Common use of Assignment and Conveyance Clause in Contracts

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of April 1, 2005, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. 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 any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Fifth Amended and Restated Mortgage Loan Purchase Sale and Interim Servicing Agreement dated as of April 1, 2005, as amended (the “Purchase Sale and Servicing Agreement”), dated as of June 1, 2006 between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Sale and Servicing Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 Purchase 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.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Second Amended and Restated Mortgage Loan Purchase Sale and Interim Servicing Agreement (the “Sale and Servicing Agreement”), dated as of April July 1, 2005, as amended (the “Purchase Agreement”)2006, between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Sale and Servicing Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 Purchase 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.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Amended and Restated Mortgage Loan Purchase and Interim Servicing Warranties Agreement (the "Purchase Agreement"), dated as of April June 1, 2005, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the Purchase Agreement.. Recognition of the Company

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans mortgage loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A Schedule I (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase Seller’s Warranties and Interim Servicing Agreement dated as of April 1, 2005, as amended 2006 (the “Purchase AgreementSWSA”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as sellerservicer, solely insofar as the Purchase Agreement SWSA relates to the Mortgage Loans and (y) other than as provided below Loans. In connection with respect to the enforcement of representations and warranties, none transfer of the obligations of Mortgage Loans hereunder, the Assignor under Company agrees that, from and after the Purchase Agreementdate hereof, each Mortgage Loan transferred hereunder will be subject to, and serviced under, the SWSA. 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 any mortgage loans subject to the Purchase Agreement SWSA which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master First Amended and Restated Mortgage Loan Purchase Sale and Interim Servicing Agreement (the "Sale and Servicing Agreement"), dated as of April December 1, 2005, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Sale and Servicing Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 Purchase 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

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Fifth Amended and Restated Mortgage Loan Purchase Sale and Interim Servicing Agreement (the "Sale and Servicing Agreement"), dated as of April June 1, 2005, as amended (the “Purchase Agreement”), 2006 between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Sale and Servicing Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 Purchase 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

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under and all obligations related to (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Second Amended and Restated Mortgage Loan Purchase Sale and Interim Servicing Agreement (the “Sale and Servicing Agreement”), dated as of April July 1, 2005, as amended (the “Purchase Agreement”)2006, between the Assignor, as purchaser (the “Purchaser”), and the Company, as sellerseller and as servicer, solely insofar as the Purchase Sale and Servicing Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of Loans. The Assignee hereby accepts such assignment from the Assignor under (the Purchase Agreement“First Assignment and Assumption”), and the Company hereby acknowledges 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 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Purchase 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.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Fourth Amended and Restated Master Mortgage Loan Purchase Seller’s Warranties and Interim Servicing Agreement (the “Sale and Servicing Agreement”), dated as of April July 1, 2005, as amended (the “Purchase Agreement”)2006, between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Sale and Servicing Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 3.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Purchase 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.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Flow Mortgage Loan Purchase and Interim Servicing Agreement Warranties Agreement, dated as of April September 1, 20052004, and as amended by Amendment No. 1, dated as of October 14, 2004 (collectively, the “"Purchase Agreement”"), each by and between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.05 of the Purchase Agreement.. Recognition of the Company --------------------------

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Fourth Amended and Restated Mortgage Loan Purchase and Interim Servicing Warranties Agreement (the "Purchase Agreement"), dated as of April July 1, 2005, as amended (the “Purchase Agreement”)2006, between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the Purchase Agreement.. Recognition of the Company

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of April June 1, 20052006, as amended (the “Purchase Agreement”), between among EquiFirst Mortgage Corporation of Minnesota as seller, the Company as seller and interim servicer and the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans mortgage loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Mortgage Loan Purchase Seller's Warranties and Interim Servicing Agreement dated as of April 1, 2005, as amended 2006 (the “Purchase Agreement”"SWSA"), between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as sellerservicer, solely insofar as the Purchase Agreement SWSA relates to the Mortgage Loans and (y) other than as provided below Loans. In connection with respect to the enforcement of representations and warranties, none transfer of the obligations of Mortgage Loans hereunder, the Assignor under Company agrees that, from and after the Purchase Agreementdate hereof, each Mortgage Loan transferred hereunder will be subject to, and serviced under, the SWSA. 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 any mortgage loans subject to the Purchase Agreement SWSA which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Fifth Amended and Restated Mortgage Loan Purchase and Interim Servicing Warranties Agreement (the "Purchase Agreement"), dated as of April December 1, 2005, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 any mortgage loans subject to the Purchase 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

