receivable, including any prepayment premiums or penalties, on or with respect to the Mortgage Loans on and or after the Cut-off DateJanuary 1, 2005 (other than payments of principal and interest due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s 's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s 's rights under any Insurance Policies relating to the Mortgage Loans, and the Seller’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged PropertiesProperties (collectively, and any proceeds of the foregoing"Mortgage Assets"). 126032 Bayview 2005-1 Mortgage Loan Sale Agreement Concurrently with the execution hereof and delivery in consideration of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller Loans and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereofrights conveyed hereby, the Depositor tenders to the purchase price set forth Seller in that certain Terms Letter dated as cash the amount of $7,275,598.12 (the date hereof"Cash Consideration"). To the extent the Cash Consideration does not constitute fair market value for the Mortgage Assets conveyed to the Depositor hereby, the form difference between the Cash Consideration and fair market value of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and Mortgage Assets shall be entitled to exercise all the rights deemed a contribution of capital from the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if to the Depositor had been a party to each such agreementDepositor.

Appears in 1 contract

Samples: Mortgage Loan Sale Agreement (United Mortgage Trust)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000273,392,271.14. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$273,392,271.14. The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities Corp Mo Pa Th Ce Ser 2003-25xs)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller Sponsor does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller Sponsor in and to the Mortgage Loans identified on Schedules A and Schedule B hereto, having an approximate aggregate stated principal balance as of the Cut-off Date of approximately $1,037,120,000462,223,039. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateJanuary 1, 2007, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s Sponsor's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s Sponsor's rights under any Insurance Policies relating related to the Mortgage Loans, and the Seller’s Sponsor's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller Sponsor hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates pursuant to the Depositor all provisions of its obligations thereundereach Transfer Agreement, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$462,223,039. The Depositor hereby accepts such assignment and delegationassignment, and shall be entitled to exercise all the such rights of the Seller Sponsor under each the Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Merrill Lynch Mortgage Investors Trust Series MLCC 2007-1)

Sale of Mortgage Loans. Concurrently with (a) [_______], by the execution and delivery of this Agreement, the Seller does hereby transfersell, assign, set over, deposit with and otherwise convey to the DepositorPurchaser, without recourse, subject to Sections 1.03 and 1.04, all the of its right, title and interest of in, to and under the Seller in following, and to wherever located: (i) the Mortgage Loans identified on Schedules A (including the Cut-Off Date Principal Balances of the Mortgage Loans), all interest accruing thereon, all monies due or to become due thereon, and B hereto, having an approximate aggregate principal balance of $1,037,120,000. Such conveyance includes, without limitation, the right to all distributions of principal and interest collections in respect thereof received on or after the Cut-Off Date (other than interest thereon in respect of any period prior to the Cut-Off Date); (ii) the [_______]’s interest in any insurance policies in respect of the Mortgage Loans; and (iii) all proceeds of the foregoing. (b) In connection with the conveyance by [_______] of the Mortgage Loans, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Principal Balances of the Mortgage Loans, to indicate in its books and records that the respective Mortgage Loans have been sold to the Purchaser pursuant to this Agreement. The Servicer agrees to deliver to the Purchaser true and complete lists of all of the Mortgage Loans sold by the Seller specifying for each Mortgage Loan (i) its account number and (ii) its Cut-Off Date Principal Balance. The Mortgage Loan Schedule indicating such information with respect to the Mortgage Loans shall be marked as Exhibit 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. (c) In connection with the conveyance by [_______] of the Mortgage Loans, [___] shall, (A) with respect to each Mortgage Loan, on behalf of the Purchaser deliver to, and after deposit with the Cut-off Custodian, at least five (5) Business Days before the Closing Date, other than payments the original Mortgage Note endorsed or assigned without recourse in blank (which endorsement shall contain either an original signature or a facsimile signature of principal an authorized officer of [___]), or, with respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost or destroyed and interest due on or before such datehas not been replaced, a Lost Note Affidavit, and all such payments due after such date but received prior any modification agreement or amendment to such date Mortgage Note and intended (B) except as provided in clause (A) with respect to the Mortgage Notes, deliver the Mortgage Files to the Servicer. Within the time period for the review of each Mortgage Note set forth in Section 2.2 of the Custodial Agreement, if a material defect in any Mortgage Note is discovered which may materially and adversely affect the value of the related Mortgage Loan, or the interests of the Indenture Trustee (as pledgee of the Mortgage Loans), the Noteholders, the Certificateholders in such Mortgage Loan, including [___]’s failure to deliver the Mortgage Note to the Custodian on behalf of the Indenture Trustee, [___] shall cure such defect, repurchase the related Mortgage Loan at the Repurchase Price or substitute an Eligible Substitute Loan therefor upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Mortgage Loans[, provided that the Seller shall have the option to substitute an Eligible Substitute Loan or Loans for such Mortgage Loan only if such substitution occurs within two years following the Closing Date]. If a material defect in any of the documents in the Mortgage File held by the Servicer is discovered