Common use of Transfer of Mortgage Loans; Assignment of Agreement Clause in Contracts

Transfer of Mortgage Loans; Assignment of Agreement. The Originators and the Unaffiliated Seller each hereby acknowledges and agrees that the Depositor or the Trust may assign its interest under this Agreement to the Indenture Trustee as may be required to effect the purposes of the Indenture and the Sale and Servicing Agreement, without further notice to, or consent of, the Unaffiliated Seller or the Originators, and the Indenture Trustee shall succeed to such of the rights and obligations of the Depositor and the Trust hereunder as shall be so assigned. The Depositor shall, pursuant to the Sale and Servicing Agreement, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Sections 2.06 and 3.05 hereof for breaches of the representations, warranties, agreements and covenants of the Unaffiliated Seller or the Originators contained in Sections 2.05, 2.06, 3.02 and 3.03 hereof to the Trust, and the Trust shall, pursuant to the Indenture, pledge such right, title and interest to the Indenture Trustee, for the benefit of the Noteholders and the Note Insurer. Each of the Originators and the Unaffiliated Seller agrees that, upon such assignment to the Trust and pledge to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the Trust, the repurchase obligations of the Unaffiliated Seller and the Originators set forth herein with respect to breaches of such representations, warranties, agreements and covenants.

Transfer of Mortgage Loans; Assignment of Agreement. The Originators and the Unaffiliated Seller each hereby acknowledges and agrees that the Depositor or the Trust may assign its interest under this Agreement to the Indenture Trustee as may be required to effect the purposes of the Indenture and the Sale Pooling and Servicing Agreement, without further notice to, or consent of, the Unaffiliated Seller or the Originators, and the Indenture Trustee shall succeed to such of the rights and obligations of the Depositor and the Trust hereunder as shall be so assigned. The Depositor shall, pursuant to the Sale Pooling and Servicing Agreement, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Sections 2.06 and 3.05 hereof for breaches of the representations, warranties, agreements and covenants of the Unaffiliated Seller or the Originators contained in Sections 2.05, 2.06, 3.02 and 3.03 hereof to the Trust, and the Trust shall, pursuant to the Indenture, pledge such right, title and interest to the Indenture Trustee, Trustee for the benefit of the Noteholders Certificateholders and the Note Certificate Insurer. Each of the Originators and the Unaffiliated Seller agrees that, upon such assignment to the Trust and pledge to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the TrustDepositor, the repurchase obligations of the Unaffiliated Seller and the Originators set forth herein with respect to breaches of such representations, warranties, agreements and covenants.

Transfer of Mortgage Loans; Assignment of Agreement. The Originators and the Unaffiliated Seller each hereby acknowledges and agrees that the Depositor or the Trust may sell, transfer and assign its interest under this Agreement in accordance with the Pooling and Servicing Agreement to the Indenture Trustee as may be required to effect the purposes of the Indenture and the Sale Pooling and Servicing Agreement, without further notice to, or consent of, the Unaffiliated Seller or the OriginatorsSeller, and the Indenture Trustee shall succeed to such of the rights and obligations of the Depositor and the Trust hereunder as shall be so assigned. The Depositor shall, pursuant to the Sale Pooling and Servicing Agreement, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Sections 2.06 2.5 and 3.05 3.4 hereof for breaches of the representations, warranties, agreements and covenants of the Unaffiliated Seller or the Originators contained in Sections 2.052.4, 2.062.5, 3.02 3.1 and 3.03 3.2 hereof to the Trust, and the Trust shall, pursuant to the Indenture, pledge such right, title and interest to the Indenture Trustee, Trustee for the benefit of the Noteholders Certificateholders and the Note Certificate Insurer. Each of the Originators and the Unaffiliated The Seller agrees that, upon such assignment to the Trust and pledge to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the TrustDepositor, the repurchase obligations of the Unaffiliated Seller and the Originators set forth herein with respect to breaches of such representations, warranties, agreements and covenants.

