Common use of Assignment and Conveyance Clause in Contracts

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Second Amended and Restated Mortgage Loan Sale and Servicing Agreement (the “Sale and Servicing Agreement”), dated as of July 1, 2006, between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Sale and Servicing Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company

Appears in 4 contracts

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-13), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-8xs)

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Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Second Fifth Amended and Restated Mortgage Loan Sale and Servicing Agreement (the "Sale and Servicing Agreement"), dated as of July June 1, 2006, 2006 between the Assignor, as purchaser (the "Purchaser"), and the Company, as seller, solely insofar as the Sale and Servicing Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company

Appears in 3 contracts

Samples: Indemnification and Contribution Agreement (Morgan Stanley Mortgage Loan Trust 2007-3xs), Indemnification and Contribution Agreement (Morgan Stanley Mortgage Loan Trust 2007-2ax), Indemnification and Contribution Agreement (Morgan Stanley Mortgage Loan Trust 2006-17xs)

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Second Fourth Amended and Restated Mortgage Loan Sale Master Seller’s Warranties and Servicing Agreement (the “Sale and Servicing Agreement”), dated as of July 1, 2006, between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Sale and Servicing Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 7.05 3.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company

Appears in 3 contracts

Samples: Indemnification and Contribution Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar), Indemnification and Contribution Agreement (Morgan Stanley Mortgage Loan Trust 2007-14ar), Indemnification and Contribution Agreement (Morgan Stanley Mortgage Loan Trust 2007-7ax)

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Second First Amended and Restated Mortgage Loan Sale and Servicing Agreement (the "Sale and Servicing Agreement"), dated as of July December 1, 20062005, between the Assignor, as purchaser (the "Purchaser"), and the Company, as seller, solely insofar as the Sale and Servicing Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company

Appears in 3 contracts

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-12xs), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-15xs), Indemnification and Contribution Agreement (Morgan Stanley Mortgage Loan Trust 2006-8ar)

Assignment and Conveyance. 1. The 1._______The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Second First Amended and Restated Mortgage Loan Sale and Servicing Agreement (the "Sale and Servicing Agreement"), dated as of July December 1, 20062005, between the Assignor, as purchaser (the "Purchaser"), and the Company, as seller, solely insofar as the Sale and Servicing Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company

Appears in 2 contracts

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-17xs), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-13arx)

Assignment and Conveyance. 1. (a) The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A I (the "Mortgage Loans") and (b) except as described below, all of its rights and obligations under that certain Second Amended and Restated Mortgage Loan Sale and And Servicing Agreement (the "Sale and Servicing Agreement"), dated as of July August 1, 20062005, between the Assignor, as purchaser (the "Purchaser"), and the Company, as sellerseller and servicer, solely insofar as the Sale and Servicing Agreement relates to the Mortgage LoansLoans (the "First Assignment and Assumption"). The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 7.05 7.04 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company.

Appears in 1 contract

Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2006-1ar)

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Second First Amended and Restated Mortgage Loan Sale and Servicing Agreement (the “Sale and Servicing Agreement”), dated as of July 1March 15, 2006, 2005 between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Sale and Servicing Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company

Appears in 1 contract

Samples: Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-8xs)

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Second Fourth Amended and Restated Mortgage Loan Sale and Servicing Agreement (the “Sale and Servicing Agreement”), dated as of July December 1, 2006, 2005 between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Sale and Servicing Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company

Appears in 1 contract

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-8xs)

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Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Second Amended and Restated Mortgage Loan Sale and Servicing Agreement (the "Sale and Servicing Agreement"), dated as of July 1, 2006, 2006 between the Assignor, as purchaser (the "Purchaser"), and the Company, as seller, and the Servicer, as servicer, solely insofar as the Sale and Servicing Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company

Appears in 1 contract

Samples: Mortgage Loan Sale and Servicing Agreement (GSAA Home Equity Trust 2006-16)

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Second Amended and Restated Mortgage Loan Sale and Servicing Agreement (the "Sale and Servicing Agreement"), dated as of July 1, 2006, between the Assignor, as purchaser (the "Purchaser"), and the Company, as seller, solely insofar as the Sale and Servicing Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company

Appears in 1 contract

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-15xs)

Assignment and Conveyance. 1. (a) The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A I (the “Mortgage Loans”) and (b) except as described below, all of its rights and obligations under that certain Second Amended and Restated Mortgage Loan Sale and And Servicing Agreement (the “Sale and Servicing Agreement”), dated as of July August 1, 20062005, between the Assignor, as purchaser (the “Purchaser”), and the Company, as sellerseller and servicer, solely insofar as the Sale and Servicing Agreement relates to the Mortgage LoansLoans (the “First Assignment and Assumption”). The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 7.05 7.04 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company.

Appears in 1 contract

Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-7ax)

Assignment and Conveyance. 1. The 1.____The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Second Fourth Amended and Restated Mortgage Loan Sale and Servicing Agreement (the "Sale and Servicing Agreement"), dated as of July December 1, 2006, 2005 between the Assignor, as purchaser (the "Purchaser"), and the Company, as seller, solely insofar as the Sale and Servicing Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the CompanyCompany --------------------------

Appears in 1 contract

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-1ar)

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Second Amended and Restated Mortgage Loan Sale and Servicing Agreement (the “Sale and Servicing Agreement”), dated as of July September 1, 2006, between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Sale and Servicing Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company

Appears in 1 contract

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-8xs)

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