which may materially and adversely affect the value of the related Mortgagors Mortgage Loan, or the interests of the Indenture Trustee (as pledgee of the Mortgage Loans), the Noteholders, the Certificateholders in such Mortgage Loan, including [___]’s failure to deliver such documents to the Servicer on behalf of the Indenture Trustee, [___] shall cure such defect, repurchase the related Mortgage Loan at the Repurchase Price or substitute an Eligible Substitute Loan therefor upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Mortgage Loans[, provided that the Seller shall have the option to substitute an Eligible Substitute Loan or Loans for such Mortgage Loan only if such substitution occurs within two years following the Closing Date].. Upon sale of the Mortgage Loans, the ownership of each Mortgage Note, each related Mortgage and the contents of the related Mortgage File shall be applied after such date, vested in the Purchaser and the ownership of all Prepayment Charges received on or records and documents with respect to the Mortgage Loans on that are prepared by or after that come into the Cut-off Datepossession of the Seller or by the Servicer under the Servicing Agreement shall immediately vest in the Purchaser, together with and shall be promptly delivered to the Servicer and retained and maintained in trust by the Servicer (except for the Mortgage Notes, which shall be retained by the Custodian) at the will of the Purchaser, in such custodial capacity only. The Seller’s records will accurately reflect the sale of each Mortgage Loan sold by it to the Purchaser. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of each of the Seller’ right, title and interest in and to their respective Mortgage Loans and other property as and to the extent described above. In the event the transactions set forth herein are deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in in, to and under all accounts, chattel papers, general intangibles, contract rights, payment intangibles, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the Mortgage Loans and such other property, to secure all of the Seller’s obligations hereunder, and this Agreement shall and hereby does constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including the filing of any continuation statements with respect to the UCC-1 financing statements filed with respect to the Mortgage Loans by the Purchaser on the Closing Date, and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser’s and its assignees’ interests in each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property Mortgage Loan and the proceeds thereof. The Servicer shall file any such continuation statements on a timely basis. (e) In connection with the assignment of any Mortgage Loan registered on the MERS® System, [___] further agrees that it will cause, at [___]’s own expense, as soon as practicable after the Closing Date, the Seller’s rights under any Insurance Policies relating MERS® System to indicate that such Mortgage Loan has been assigned by [___] to the Mortgage Loans, Indenture Trustee in accordance with this Agreement or the Seller’s security interest in any collateral pledged to secure Trust Agreement for the Mortgage Loans, including the Mortgaged Properties, and any proceeds benefit of the foregoing. Concurrently Noteholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with the execution and delivery of this Agreement, ) in such computer files (a) the Seller hereby assigns to specific code which identifies the Depositor all Indenture Trustee as the assignee of its rights such Mortgage Loan and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to (b) the Depositor all series specific code in the field “Pool Field” which identifies the series of its obligations thereunder, to the extent relating to Notes issued in connection with the Mortgage Loans. The Seller and [___] agrees that it will not alter the Depositor further agree that codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement incorporates unless and until such Mortgage Loan is repurchased in accordance with the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment this Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Phoenix Residential Securities, LLC)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000806,348,249. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateJune 1, 2006, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s 's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s 's rights under any Insurance Policies relating related to the Mortgage Loans, and the Seller’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement and each Servicing Agreementthe Bring Down Letter, other than any servicing rights retained thereunder, and delegates pursuant to the Depositor all provisions of its obligations thereunderthe Transfer Agreement and the Bring Down Letter, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$[____________]. The Depositor hereby accepts such assignment and delegationassignment, and shall be entitled to exercise all the such rights of the Seller under each the Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunderthe Bring Down Letter, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (OwnIt Mortgage Loan Trust Series 2006-4)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.041.04 of this Agreement, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and Schedule B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000345,000,273.28. Such conveyance includesconveyances include, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, Date (other than payments of principal and interest due on or before such date), and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement (except for any rights against the related Transferor with respect to first payment date defaults or early payment date defaults) and each the Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the each Transfer Agreements Agreement (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such each Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the a form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each the related Transfer Agreement and each the Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Lehman Mortgage Trust 2008-2)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000. 