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 Agreements dated as of January 1, 2005, February 1, 1005 and March 1, 2005 as amended (the "PURCHASE AGREEMENTS"), between the Assignor, as purchaser (the "PURCHASER"), and the Company, as seller, solely insofar as the Purchase Agreements 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 Agreements. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect 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 any mortgage loans subject to the Purchase Agreements 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 Seller's Purchase, Warranties and Interim Servicing Agreements Agreement dated as of January 1, 2005, February 1, 1005 and March 1, 2005 2004, as amended (the "PURCHASE AGREEMENTSAGREEMENT"), between the Assignor, as initial purchaser (the "PURCHASER"), and the Company, as sellerseller and interim servicer, solely insofar as the Purchase Agreements 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 Agreements. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect to the Mortgage LoansAgreement. 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 Agreements Agreement which are not the Mortgage Loans 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"“Mortgage Loan Schedule”) attached hereto as Exhibit A (the "MORTGAGE LOANS"“Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase Seller’s Purchase, Warranties and Interim Servicing Agreements Agreement dated as of January May 1, 2005, February 1, 1005 and March 1, 2005 2004 as amended (the "PURCHASE AGREEMENTS"“Purchase Agreement”), between among the Assignor, as initial purchaser (the "PURCHASER"“Purchaser”), NC Capital Corporation, as seller and the Company, as selleroriginator and servicer, solely insofar as the Purchase Agreements 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 Agreements. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect to the Mortgage LoansAgreement. 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 Agreements 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 Agreements Agreement dated as of January June 1, 20052003, February 1, 1005 and March 1, 2005 as amended (the "PURCHASE AGREEMENTSAGREEMENT"), between the Assignor, as initial purchaser (the "PURCHASER"), and the Company, as sellerseller and interim servicer, solely insofar as the Purchase Agreements 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 Agreements. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect to the Mortgage LoansAgreement. 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 Agreements 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 --------------------------

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 Agreements Agreement dated as of January 1, 2005, February 1, 1005 and March 1, 2005 2004, as amended (the "PURCHASE AGREEMENTSAGREEMENT"), between the Assignor, as initial purchaser (the "PURCHASER"), and the Company, as sellerseller and interim servicer, solely insofar as the Purchase Agreements 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 AgreementsAgreement. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans 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 Agreements Agreement dated as of January 1, 2005, February 1, 1005 and March 12003, 2005 as amended (the "PURCHASE AGREEMENTSAGREEMENT"), between among the Assignor, as initial purchaser (the "PURCHASER"), and the Company, as sellerseller and ResMae Mortgage Corporation as interim servicer, solely insofar as the Purchase Agreements 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 Agreements. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect to the Mortgage LoansAgreement. 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 Agreements 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 Agreements Agreement dated as of January 1, 2005, February 1, 1005 and March 1, 2005 2004, as amended by that certain Amendment Number One dated October 29, 2004 (the "PURCHASE AGREEMENTSAGREEMENT"), between the Assignor, as purchaser (the "PURCHASER"), and the Company, as seller, solely insofar as the Purchase Agreements 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 AgreementsAgreement. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect 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 any mortgage loans subject to the Purchase Agreements 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"“Mortgage Loan Schedule”) attached hereto as Exhibit A (the "MORTGAGE LOANS") and “Mortgage Loans”), (b) except as described below, that certain Amended and Restated Master Mortgage Loan Purchase and Interim Servicing Agreements Agreement dated as of January March 1, 2005, February as amended and restated on April 1, 1005 and March 1, 2005 as amended 2007 (the "PURCHASE AGREEMENTS"“Purchase Agreement”), between among the Assignor, as purchaser (the "PURCHASER"“Purchaser”), and the Company, as sellerseller and certain Affiliates of the Company and the related Assignment and Conveyance Agreement (attached hereto as Exhibit B), solely insofar as the Purchase Agreements Agreement relates to the Mortgage Loans and (c) that certain Guaranty Agreement, dated as of September 13, 2007 (the “Guaranty”), between H&R Block, Inc. as guarantor and the Assignor as buyer 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 Agreements. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect to the Mortgage LoansAgreement. 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 Agreements 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 SCHEDULEMortgage Loan Schedule") attached hereto as Exhibit A (the "MORTGAGE LOANSMortgage Loans") including, without limitation, principal outstanding as of, and interest due after, May 1, 2005, and (b) except as described below, that certain Master Flow Mortgage Loan Purchase and Interim Servicing Agreements Warranties Agreement, dated as of January August 1, 2005, February 1, 1005 and March 1, 2005 as amended (the "PURCHASE AGREEMENTS")2003, between the Assignor, as purchaser (in such capacity, the "PURCHASERPurchaser"), and the Company, as seller, as amended by Amendment No. 1 To Purchase Agreement, dated as of July 15, 2004, and as further amended by Amendment No. 2 To Purchase Agreement, dated as of February 1, 2005 (the "Purchase Agreement") (copies of which are attached hereto as Exhibit B), solely insofar as the Purchase Agreements 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 Agreements. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect to the Mortgage LoansAgreement. 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 Agreements which Agreement that 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 12 and Subsection 13.01 of the Purchase Agreement. RECOGNITION OF THE COMPANYRecognition 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"“Mortgage Loan Schedule”) attached hereto as Exhibit A (the "MORTGAGE LOANS"“Mortgage Loans”) and (b) except as described below, that certain Amended and Restated Master Mortgage Loan Purchase and Interim Servicing Agreements Agreement dated as of January March 1, 2005, February as amended and restated on April 1, 1005 and March 1, 2005 as amended 2007 (the "PURCHASE AGREEMENTS"“Purchase Agreement”), between among the Assignor, as purchaser (the "PURCHASER"“Purchaser”), and the Company, as sellerseller and certain Affiliates of the Company and the related Assignment and Conveyance Agreement (attached hereto as Exhibit B), solely insofar as the Purchase Agreements 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 Agreements. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect to the Mortgage LoansAgreement. 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 Agreements 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 Agreements Agreement dated as of January 1, 2005, February 1, 1005 and March 12003, 2005 as amended (the "PURCHASE AGREEMENTSAGREEMENT"), between among the Assignor, as initial purchaser (the "PURCHASER"), and the Company, as sellerseller and ResMae Service Corporation as interim servicer, solely insofar as the Purchase Agreements 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 Agreements. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect to the Mortgage LoansAgreement. 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 Agreements 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 Agreements Agreement dated as of January 1, 2005, February 1, 1005 and March 12003, 2005 as amended (the "PURCHASE AGREEMENTSAGREEMENT"), between the Assignor, as initial purchaser (the "PURCHASER"), and the Company, as sellerseller and interim servicer, solely insofar as the Purchase Agreements 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 Agreements. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect to the Mortgage LoansAgreement. 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 Agreements 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 Agreements Agreement dated as of January 1, 2005, February 1, 1005 and March 1, 2005 2004, as amended (the "PURCHASE AGREEMENTSAGREEMENT"), between the Assignor, as initial purchaser (the "PURCHASER"), and the Company, as sellerseller and interim servicer, solely insofar as the Purchase Agreements 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 Agreements. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect to the Mortgage LoansAgreement. 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 Agreements Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. RECOGNITION OF THE COMPANYCOMPANY --------------------------