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of April June 1, 20052006, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. 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 any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”) "), including interest and principal payments after [________] and (b) except as described below, that certain Master Flow Mortgage Loan Purchase and Interim Servicing Agreement Warranties Agreement, dated as of April May 1, 2005, as amended 2006 (the “"Purchase Agreement”"), between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement.. Recognition of the Company

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Second Amended and Restated Mortgage Loan Purchase and Interim Servicing Warranties Agreement (the "Purchase Agreement"), dated as of April July 1, 2005, as amended (the “Purchase Agreement”)2006, between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the Purchase Agreement.. Recognition of the Company

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans mortgage loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A Schedule I (the “"Mortgage Loans”") and (b) except as described below, that certain Master Mortgage Loan Purchase Seller's Warranties and Interim Servicing Agreement dated as of April 1, 2005, as amended 2006 (the “Purchase Agreement”"SWSA"), between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as sellerservicer, solely insofar as the Purchase Agreement SWSA relates to the Mortgage Loans and (y) other than as provided below Loans. In connection with respect to the enforcement of representations and warranties, none transfer of the obligations of Mortgage Loans hereunder, the Assignor under Company agrees that, from and after the Purchase Agreementdate hereof, each Mortgage Loan transferred hereunder will be subject to, and serviced under, the SWSA. 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 any mortgage loans subject to the Purchase Agreement SWSA which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement.

Assignment and Conveyance. _______The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master First Amended and Restated Mortgage Loan Purchase Sale and Interim Servicing Agreement (the "Sale and Servicing Agreement"), dated as of April December 1, 2005, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Sale and Servicing Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 Purchase 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

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Amended and Restated Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of April March 1, 2005, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as sellerseller and the related Assignment and Conveyance Agreement (attached hereto as Exhibit B), solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. 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 any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Third Amended and Restated Mortgage Loan Purchase and Interim Servicing Warranties Agreement (the "Purchase Agreement"), dated as of April August 1, 2005, as amended (the “Purchase Agreement”)2006, between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the Purchase Agreement.. Recognition of the Company

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Second Amended and Restated Mortgage Loan Purchase and Interim Servicing Warranties Agreement (the "Purchase Agreement"), dated as of April February 1, 2005, as amended (the “Purchase Agreement”)2006, between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13, Subsection 9.04 and 14.01 of the Purchase Agreement.. Recognition of the Company

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of April June 1, 20052004, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. 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 any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Second Amended and Restated Mortgage Loan Purchase Sale and Interim Servicing Agreement (the "Sale and Servicing Agreement"), dated as of April September 1, 2005, as amended (the “Purchase Agreement”), between among the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, and Countrywide Home Loans Servicing LP, as servicer, solely insofar as the Purchase Sale and Servicing Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 any mortgage loans subject to the Purchase 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

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”) "), including interest and principal payments after June 1, 2006 and (b) except as described below, that certain Master Flow Mortgage Loan Purchase and Interim Servicing Agreement Warranties Agreement, dated as of April May 1, 2005, as amended 2005 (the “"Purchase Agreement”"), between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement.. Recognition of the Company

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Amended and Restated Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of April October 1, 2005, as amended 2006 (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as sellerseller and any related Assignment and Conveyance Agreements (as defined in the Purchase Agreement), solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Second Amended and Restated Mortgage Loan Purchase Sale and Interim Servicing Agreement (the "Sale and Servicing Agreement"), dated as of April July 1, 2005, as amended (the “Purchase Agreement”)2006, between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Sale and Servicing Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 Purchase 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

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master First Amended and Restated Mortgage Loan Purchase Sale and Interim Servicing Agreement dated as of April 1, 2005, as amended (the “Purchase Sale and Servicing Agreement”), dated as of March 15, 2005 between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Sale and Servicing Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 Purchase 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.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Eighth Amended and Restated Mortgage Loan Purchase and Interim Servicing Agreement Warranties Agreement, dated as of April August 1, 2005, 2006 as amended by the First Amendment and Joinder to the Purchase Agreement, dated as of December 21, 2006 (the “"Purchase Agreement”), ") between the Assignor, as purchaser (the “Purchaser”)purchaser, and the Company, as seller, solely insofar as the Purchase Agreement relates relate to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.05 of the Purchase Agreement.. Recognition of the Company