426,853,331.94 Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). $426,853,331.94 The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities Corp Mortgage Pass-Through Certificates 2004-11xs)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.041.04 of this Agreement, all the right, title and interest of the Seller in and to (1) the Mortgage Loans identified on Schedules A and Schedule B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000315,923,631.12 and (2) any and all Prepayment Charges in respect of the Designated Mortgage Loans. Such conveyance includesconveyances include, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, Date (other than payments of principal and interest due on or before such date), and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans (and in respect of the Designated Mortgage Loans) on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement (except for any rights against the related Transferor with respect to first payment date defaults or early payment date defaults) and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the each Transfer Agreements Agreement (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such each Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the a form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each the related Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Lehman Mortgage Trust 2007-2)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000___________. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateApril 1, 2004, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s 's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s 's rights under any Insurance Policies relating related to the Mortgage Loans, and the Seller’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement and each Servicing Agreementthe Bring Down Letter, other than any servicing rights retained thereunder, and delegates pursuant to the Depositor all provisions of its obligations thereunderthe Transfer Agreement and the Bring Down Letter, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$_________. The Depositor hereby accepts such assignment and delegationassignment, and shall be entitled to exercise all the such rights of the Seller under each the Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunderthe Bring Down Letter, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Merrill Lynch Mortgage Investors Inc)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000511,182,295.41 as of the Cut-off Date. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of scheduled principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than Agreement (except for any rights against the related Transferor with respect to (i) first payment date defaults or early payment date defaults or (ii) any servicing rights retained thereunder, ) and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Lehman XS Trust 2007-11)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance of $1,037,120,0001,049,807,167. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement (other than any rights against the related Transferor with respect to (i) any first payment date default or early payment date default or (ii) reimbursement of any amount in excess of the Purchase Price for a breach of a representation or warranty) and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer AgreementAgreements, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached hereto as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities Corp 2005-Ar1)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance of approximately $1,037,120,000722,428,864. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement (except for any rights against the Transferor with respect to (i) first payment date defaults or early payment date defaults or (ii) reimbursement of any amount in excess of the Purchase Price for a breach of a representation or warranty; provided, however, that the Seller hereby assigns to the Depositor all of its rights and interest against Aames with respect to first payment date defaults or early payment date defaults on the Mortgage Loans set forth in Schedule B hereto (the “First Payment Default Mortgage Loans”), assigned to the Seller under Section 6 of each of the PPTLs) and the Servicing AgreementAgreements, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements Agreement (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such the Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each the Transfer Agreement Agreement, the PPTLs and each the Servicing AgreementAgreements, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Sasco 2006-Am1)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance of $1,037,120,000670,999,177. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement (except for any rights against the Transferor with respect to (i) first payment date defaults or early payment date defaults or (ii) reimbursement of any amount in excess of the Purchase Price for a breach of a representation or warranty) and each the Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements Agreement (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each the Transfer Agreement and each the Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities Corp Mortgage Pass-Through Certificates, Series 2005-Wf2)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller Bank does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller Bank in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000Loans. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and or after the Cut-off DateMarch 1, 2003, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges Premiums received on or with respect to the Mortgage Loans on or after the Cut-off DateMarch 1, 2003, together with all of the SellerBank’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the SellerBank’s rights under any Insurance Policies relating to the Mortgage Loans, and the SellerBank’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller Bank hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller Bank and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an the Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). $258,137,405.67 The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller Bank under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities Corp Mor Pas THR Ce Se 2003-12xs)

