Common use of Sale and Assignment Clause in Contracts

Sale and Assignment. With respect to the mortgage loans listed on Exhibit A hereto (the "Assigned Loans") purchased by the Assignor from UBS Real Estate Securities Inc. ("UBS"), the Assignor hereby grants, transfers, assigns and sells to the Assignee all right, title and interest of the Assignor, in, to and under (a) the Assigned Loans and the Mortgage Files, (b) that certain Seller's Warranties and Servicing Agreement (WFHM 2004-W73), dated December 1, 2004, by and between UBS and the Company (the "UBS Servicing Agreement"), (c) that certain Mortgage Loan Purchase Agreement, dated December 1, 2004, by and between UBS and the Company (the "Purchase Agreement") and (d) that certain Assignment, Assumption and Recognition Agreement, dated January 28, 2005, by and among UBS, the Assignor and the Company (the "Original Assignment;" collectively with the Purchase Agreement and UBS Servicing Agreement, the "Agreements"), as each Agreement relates to the Assigned Loans and only the Assigned Loans and the Assignee hereby assumes all of the Assignor's obligations and duties arising under the Agreements from and after the date hereof, and the Company hereby acknowledges such sale, assignment and assumption. The Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under any mortgage loans subject to the Agreements other than the Assigned Loans. Notwithstanding the foregoing, it is understood that neither the Company nor Assignor is released from liability to the other for any breaches of any representations, warranties or covenants made by such party to the other in the Agreements prior to the date hereof regardless of when such breaches are discovered or made known. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the UBS Servicing Agreement.

Sale and Assignment. With respect to the mortgage loans listed on Exhibit A hereto (the "Assigned Loans") purchased by the Assignor from UBS Real Estate Securities Inc. ("UBS"), the The Assignor hereby grants, transfers, assigns and sells to the Assignee all right, title and interest of the Assignor, in, to and under (a) the Assigned Loans and the Mortgage FilesLoans, (b) that certain Seller's Warranties Amended and Servicing Restated Master Mortgage Loan Purchase Agreement (WFHM 2004-W73the “Purchase Agreement”), dated as of December 1, 20042005, by and between UBS the Assignor and the Company (the "UBS Servicing Agreement")Company, (c) that certain Mortgage Loan Purchase Amended and Restated Master Seller’s Warranties and Servicing Agreement (the “Servicing Agreement”), dated as of December 1, 20042005, by and between UBS Assignor and the Company (the "Purchase Agreement") and (d) that certain Assignment, Assumption Assignment and Recognition Conveyance Agreement (the “Assignment and Conveyance Agreement” and together with the Purchase Agreement and the Servicing Agreement, the “Agreements”), dated January 28December 9, 2005, by and among UBS, between the Assignor and the Company (the "Original Assignment;" collectively with the Purchase Agreement and UBS Servicing Agreement, the "Agreements")Company, as each Agreement relates to the Assigned Loans and only the Assigned Loans and the Assignee hereby assumes all of the Assignor's ’s obligations and duties arising under the Agreements from and after the date hereof, and the Company hereby acknowledges such sale, assignment and assumptionassumption and hereby agrees to the release of the Assignor from any obligations or duties under the Agreements from and after the date hereof. The Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under any mortgage loans subject to the Agreements other than the Assigned Loans. Notwithstanding the foregoing, it is understood that neither the Company nor Assignor is not released from liability to the other Assignor for any breaches of any representations, warranties or covenants made by such party to the other Company in the Agreements prior to the date hereof regardless of when such breaches are discovered or made known. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the UBS Servicing Agreement. Upon the execution of this AAR Agreement on January 26, 2006, the Assignee shall pay to the Assignor the purchase price as calculated pursuant to the commitment letter (the “Commitment Letter”), dated as of November 30, 2006, by and between the Assignee and the Assignor. The Assignee shall pay the purchase price payable under the Commitment Letter by wire transfer of immediately available funds to the account specified by the Assignor. Upon payment of such purchase price, the Assignee assumes all right, title and interest in and to the Assigned Loans and the related Custodial Mortgage Files and the Retained Mortgage Files (the “Mortgage Files”). The Assignee shall be entitled to all scheduled payments due on the Assigned Loans after January 1, 2006 (the “Assigned Loans Cut-off Date”) and all unscheduled payments or other proceeds or other recoveries on the Assigned Loans received on and after the Assigned Loans Cut-off Date except as otherwise specified in the Commitment Letter. The Assignor, at its expense, shall have caused to be delivered to the Assignee or its designee the Custodial Mortgage File for each Assigned Loan in the Assignor’s or its custodian’s possession prior to the date hereof.