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 Agreements Agreement dated as of January May 1, 2005, February 1, 1005 and March 1, 2005 2003 as amended (the "PURCHASE AGREEMENTSAGREEMENT"), between the Assignor, as purchaser (the "PURCHASER"), and the Company, as seller, solely insofar as the Purchase Agreements 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 AgreementsAgreement. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect 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 any mortgage loans subject to the Purchase Agreements 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 or Aames Capital Corporation on the schedule (the "MORTGAGE LOAN SCHEDULE"“Mortgage Loan Schedule”) attached hereto as Exhibit A (the "MORTGAGE LOANS"“Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreements Agreement dated as of January June 1, 2005, February 1, 1005 and March 1, 2005 as amended (the "PURCHASE AGREEMENTS"“Purchase Agreement”), between the Assignor, as purchaser (the "PURCHASER"“Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreements 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 Agreements. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect to the Mortgage LoansAgreement. 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 the servicing rights or any mortgage loans subject to the Purchase Agreements 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 COMPANYThe Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Section 7.01 and Section 7.02 with respect to the Company and the Mortgage Loans against the Company; provided, however, that in no event shall the Company be required to pay the Repurchase Price with respect to any Mortgage Loan more than once in connection with the repurchase of a Mortgage Loan pursuant to Section 7.03 or 7.04 of the Purchase Agreement. In addition, the right to require the Company to repurchase a Mortgage Loan shall be exercised solely by the Assignee, its successors and assigns.

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 Seller's Purchase, Warranties and Interim Servicing Agreements Agreement dated as of January 1, 2005, February 1, 1005 and March 1, 2005 2004, as amended (the "PURCHASE AGREEMENTSAGREEMENT"), between the Assignor, as initial purchaser (the "PURCHASER"), and the Company, as sellerseller and interim servicer, solely insofar as the Purchase Agreements 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 Agreements. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect to the Mortgage LoansAgreement. 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 Agreements Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. RECOGNITION OF THE COMPANYCOMPANY From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-HE1 (the "Trust") created pursuant to a Pooling and Servicing Agreement, dated as of February 1, 2006 (the "Pooling Agreement"), among the Assignee, W▇▇▇▇ Fargo Bank, N.A. as master servicer, serivcer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the "Master Servicer", "Servicer" or "Trust Administrator") and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the "Trustee"). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of the Mortgage Loans, (ii) the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, (iii) the Trust (including the Trustee and the Servicer acting on the Trust's behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement, including, without limitation, the enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in the Purchase Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Servicer acting on the Trust's behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company's performance under the Purchase Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee.

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"“Mortgage Loan Schedule”) attached hereto as Exhibit A (the "MORTGAGE LOANS"“Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreements Agreement dated as of January 1, 2005, February 1, 1005 and March 1, 2005 2004 as amended (the "PURCHASE AGREEMENTS"“Purchase Agreement”), between among the Assignor, as initial purchaser (the "PURCHASER"“Purchaser”), and the Company, as sellerseller and ResMae Mortgage Corporation as interim servicer, solely insofar as the Purchase Agreements 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 Agreements. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect to the Mortgage LoansAgreement. 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 Agreements 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.