Sale of Mortgage Loans. Concurrently (a) The Seller, concurrently with the execution and delivery of this Agreement, the Seller does hereby transfersell, assign, set over, deposit with and otherwise convey to the DepositorPurchaser, without recourse, subject to Sections 1.03 and 1.04, all the of its right, title and interest of in, to and under the Seller in following, whether now existing or hereafter acquired and to wherever located: (i) the Mortgage Loans identified on Schedules A and B heretoLoans, having an approximate aggregate principal balance of $1,037,120,000. Such conveyance includes, without limitation, including the right to Asset Balance (including all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, Additional Balances) and all such payments due after such date but collections of interest and principal in respect thereof received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date (except collections in respect of interest for the period from [_____________] to [_____________]); (ii) property which secured a Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Mortgage Loans; (iv) the Seller's rights under the [_________ _________]; and (v) all proceeds of the foregoing[; provided, however, that the Purchaser does not assume the obligation under each Loan Agreement (including, without limitation, such obligation under the Loan Agreement for each Mortgage Loan after the Closing Date) to fund future advances to the Mortgagor thereunder, and the Purchaser shall not be obligated to fund any such future advances]. [Future advances made to a Mortgagor under a Loan Agreement (each an "Additional Balance") shall be part of the related Asset Balance. The Seller shall give the Purchaser monthly notice of such advances on or prior to each Determination Date.] In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the date of this Agreement (a) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (b) to deliver to the Purchaser a computer file or microfiche list containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the Cut-off Date, (i) its account number, (ii) its delinquency status, and (iii) the aggregate amount outstanding under the Mortgage Loan as of the Cut-off Date. Such file, which forms a part of Exhibit __ to the [_________] Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such sale and assignment by the Seller to the Purchaser, the Seller on or prior to the Closing Date shall deliver to the Purchaser the following documents or instruments with respect to each Mortgage Loan so transferred and assigned: (i) The original Mortgage Note endorsed without recourse to [____________________]; (ii) the original recorded Assignment of Mortgage from [____________________] in recordable form[, which, in the case of any Mortgage Loan secured by Mortgaged Property located in the State of New York, shall state that such Assignment of Mortgage is not subject to the requirements of Section 275 of the Real Property Law because it is an assignment within the secondary mortgage market]; (iii) the original recorded Mortgage with an evidence of a recording indicated thereon or, if, in connection with any Mortgage Loan, the Seller cannot deliver the original Mortgage with evidence of recording thereon on or prior to the Closing Date because such original Mortgage has been lost, the Seller shall deliver or cause to be delivered to the Purchaser a true and correct copy of such Mortgage, together with all a certificate by the appropriate county recording office where such Mortgage is recorded; (iv) the title search, and either a full appraisal or a drive-by inspection, obtained by the originator at the time the Mortgagor applied for the Mortgage Loan; (v) with respect to each Mortgage Loan listed on Schedule II, a title policy; (vi) the original of any guaranty executed in connection with the Mortgage Note; (vii) the original of each assumption, modification, consolidation or substitution agreement, if any, relating to the Mortgage Loan; and (viii) any security agreement, chattel mortgage or equivalent instrument executed in connection with the Mortgage. The Seller further hereby confirms to the Purchaser that it has caused the portions of the Electronic Ledger relating to the Mortgage Loans maintained by the Servicer to be clearly and unambiguously marked to indicate that the Mortgage Loans have been sold to the Purchaser. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, now existing and hereafter created, conveyed to it pursuant to this Section 1. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s 's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, Loans and other property described above. In the Seller’s security interest in any collateral pledged event the transaction set forth herein is deemed not to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreementbe a sale, the Seller hereby assigns grants to the Depositor Purchaser a security interest in all of its rights the Seller's right, title and interest in, to and under each Transfer the Mortgage Loans whether now existing or hereafter created, all monies due or to become due on the Mortgage Loans and all proceeds of any thereof; and this Agreement and each Servicing Agreementshall constitute a security agreement under applicable law. In connection with such sale, other than any servicing rights retained thereunderassignment, and delegates to conveyance, the Depositor all Seller has filed, in the appropriate office in the State of its obligations thereunder[______], to a UCC-1 financing statement executed by the extent relating to Seller as seller, naming the Purchaser as purchaser and listing the Mortgage Loans. The Seller Loans and the Depositor further agree other property described above as collateral. In connection with such filing, the Seller agrees that this Agreement incorporates it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the terms Purchaser's interest in the Mortgage Loans and conditions the other property described above. (b) [No assignment from the Seller of any assignment and assumption agreement or other assignment document Mortgage Loan shall be required to be entered into under recorded in any public real property or other records so long as no Assignment Event shall have occurred. Upon the occurrence of an Assignment Event, at the request of the Transfer Agreements Purchaser, the Seller shall as promptly as practicable, (any such document an “Assignment Agreement”a) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreementendorse, or cause to be endorsed, each Mortgage Note without recourse to the order of the Trustee, on behalf of the Certificateholders, and (b) prepare and execute, or cause to be prepared and executed, an assignment to the Depositor hereby assumes the obligations of the assignee under Trustee in recordable form for each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of Mortgage Loan sold by the Seller under each Transfer Agreement hereunder and each Servicing Agreement, other than any servicing rights thereunder, as if deliver such endorsed Mortgage Notes and assignments to the Depositor had been a party to each such agreementPurchaser.]