Sale and Assignment. With respect to the mortgage loans listed on Exhibit A hereto (the "Assigned Loans") purchased by the Assignor from UBS Real Estate Securities Inc. EMC Mortgage Corporation ("UBSEMC"), the Assignor hereby grants, transfers, assigns and sells to the Assignee all right, title and interest of the Assignor, in, to and under (a) the Assigned Loans and the Mortgage Files, (b) that certain Master Seller's Warranties and Servicing Agreement (WFHM 2004-W73)Agreement, dated December April 1, 20042003, by and between UBS EMC and the Company (as amended, the "UBS EMC Servicing Agreement"), (c) that certain Master Mortgage Loan Purchase Agreement, dated December April 1, 20042003, by and between UBS EMC and the Company (as amended, the "Purchase Agreement") and (d) that certain Purchase, Assignment, Assumption and Recognition Agreement, dated January 2830, 20052004, by and among UBSEMC, the Assignor and the Company (the "Original Assignment;" collectively with the Purchase Agreement and UBS EMC Servicing Agreement, the "Agreements"), as each Agreement relates to the Assigned Loans and only the Assigned Loans and the Assignee hereby assumes all of the Assignor's obligations and duties arising under the Agreements from and after the date hereof, and the Company hereby acknowledges such sale, assignment and assumption. The Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under any mortgage loans subject to the Agreements other than the Assigned Loans. Notwithstanding the foregoing, it is understood that neither the Company nor Assignor is released from liability to the other for any breaches of any representations, warranties or covenants made by such party to the other in the Agreements prior to the date hereof regardless of when such breaches are discovered or made known. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the UBS EMC Servicing Agreement.

Sale and Assignment. With respect to the mortgage loans listed on Exhibit A hereto (the "Assigned Loans") ), purchased by the Assignor from UBS Real Estate Securities Inc. ("UBS")the Sellers, the Assignor hereby grants, transfers, assigns and sells to the Assignee all right, title and interest of the Assignor, in, to and under (a) the Assigned Loans and the related Mortgage FilesFiles (as defined in the Purchase Agreement), (b) that certain Seller's Warranties and Mortgage Loan Flow Purchase, Sale & Servicing Agreement (WFHM 2004-W73)Agreement, dated December 1as of April 30, 20042003, by and between UBS Assignor, Sellers and the Company Servicer (as amended, the "UBS Servicing Purchase Agreement"), and (c) that certain Mortgage Loan Purchase AgreementAdditional Collateral Assignment and Servicing Agreement dated as of April 30, dated December 1, 20042003, by and between UBS Servicer and the Company Assignor (the "Purchase Agreement") ACASA" and (d) that certain Assignment, Assumption and Recognition Agreement, dated January 28, 2005, by and among UBS, the Assignor and the Company (the "Original Assignment;" collectively together with the Purchase Agreement and UBS Servicing Agreement, the "Agreements"), as each Agreement relates they relate to the Assigned Loans and only the Assigned Loans and the Assignee hereby assumes all of the Assignor's obligations and duties arising under the Agreements from and after the date hereof, and the Company each Seller and Servicer hereby acknowledges such sale, assignment and assumptionassumption and hereby agrees to the release of the Assignor from any obligations or duties under the Agreements as to the Assigned Loans from and after the date hereof. The Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under any mortgage loans subject to the Agreements other than the Assigned Loans. Notwithstanding the foregoing, it is understood that neither the Company nor Assignor no Seller or Servicer is released from liability to the other Assignor for any breaches of any representations, warranties or covenants made by such party to the other Seller or Servicer in the Agreements prior to the date hereof regardless of when such breaches are discovered or made known. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the UBS Servicing AgreementAgreements.