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Third Amended and Restated Mortgage Loan Purchase Flow Seller’s Warranties and Interim Servicing Agreement (the “Sale and Servicing Agreement”), dated as of April September 1, 2005, as amended (the “Purchase Agreement”)2007, between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Sale and Servicing Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 any mortgage loans subject to the Purchase 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.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Eighth Amended and Restated Mortgage Loan Purchase and Interim Servicing Agreement Warranties Agreement, dated as of April August 1, 2005, 2006 as amended by the First Amendment and Joinder to the Purchase Agreement, dated as of December 21, 2006 (the “"Purchase Agreement”), ") between the Assignor, as purchaser (the “Purchaser”)purchaser, and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.05 of the Purchase Agreement.. Recognition of the Company

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Second Amended and Restated Mortgage Loan Purchase Sale and Interim Servicing Agreement (the “Sale and Servicing Agreement”), dated as of April September 1, 2005, as amended (the “Purchase Agreement”)2006, between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Sale and Servicing Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 Purchase 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.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company 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 Master Mortgage Loan Purchase and Interim Sale And Servicing Agreement (the “Sale and Servicing Agreement”), dated as of April August 1, 2005, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as sellerseller and servicer, solely insofar as the Purchase Sale and Servicing Agreement relates to the Mortgage Loans (the “First Assignment and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementAssumption”). 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 7.04 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Purchase 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.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Second Amended and Restated Mortgage Loan Purchase Sale and Interim Servicing Agreement dated as of April 1, 2005, as amended (the “Purchase Sale and Servicing Agreement”), between dated as of May 1, 2006, by and among the Assignor, as purchaser (the “Purchaser”), and the Company, as sellerseller and the Servicer, as servicer, solely insofar as the Purchase Sale and Servicing Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 any mortgage loans subject to the Purchase 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.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Fourth Amended and Restated Mortgage Loan Purchase and Interim Servicing Warranties Agreement dated as of April 1, 2005, as amended (the “Purchase Agreement”), dated as of May 1, 2006, between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the Purchase Agreement.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Fourth Amended and Restated Mortgage Loan Purchase Sale and Interim Servicing Agreement dated as of April 1, 2005, as amended (the “Purchase Sale and Servicing Agreement”), dated as of December 1, 2005 between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Sale and Servicing Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 Purchase 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.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Fourth Amended and Restated Mortgage Loan Purchase Sale and Interim Servicing Agreement (the "Sale and Servicing Agreement"), dated as of April December 1, 2005, as amended (the “Purchase Agreement”), 2005 between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Sale and Servicing Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 Purchase 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 --------------------------

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company 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 Master Mortgage Loan Purchase and Interim Sale And Servicing Agreement (the "Sale and Servicing Agreement"), dated as of April August 1, 2005, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as sellerseller and servicer, solely insofar as the Purchase Sale and Servicing Agreement relates to the Mortgage Loans (the "First Assignment and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementAssumption"). 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 7.04 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Purchase 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.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of April July 1, 2005, as amended 2005 (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. 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 any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”) "), including interest and principal payments after August 1, 2006 and (b) except as described below, that certain Master Flow Mortgage Loan Purchase and Interim Servicing Agreement Warranties Agreement, dated as of April May 1, 2005, as amended 2006 (the “"Purchase Agreement”"), between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement.. Recognition of the Company

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans mortgage loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Mortgage Loan Purchase Seller's Warranties and Interim Servicing Agreement dated as of April December 1, 2005, as amended 2005 (the “Purchase Agreement”"SWSA"), between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as sellerservicer, solely insofar as the Purchase Agreement SWSA relates to the Mortgage Loans and (y) other than as provided below Loans. In connection with respect to the enforcement of representations and warranties, none transfer of the obligations of Mortgage Loans hereunder, the Assignor under Company agrees that, from and after the Purchase Agreementdate hereof, each Mortgage Loan transferred hereunder will be subject to, and serviced under, the SWSA. 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 any mortgage loans subject to the Purchase Agreement SWSA 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

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under and all obligations related to (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Second Amended and Restated Mortgage Loan Purchase Sale and Interim Servicing Agreement (the “Sale and Servicing Agreement”), dated as of April July 1, 2005, as amended (the “Purchase Agreement”)2006, between the Assignor, as purchaser (the “Purchaser”), and the Company, as sellerseller and as servicer, solely insofar as the Purchase Sale and Servicing Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 Purchase 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.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Mortgage Loan Purchase Sale and Interim Servicing Agreement (the "Sale and Servicing Agreement"), dated as of April July 1, 2005, as amended (the “Purchase Agreement”), 2006 between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, and the Servicer, as servicer, solely insofar as the Purchase Sale and Servicing Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 Purchase 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