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (J P Morgan Acceptance Corp I)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules Schedule A and B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000641,487,026. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s 's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s 's rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s 's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement (except for any rights against the Transferors with respect to (i) first payment date defaults or early payment date defaults or (ii) reimbursement of any amount in excess of the Purchase Price for a breach of a representation or warranty; provided, however, that the Seller hereby assigns to the Depositor all of its rights and each interest against the Transferors with respect to first payment date defaults or early payment date defaults on the Mortgage Loans set forth in Schedule B hereto (the "First Payment Default Mortgage Loans"), assigned to the Seller as provided for pursuant to the Term Sheet) and the Servicing AgreementAgreements, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements Agreement (any such document document, an "Assignment Agreement") and that this Agreement constitutes an Assignment Agreement under such the Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the "Purchase Price"). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each the Transfer Agreement and each Agreement, the Servicing AgreementAgreements, other than any servicing rights thereunder, and the Term Sheet, in each case as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Sasco 2007-Eq1)

Sale of Mortgage Loans. Concurrently with 1. The Sellers, by the execution and delivery of this Agreement, the Seller does do hereby transfersell, and in connection therewith hereby assign, set over, deposit with and otherwise convey to the DepositorPurchaser, effective as of the Closing Date, without recourse, recourse but subject to Sections 1.03 and 1.04the terms of this Agreement, all the of its right, title and interest of the Seller in in, to and to under the Mortgage Loans identified on Schedules A Exhibit 1 as of the Closing Date, whether now existing or hereafter acquired and B heretowherever located, having an approximate aggregate principal balance on the Closing Date and as of $1,037,120,000. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date. In addition, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect PHH Mortgage hereby assigns to the Mortgage Loans on or after the Cut-off Date, together with Purchaser all of the Seller’s its right, title and interest in and to the Additional Collateral Servicing Agreement with respect to the Additional Collateral Mortgage Loans, which right, title and interest shall be assigned by the Purchaser to the Trustee, for the benefit of the Certificateholders, pursuant to the Pooling and Servicing Agreement. 2. In connection with such conveyances by each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereofSeller, the Seller’s rights under applicable Seller shall on behalf of the Purchaser deliver to, and deposit with the Trustee (or the Master Servicer, in which case the Master Servicer shall hold such documents in trust for the use and benefit of all present and future Certificateholders until such time as set forth in Section 2.01 of the Pooling and Servicing Agreement), on or before the Closing Date, the following documents or instruments with respect to each Mortgage Loan: (i) with respect to each Mortgage Loan, other than a Cooperative Loan: (a) the original Mortgage Note, endorsed “Pay to the order of Citibank, N.A., as Trustee for the registered holders of the PHHMC Mortgage Pass-Through Certificates, Series 2005-5, without recourse”, or endorsed “Pay to the order of _______ without recourse”, and signed in the name of the last named endorsee by an authorized officer together with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the last endorsee; (b) the original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording thereon which have been recorded, with evidence of recording thereon or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded; (c) Unless the Mortgage Loan is registered on the MERS® System, an original Assignment of the Mortgage (A) executed in the following form “Citibank, N.A., as Trustee for the registered holders of the PHHMC Mortgage Pass-Through Certificates, Series 2005-5”, or (B) in the blank, which assignment appears to be in form and substance acceptable for recording; (d) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS® System and noting the presence of a MIN) as contemplated by the immediately preceding clause (C), if applicable and only to the extent available to the Depositor with evidence of recording thereon; (e) the originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, if any; (f) a copy of any Insurance Policies guarantee (other than Additional Collateral) executed in connection with the Mortgage Note; (g) the original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage; (h) the original power of attorney, if applicable; and (i) if such Mortgage Loan is a Buydown Mortgage Loan (as shown in the Mortgage Loan Schedule), the original Buydown Agreement or a copy thereof; (ii) in addition, with respect to each Mortgage Loan that is an Additional Collateral Mortgage Loan: (a) a copy of the related Mortgage 100 K Pledge Agreement or Parent Power Agreement, as applicable; and (b) a copy of the related