Sale and Assignment. With respect to the mortgage loans listed on Exhibit A hereto (the "Assigned Loans") purchased by the Assignor from UBS Real Estate Securities Morgan Stanley Mortgage Capital Inc. ("UBSMorgan Stanley"), the Assignor hereby Asxxxxxx xxxxxx grants, transfers, assigns and sells to assignx xxx sexxx xx the Assignee all right, title and interest of the Assignor, in, to and under (a) the Assigned Loans and the Mortgage Files, (b) that certain Seller's Warranties and Servicing Agreement (WFHM 20042003-W73W69 and 2003-W70), dated December October 1, 20042003, by and between UBS Morgan Stanley and the Company (the "UBS MS Servicing Agreement"), (cx) that certain txxx xxrtain Mortgage Loan Purchase Agreement, dated December October 1, 20042003, by and between UBS Morgan Stanley and the Company (the "Purchase Agreement") and (dx) that certain xxxt xxxxxxn Assignment, Assumption and Recognition Agreement, dated January 28November 26, 20052003, by and among UBSMorgan Stanley, the Assignor and the Company (the "Original AssignmentAsxxxxxxnx;" collectively xxllectively with the Purchase Agreement and UBS MS Servicing Agreement, the "Agreements"), as each Agreement relates to the Assigned Loans and only the Assigned Loans and the Assignee hereby assumes all of the Assignor's obligations and duties arising under the Agreements from and after the date hereof, and the Company hereby acknowledges such sale, assignment and assumption. The Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under any mortgage loans subject to the Agreements other than the Assigned Loans. Notwithstanding the foregoing, it is understood that neither the Company nor Assignor is released from liability to the other for any breaches of any representations, warranties or covenants made by such party to the other in the Agreements prior to the date hereof regardless of when such breaches are discovered or made known. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the UBS MS Servicing Agreement.

Sale and Assignment. With respect to the mortgage loans listed on Exhibit A hereto (the "Assigned Loans") purchased by the Assignor from UBS Real Estate Securities Inc. ("UBS")the Company, the Assignor hereby grants, transfers, assigns and sells to the Assignee all right, title and interest of the Assignor, in, to and under (a) the Assigned Loans and the Mortgage Files, Files and (b) that certain Seller's Purchase, Warranties and Servicing Agreement (WFHM 2004-W73), dated December 1, 2004, by and between UBS and the Company (the "UBS Servicing Agreement"), (c) that certain Mortgage Loan Purchase Agreement, dated December 1, 2004, by and between UBS and the Company (the "Purchase Agreement") and (d) that certain Assignment, Assumption and Recognition Agreement, dated January 28February 25, 2005, by and among UBS, between the Assignor and the Company (the "Original Assignment;" collectively with the Purchase Agreement and UBS Servicing Agreementas amended, the "AgreementsAgreement"), as each the Agreement relates to the Assigned Loans and only the Assigned Loans and the Assignee hereby assumes all of the Assignor's obligations and duties arising under the Agreements Agreement from and after the date hereof, and the Company and Xxxxx Fargo hereby acknowledges such sale, assignment and assumption. The Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under any mortgage loans subject to the Agreements Agreement other than the Assigned Loans. The Company has previously assigned and delegated the servicing rights, obligations and duties under the Agreement to Xxxxx Fargo. Notwithstanding the foregoing, it is understood that neither the Company nor Xxxxx Fargo nor Assignor is released from liability to the other for any breaches of any representations, warranties or covenants made by such party to the other in the Agreements Agreement prior to the date hereof regardless of when such breaches are discovered or made known; provided however, that the Company shall be released from any obligations under Sections 3.05 and 3.06 of the Agreement. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the UBS Servicing Agreement.