Transfer of Mortgage Loans; Assignment of Agreement. The Originators and the Unaffiliated Seller each hereby acknowledges and agrees that the Depositor or the Trust may assign its interest under this Agreement to the Indenture Trustee as may be required to effect the purposes of the Indenture and the Sale Pooling and Servicing Agreement, without further notice to, or consent of, the Unaffiliated Seller or the Originators, and the Indenture Trustee shall succeed to such of the rights and obligations of the Depositor and the Trust hereunder as shall be so assigned. The Depositor shall, pursuant to the Sale Pooling and Servicing Agreement, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Sections 2.06 and 3.05 hereof for breaches of the representations, warranties, agreements and covenants of the Unaffiliated Seller or the Originators contained in Sections 2.05, 2.06, 3.01, 3.02 and 3.03 hereof to the Trust, and the Trust shall, pursuant to the Indenture, pledge such right, title and interest to the Indenture Trustee, Trustee for the benefit of the Noteholders Certificateholders and the Note Certificate Insurer. Each of the Originators and the Unaffiliated Seller agrees that, upon such assignment to the Trust and pledge to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the TrustDepositor, the repurchase obligations of the Unaffiliated Seller and the Originators set forth herein with respect to breaches of such representations, warranties, agreements and covenants.

Transfer of Mortgage Loans; Assignment of Agreement. (a) The Originators and the Unaffiliated Seller each hereby acknowledges and agrees that the Depositor or the Trust may assign its interest under this Agreement to the Indenture Trustee as may be required to effect the purposes of the Indenture and the Sale Pooling and Servicing Agreement, without further notice to, or consent of, the Unaffiliated Seller or the Originators, and the Indenture Trustee shall succeed to such of the rights and obligations of the Depositor and the Trust hereunder as shall be so assigned. The Depositor shall, pursuant to the Sale Pooling and Servicing Agreement, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Sections 2.06 and 3.05 hereof for breaches of the representations, warranties, agreements and covenants of the Unaffiliated Seller or the Originators contained in Sections 2.05, 2.06, 3.02 and 3.03 hereof to the Trust, and the Trust shall, pursuant to the Indenture, pledge such right, title and interest to the Indenture Trustee, Trustee for the benefit of the Noteholders Certificateholders and the Note Certificate Insurer. Each of the Originators and the Unaffiliated Seller agrees that, upon such assignment to the Trust and pledge to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the TrustDepositor, the repurchase obligations of the Unaffiliated Seller and the Originators set forth herein with respect to breaches of such representations, warranties, agreements and covenants.

Transfer of Mortgage Loans; Assignment of Agreement. The Originators and the Unaffiliated Seller each hereby acknowledges and agrees that the Depositor or the Trust may assign its interest under this Agreement to the Indenture Trustee as may be required to effect the purposes of the Indenture and the Sale Pooling and Servicing Agreement, without further notice to, or consent of, the Unaffiliated Seller or the Originators, and the Indenture Trustee shall succeed to such of the rights and obligations of the Depositor and the Trust hereunder as shall be so assigned. The Depositor shall, pursuant to the Sale Pooling and Servicing Agreement, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by this Agreement, including, without limitation, its rights to exercise remedies created by Sections 2.06 and 3.05 hereof for breaches of the representations, warranties, agreements and covenants of the Unaffiliated Seller or the Originators contained in Sections 2.05, 2.06, 3.01, 3.02 and 3.03 hereof to the Trust, and the Trust shall, pursuant to the Indenture, pledge such right, title and interest to the Indenture Trustee, Trustee for the benefit of the Noteholders Certificateholders and the Note Certificate Insurer. Each of the Originators and the Unaffiliated Seller agrees that, upon such assignment to the Trust and pledge to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the TrustDepositor, the repurchase obligations of the Unaffiliated Seller and the Originators set forth herein with respect to breaches of such representations, warranties, agreements and covenants.

Transfer of Mortgage Loans; Assignment of Agreement. The Originators and the Unaffiliated Seller each hereby acknowledges and agrees that the Depositor or the Trust may assign its interest under this Agreement to the Indenture Trustee as may be required to effect the purposes of the Indenture and the Sale and Servicing Agreement, without further notice to, or consent of, the Unaffiliated Seller or the Originators, and the Indenture Trustee shall succeed to such of the rights and obligations of the Depositor and the Trust hereunder as shall be so assigned. The Depositor shall, pursuant to the Sale and Servicing Agreement, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Sections 2.06 and 3.05 hereof for breaches of the representations, warranties, agreements and covenants of the Unaffiliated Seller or the Originators contained in Sections 2.05, 2.06, 3.02 2.06 and 3.03 hereof to the Trust, and the Trust shall, pursuant to the Indenture, pledge such right, title and interest to the Indenture Trustee, for the benefit of the Noteholders and the Note Insurer. Each of the Originators and the Unaffiliated Seller agrees that, upon such assignment to the Trust and pledge to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the Trust, the repurchase obligations of the Unaffiliated Seller and the Originators set forth herein with respect to breaches of such representations, warranties, agreements and covenants.