UCC-1, to the extent that MLCC was required to deliver such UCC-1 to the Master Servicer, and an original form UCC-3, if applicable, to the extent that MLCC was required to deliver such UCC-3 to the Master Servicer; or (iii) with respect to each Mortgage Loan that is a Cooperative Loan: (a) the original Mortgage Note, endorsed “Pay to the order of Citibank, N.A., as Trustee for the registered holders of the PHHMC Mortgage Pass-Through Certificates, Series 2005-5, without recourse”, or endorsed “Pay to the order of _______ without recourse”, and signed in the name of the last named endorsee by an authorized officer together with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the last endorsee; (b) the original duly executed assignment of Security Agreement to the Trustee; (c) the acknowledgment copy of the original executed Form UCC-1 (or certified copy thereof) with respect to the Security Agreement, and any required continuation statements; (d) the acknowledgment copy of the original executed Form UCC-3 with respect to the Security Agreement, indicating the Trustee as the assignee of the secured party; (e) the stock certificate representing the Cooperative Assets allocated to the cooperative unit, with a stock power in blank attached; (f) the original collateral assignment of the proprietary lease by Mortgagor to the originator; (g) a copy of the recognition agreement; (h) if applicable and to the extent available, the original intervening assignments, including warehousing assignments, if any, showing, to the extent available, an unbroken chain of the related Mortgage Loan to the Trustee, together with a copy of the related Form UCC-3 with evidence of filing thereon; and (i) the originals of each assumption, modification or substitution agreement, if any, relating to the Mortgage LoansLoan; provided, the Seller’s security interest however, that in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds lieu of the foregoing. Concurrently with the execution and delivery of this Agreement, the applicable Seller hereby assigns may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Depositor all Trustee or intervening assignments thereof which have been delivered, are being delivered or will, upon receipt of its rights and interest under each Transfer Agreement and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent recording information relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any included thereon, be delivered to recording offices for recording and have not been returned to applicable Seller within 270 days of the Transfer Agreements Closing Date, applicable Seller may deliver a true copy thereof with an Officer’s Certificate certifying that such Mortgage, assignment to the Trustee or intervening assignment has been delivered to the appropriate recording office for recording; and (y) in lieu of the Mortgage, assignment to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents (as evidenced by a certification from applicable Seller, to such effect) the applicable Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and provided, further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the applicable Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification to such effect and shall pay all amounts paid in respect of such Mortgage Loans to the Trustee on the Closing Date. The applicable Seller shall deliver such original documents (including any such document an “Assignment Agreement”original documents as to which certified copies had previously been delivered) to the Trustee promptly after they are received. The applicable Seller may, in lieu of delivering the original of the documents set forth in Section 2.1(b)(i), (ii) and that this Agreement constitutes an Assignment Agreement under (iii) (other than Section 2.1(b)(i)(A) and Section 2.1(b)(iii)(A)) (or copies thereof as permitted by Section 2.1) to the Trustee, deliver such Transfer Agreementdocuments to the Master Servicer, and the Depositor hereby assumes Master Servicer shall hold such documents in trust for the use and benefit of all present and future Certificateholders until such time as is set forth in the next sentence. Within 60 days following the earlier of (i) the receipt of the original of all of the documents or instruments set forth in Section 2.1(b)(i), (ii) and (iii) (other than Section 2.1(b)(i)(A) and Section 2.1(b)(iii)(A)) (or copies thereof as permitted by such Section) for any Mortgage Loan and (ii) a written request by the Trustee to deliver those documents with respect to any or all of the Mortgage Loans then being held by the Master Servicer, the Master Servicer shall deliver a complete set of such documents to the Trustee. The applicable Seller shall, at its expense, cause the Assignment of the Mortgage to the Trustee to be recorded not later than 270 days after the Closing Date, unless (a) such recordation is not required by the Rating Agencies or an Opinion of Counsel has been provided as set forth below in this Section 2.1 or (b) MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record. The applicable Seller need not cause to be recorded any assignment in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the applicable Seller to the Trustee and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan; provided, however, notwithstanding the delivery of any Opinion of Counsel, each assignment shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the applicable Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement and (v) with respect to any one assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. If any original Mortgage Note referred to in Section 2.1(b)(i)(A) or 2.1(b)(iii)(A) above cannot be located, the obligations of the assignee under each applicable Seller to deliver such Assignment Agreementdocuments shall be deemed to be satisfied upon delivery to the Trustee of a photocopy of such Mortgage Note, if available, with a Lost Note Affidavit. