Common use of Transfer of Mortgage Assets Clause in Contracts

Transfer of Mortgage Assets. Xxxxxx Xxx, acting in its corporate capacity, does hereby transfer, assign, set over and otherwise convey to Xxxxxx Mae, acting in its capacity as Trustee for the Base Trust established hereby, all of Xxxxxx Mae’s right, title and interest in and to (i) the Mortgage Securities identified in Exhibit A-1 hereto, including all payments of principal and interest thereon received after the month of the Issue Date, and (ii) the Group 6 Mortgage Loans identified in Exhibit A-2 hereto, including all payments of principal and interest thereon received after the Issue Date (other than the portion of any payment representing interest for a period prior to the Issue Date and other than any installments of principal due in respect of a Group 6 Mortgage Loan on the Issue Date). In the event that Xxxxxx Mae shall discover, subsequent to the transfer and assignment of a Group 6 Mortgage Loan to the Trustee, that the actual principal balance of such Group 6 Mortgage Loan at the date such principal balance was calculated was different from the related Issue Date Principal Balance as specified in the Mortgage Asset Schedule, Xxxxxx Xxx may make such adjustments as shall be necessary to bring such actual balance and specified principal balance into agreement. Xxxxxx Mae, acting in its capacity as Trustee for the Base Trust established hereby, does hereby transfer, assign, set over and otherwise convey to Xxxxxx Xxx, acting in its capacity as Trustee for REMIC Trust 2 established hereby, all of Xxxxxx Mae’s right, title and interest in and to the SMBS identified in Exhibit A-1 hereto, including all payments of principal and interest thereon received after the month of the Issue Date.

Transfer of Mortgage Assets. Xxxxxx Xxx, acting in its corporate capacity, does hereby transfer, assign, set over and otherwise convey to Xxxxxx Mae, acting in its capacity as Trustee for the Base Trust established hereby, all of Xxxxxx Mae’s right, title and interest in and to (i) the Mortgage Securities identified in Exhibit A-1 hereto, including all payments of principal and interest thereon received after the month of the Issue Date, and (ii) the Group 6 6, Group 7 and Group 8 Mortgage Loans identified in Exhibit A-2 hereto, including all payments of principal and interest thereon received after the Issue Date (other than the portion of any payment representing interest for a period prior to the Issue Date and other than any installments of principal due in respect of a Group 6 6, Group 7 or Group 8 Mortgage Loan on the Issue Date). In the event that Xxxxxx Mae shall discover, subsequent to the transfer and assignment of a Group 6 6, Group 7 or Group 8 Mortgage Loan to the Trustee, that the actual principal balance of such Group 6 6, Group 7 or Group 8 Mortgage Loan at the date such principal balance was calculated was different from the related Issue Date Principal Balance as specified in the Mortgage Asset Schedule, Xxxxxx Xxx may make such adjustments as shall be necessary to bring such actual balance and specified principal balance into agreement. Xxxxxx Mae, acting in its capacity as Trustee for the Base Trust established hereby, does hereby transfer, assign, set over and otherwise convey to Xxxxxx Xxx, acting in its capacity as Trustee for Lower Tier REMIC 1 established hereby, all of Xxxxxx Mae’s right, title and interest in and to the Group 1 MBS, Group 3 SMBS and Group 5 SMBS identified in Exhibit A-1 hereto, including all payments of principal and interest thereon received after the month of the Issue Date. Xxxxxx Xxx, acting in its capacity as Trustee for the Base Trust established hereby, does hereby transfer, assign, set over and otherwise convey to Xxxxxx Mae, acting in its capacity as Trustee for Lower Tier REMIC 2 established hereby, all of Xxxxxx Mae’s right, title and interest in and to the Group 2 SMBS identified in Exhibit A-1 hereto, including all payments of principal and interest thereon received after the month of the Issue Date.

