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

Transfer of Mortgage Loans; Assignment of Agreement. The Depositor has the right to assign its interest under this Agreement to the Trustee as may be required to effect the purposes of the Pooling and Servicing Agreement, without further notice to, or consent of, the Unaffiliated Seller, and the Trustee shall succeed to such of the rights and obligations of the Depositor hereunder as shall be so assigned. The Depositor shall, pursuant to the 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 2.05 and 3.05 hereof for breaches of the representations, warranties, agreements and covenants of the Unaffiliated Seller contained in Sections 2.04, 2.05, 3.01 and 3.02 hereof to the Trustee for the benefit of the Certificateholders. The Unaffiliated Seller agrees that, upon such assignment to the Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Trustee and the Trustee may enforce the repurchase obligations of the Unaffiliated Seller set forth herein with respect to breaches of such representations, warranties, agreements and covenants.

Transfer of Mortgage Loans; Assignment of Agreement. The Depositor has the right to assign its interest under this Agreement to the Trustee Trustee, or Trust Administrator on behalf of the Trustee, as may be required to effect the purposes of the Pooling and Servicing Agreement, without further notice to, or consent of, the Unaffiliated Seller, the Trustee and the Trustee Trust Administrator shall succeed to such of the rights and obligations of the Depositor hereunder as shall be so assigned. The Depositor shall, pursuant to the 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 2.05 this Section 2.04 and Section 3.05 hereof for breaches of the representations, warranties, agreements and covenants of the Unaffiliated Seller contained in Sections 2.04, 2.05, 3.01 and 3.02 hereof to the Trustee Trustee, or Trust Administrator on behalf of the Trustee, for the benefit of the Certificateholders. The Unaffiliated Seller agrees that, upon such assignment to the Trustee, or Trust Administrator on behalf of the Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Trustee and the Trust Administor and the Trustee and the Trust Administor may enforce diligently, without joinder of the Depositor, the repurchase obligations of the Unaffiliated Seller set forth herein with respect to breaches of such representations, warranties, agreements and covenants.

Transfer of Mortgage Loans; Assignment of Agreement. The Unaffiliated Seller hereby acknowledges and agrees that the Depositor has the right to may assign its interest under this Agreement to the Trustee as may be required to effect the purposes of the Pooling and Servicing Agreement, without further notice to, or consent of, the Unaffiliated Seller, and the Trustee shall succeed to such of the rights and obligations of the Depositor hereunder as shall be so assigned. The Depositor shall, pursuant to the 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 2.05 2.06 and 3.05 hereof for breaches of the representations, warranties, agreements and covenants of the Unaffiliated Seller contained in Sections 2.04, 2.05, 3.01 2.06, 3.02 and 3.02 3.03 hereof to the Trustee for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer. The Unaffiliated Seller agrees that, upon such assignment to the Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Trustee and the Trustee may enforce enforce, without joinder of the Depositor, the repurchase obligations of the Unaffiliated Seller set forth herein with respect to breaches of such representations, warranties, agreements and covenants.

Transfer of Mortgage Loans; Assignment of Agreement. The Depositor has the right to assign its interest under this Agreement to the Trustee as may be required to effect the purposes of the Pooling and Servicing Agreement, without further notice to, or consent of, the Unaffiliated Seller, and the Trustee shall succeed to such of the rights and obligations of the Depositor hereunder as shall be so assigned. The Depositor shall, pursuant to the Pooling and Servicing Agreement, assign all of its right, title and interest in and to the Mortgage Purchased Loans and its the other Purchased Assets and the Unaffiliated Seller's right to exercise the remedies created by Sections 2.05 and 3.05 hereof for breaches Section 4 of the representationsLoan Sale Agreement, warrantiestogether with all other rights relating to the foregoing, agreements and covenants of the Unaffiliated Seller contained in Sections 2.04, 2.05, 3.01 and 3.02 hereof to the Trustee for the benefit of the CertificateholdersHolders of the Certificates. The Unaffiliated Seller agrees that, upon such assignment to the Trustee, such representations, warranties, agreements all rights of the Depositor with respect to the Purchased Loans and covenants the other Purchased Assets and the Unaffiliated Seller's right to exercise the remedies created by Section 4 of the Loan Sale Agreement will run to and be for the benefit of the Trustee and the Trustee may enforce the repurchase obligations diligently, without joinder of the Unaffiliated Seller set forth herein with respect to breaches Depositor, any and all of such representations, warranties, agreements and covenantsrights.

Transfer of Mortgage Loans; Assignment of Agreement. The Seller hereby acknowledges and agrees that the Depositor has the right to may assign its interest under this Agreement to the Trustee as may be required to effect the purposes of the Pooling and Servicing Agreement, without further notice to, or consent of, the Unaffiliated Seller, and the Trustee shall succeed to such of the rights and obligations of the Depositor hereunder as shall be so assigned. The Depositor shall, pursuant to the 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 2.05 2.06 and 3.05 hereof for breaches of the representations, warranties, agreements and covenants of the Unaffiliated Seller contained in Sections 2.04, 2.05, 3.01 2.06, 3.02 and 3.02 3.03 hereof to the Trustee for the benefit of the CertificateholdersCertificateholders and the [Certificate Insurer]. The Unaffiliated Seller agrees that, upon such assignment to the Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Trustee and the Trustee may enforce enforce, without joinder of the Depositor, the repurchase obligations of the Unaffiliated Seller set forth herein with respect to breaches of such representations, warranties, agreements and covenants.