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as If any of the date hereoforiginal Mortgage Notes for which a Lost Note Affidavit was delivered to the Trustee is subsequently located, such original Mortgage Note shall be delivered to the form of which is attached as Exhibit B hereto (the “Purchase Price”)Trustee within three Business Days. The Depositor Purchaser hereby accepts such assignment acknowledges its acceptance of all right, title and delegationinterest to the Mortgage Loans and other property, now existing and shall be entitled hereafter created, conveyed to exercise all the rights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party it pursuant to each such agreementthis Section 2.1.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (PHHMC Mortgage Pass-Through Certificates, Series 2005-5)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller Bank does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller Bank in and to the Mortgage Loans (exclusive of any Retained Interest on such Mortgage Loans, if any) identified on Schedules Schedule A and Schedule B hereto, having an approximate aggregate principal balance as of the Cut-off Date of $1,037,120,000. 438,687,329.08 Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on or after March 1, 2002 other than, (i) any amounts representing Retained Interest, if any, and after the Cut-off Date, other than (ii) payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s Bank's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s Bank's rights under any Insurance Policies relating related to the Mortgage Loans, and the Seller’s Bank's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, Properties and any proceeds of the foregoingAdditional Collateral. Concurrently with the execution and delivery of this Agreement, the Seller Bank hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement Agreements and each the Servicing AgreementAgreements, other than (i) any right to receive Retained Interest, if any, and (ii) any servicing rights retained thereunder, and delegates pursuant to the Depositor all provisions of its obligations thereundersuch Transfer Agreements or Servicing Agreements, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements (any such document an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”)$438,687,329.08. The Depositor hereby accepts such assignment and delegationassignment, and shall be entitled to exercise all the such rights of the Seller Bank under each the Transfer Agreement Agreements and each the Servicing Agreement, other than any servicing rights thereunderAgreements, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Structured Asset Securities Corp Mort Pass THR Cert Ser 2002)

Sale of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Seller does hereby transfer, assign, set over, deposit with and otherwise convey to the Depositor, without recourse, subject to Sections 1.03 and 1.04, all the right, title and interest of the Seller in and to the Mortgage Loans identified on Schedules A and B hereto, having an approximate aggregate principal balance of $1,037,120,000859,546,627. Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, other than payments of principal and interest due on or before such date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or with respect to the Mortgage Loans on or after the Cut-off Date, together with all of the Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Mortgage Loans, the Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing. Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest under each the Transfer Agreement (except for any rights against the Transferor with respect to (i) first payment date defaults or early payment date defaults or (ii) reimbursement of any amount in excess of the Purchase Price for a breach of a representation or warranty; provided, however, that the Seller hereby assigns to the Depositor all of its rights and each interest against the Transferor with respect to first payment date defaults or early payment date defaults on the Mortgage Loans set forth in Schedule B hereto (the “First Payment Default Mortgage Loans”), assigned to the Seller as provided for pursuant to the Commitment Letter and the Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be entered into under any of the Transfer Agreements Agreement (any such document document, an “Assignment Agreement”) and that this Agreement constitutes an Assignment Agreement under such the Transfer Agreement, and the Depositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Concurrently with the execution hereof, the Depositor tenders the purchase price set forth in that certain Terms Letter dated as of the date hereof, the form of which is attached as Exhibit B hereto (the “Purchase Price”). The Depositor hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Seller under each the Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as if the Depositor had been a party to each such agreement.

Appears in 1 contract

Samples: Mortgage Loan Sale and Assignment Agreement (Sasco 2006-Wf1)