Transfer of Mortgage Assets. Xxxxxx Xxx, acting in its corporate capacity, does hereby transfer, assign, set over and otherwise convey to Xxxxxx Mae, acting in its capacity as Trustee for the Base Trust established hereby, all of Xxxxxx Mae’s right, title and interest in and to (i) the Mortgage Securities MBS identified in Exhibit A-1 hereto, including all payments of principal and interest thereon received after the month of in which the Issue DateDate occurs, and (ii) the Group 6 3 and Group 4 Mortgage Loans identified in Exhibit A-2 hereto, including all payments of principal and interest thereon received after the Issue Date (other than the portion of any payment representing interest for a period prior to the Issue Date and other than any installments of principal due in respect of a Group 6 3 or Group 4 Mortgage Loan on the Issue Date). In the event that Xxxxxx Mae shall discover, discover subsequent to the transfer and assignment of a Group 6 3 or Group 4 Mortgage Loan to the Trustee, Trustee that the actual principal balance of such Group 6 3 or Group 4 Mortgage Loan at the date such principal balance was calculated was different from the related Issue Date Principal Balance as specified in the Mortgage Asset Schedule, Xxxxxx Xxx may make such adjustments as shall be necessary to bring such actual balance and specified principal balance into agreement. Xxxxxx Mae, acting in its capacity as Trustee for the Base Trust established hereby, does hereby transfer, assign, set over and otherwise convey to Xxxxxx Xxx, acting in its capacity as Trustee for REMIC Trust 2 established hereby, all of Xxxxxx Mae’s right, title and interest in and to the SMBS identified in Exhibit A-1 hereto, including all payments of principal and interest thereon received after the month of the Issue Date.

Transfer of Mortgage Assets. (a) Xxxxxx Xxx, acting in its corporate capacity, does hereby transfer, assign, set over and otherwise convey assign to Xxxxxx Mae, Mae acting in its capacity as Trustee for the Base Trust established herebyLower Tier REMIC, without recourse, free and clear of any liens, security interests or other encumbrances, but subject to the terms of this Agreement, all of Xxxxxx Mae’s the right, title and interest in of Xxxxxx Xxx, including any security interest therein for the benefit of Xxxxxx Mae, in, to and to (i) under the Mortgage Securities Assets identified on the Schedule A and all other assets included or to be included in Exhibit A-1 heretothe Lower Tier REMIC (exclusive of any Retained Yield). Such assignment includes all payments under and proceeds of the Mortgage Assets (subject, including in the case of Mortgage Participations and Guaranteed Underlying Certificates, to the terms of the related Participation Certificates or agreements governing the related Guaranteed Underlying Certificates and, in all cases, exclusive of any portion of such payments and proceeds that constitute or otherwise represent Retained Yield, payments of principal and interest thereon received after due and payable on the month of Mortgage Loans and Underlying Mortgage Loans on or before the Issue Date, Date and Principal Prepayments (iiand any corresponding Prepayment Premiums) received on the Group 6 Mortgage Loans identified in Exhibit A-2 hereto, including all payments of principal and interest thereon received after Underlying Mortgage Loans before the Issue Date (other than and accounted for in their Issue Date Principal Balances), all fees and charges received on the portion Mortgage Loans and Underlying Mortgage Loans on or before the Issue Date or otherwise in respect of any payment representing payments of principal thereof and interest for a period prior to thereon due on or before the Issue Date and other than any installments of principal due Escrow Payments received on the Mortgage Loans and Underlying Mortgage Loans and applied in respect of a Group 6 Mortgage Loan thereof on or before the Issue Date). . (b) In connection with its assignment pursuant to Section 2.1(a), Xxxxxx Xxx shall deliver to the event Trustee, on or before the Settlement Date, all amounts, if any, held by or on behalf of Xxxxxx Mae that represent: (i) payments of scheduled principal and/or interest on the Mortgage Loans and Underlying Mortgage Loans allocable to the period subsequent to the Issue Date; (ii) Principal Prepayments and any corresponding Prepayment Premiums received on the Mortgage Loans and Underlying Mortgage Loans on or after the Issue Date; (iii) Escrow Payments received on the Mortgage Loans but not applied in respect thereof on or before the Issue Date; and (iv) Reserve Funds in respect of the Mortgage Loans. (c) In connection with the transfer of each Mortgage Loan, Xxxxxx Xxx shall have taken possession of the related Mortgage Note endorsed to Xxxxxx Mae together with such other related documents as Xxxxxx Xxx shall have deemed necessary. (d) If Xxxxxx Mae shall discover, discover subsequent to the transfer and assignment of a Group 6 Mortgage Loan Asset to the Trustee, Trustee that the actual principal balance of such Group 6 Mortgage Loan Asset at the date such principal balance Mortgage Asset’s Issue Date Principal Balance was calculated was is different from the related such Mortgage Asset’s Issue Date Principal Balance as specified in the Mortgage Asset Schedule, Xxxxxx Xxx may make such adjustments as shall be necessary to bring such actual balance and specified principal balance into agreement. Xxxxxx Mae, acting in its capacity as Trustee for the Base Trust established hereby, does hereby transfer, assign, set over and otherwise convey to Xxxxxx Xxx, acting in its capacity as Trustee for REMIC Trust 2 established hereby, all of Xxxxxx Mae’s right, title and interest in and to the SMBS identified in Exhibit A-1 hereto, including all payments of principal and interest thereon received after the month of the Issue Date.