Common use of FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT Clause in Contracts

FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT. On this ___ day of ____________, ________, Wilmington Finance Inc. (“Seller”), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of ________, 200_ (the “PPTA”), and (ii) that certain Mortgage Loan Purchase and Warranties Agreement, dated as of November 1, 2006 (the “Purchase Agreement”), do hereby sell, transfer, assign, set over and convey to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital, Inc. (“Purchaser”) as the Purchaser under the Agreements (as defined below) without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The ownership of each Mortgage Note, Mortgage and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a custodial capacity only. The PPTA and the Purchase Agreement shall collectively be referred to as the “Agreements” herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. WILMINGTON FINANCE INC. By: Name: Title: Accepted and Agreed: By: Name Title Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_____; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a CLTV of greater than ____%; (4) a FICO Score of less than ___; or (5) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $______. Each Adjustable Rate Mortgage Loan has an Index of [______]. THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated [____________ __, 20__] (“Agreement”), among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc. (“Assignor”), [____________________] (“Assignee”) and [SELLERS] (the “Company”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT. On this ___ day of ___________, 200_, [________, Wilmington Finance Inc. ____] (“Seller”), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of _________, 200__ (the “PPTA”), and (ii) that certain Third Amended and Restated Mortgage Loan Purchase and Warranties Warrants Agreement, dated as of November June 1, 2006 (the “Purchase Agreement”), do does hereby sell, transfer, assign, set over and convey to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital, Inc. (“Purchaser”) as the Purchaser under the Agreements (as defined below) without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The contents of each Servicing File required to be retained by the Interim Servicer to service the Mortgage Loans pursuant to the Interim Servicing Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Interim Servicer in its capacity as Interim Servicer for the benefit of the Purchaser as the owner thereof. The Interim Servicer’s possession of any portion of the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Interim Servicing Agreement, and such retention and possession by the Interim Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a custodial capacity only. The PPTA and the Purchase Agreement shall collectively be referred to as the “Agreements” herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. WILMINGTON FINANCE INC. By: Name: Title: Accepted and Agreed: By: Name Title Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_____; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a CLTV of greater than ____%; (4) a FICO Score of less than ___; or (5) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $______. Each Adjustable Rate Mortgage Loan has an Index of [______]. THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated [____________ __, 20__] (“Agreement”), among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc. (“Assignor”), [____________________] (“Assignee”) and [SELLERS] (the “Company”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:.

FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT. On this ___ day of __________, ____, ________, Wilmington Finance Inc. ___________ NC Capital Corporation (“Seller”), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of ___________, 200_____ (the “PPTA”), and (ii) that certain Fifth Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of November March 1, 2006 (the “Purchase Agreement”), do does hereby sell, transfer, assign, set over and convey to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Mortgage Capital, Capital Inc. (“Purchaser”) as the Purchaser under the Agreements (as defined below) ), without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Servicing Rights, and the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The contents of each Servicing File required to be retained by New Century Mortgage Corporation (“Servicer”), as Originator/Servicer under that certain Amended and Restated Interim Servicing Agreement, dated as of December 1, 2005 (the “Servicing Agreement”) to service the Mortgage Loans pursuant to the Servicing Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Servicer for the benefit of the Purchaser as the owner thereof. The Servicer’s possession of any portion of the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Servicing Agreement, and such retention and possession by the Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage Mortgage, the Servicing Rights and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller or the Servicer shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a such custodial capacity only. The PPTA PPTA, the Purchase Agreement and the Purchase Servicing Agreement shall collectively be referred to as the “Agreements” herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. WILMINGTON FINANCE INC. [SELLER] By: :_______________________________ Name: :_____________________________ Title: :______________________________ [SERVICER] By:_______________________________ Name:_____________________________ Title:______________________________ Accepted and Agreed: M▇▇▇▇▇ S▇▇▇▇▇▇ MORTGAGE CAPITAL INC. By: Name Title :_______________________________ Name:_____________________________ Title:_______________________________ Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_________; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a CLTV of greater than _____%; (4) a FICO Score of less than ___; or (5) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $_________. Each Adjustable Rate Mortgage Loan has an Index of [_______]. THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated [____________ __, 20__] (“Agreement”), among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc. (“Assignor”), [____________________] (“Assignee”) and [SELLERS] (the “Company”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:SECTION 1. DEFINITIONS.

FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT. On this ___ day of ___________, 200_, [________, Wilmington Finance Inc. ____] (“Seller”), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of _________, 200__ (the “PPTA”), and (ii) that certain Fifth Amended and Restated Mortgage Loan Purchase and Warranties Warrants Agreement, dated as of November April 1, 2006 2007 (the “Purchase Agreement”), do does hereby sell, transfer, assign, set over and convey to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Mortgage Capital, Inc. (“Purchaser”) as the Purchaser under the Agreements (as defined below) without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The ownership of each Mortgage Note, Mortgage and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a custodial capacity only. The PPTA and the Purchase Agreement shall collectively be referred to as the “Agreements” herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. WILMINGTON FINANCE INC. By: Name: Title: Accepted and Agreed: By: Name Title Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_____; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a CLTV of greater than ____%; (4) a FICO Score of less than ___; or (5) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $______. Each Adjustable Rate Mortgage Loan has an Index of [______]. THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated [____________ __, 20__] (“Agreement”), among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc. (“Assignor”), [____________________] (“Assignee”) and [SELLERS] (the “Company”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:.

FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT. On this ___ day of ____________, ________, Wilmington Finance Inc. (“Seller”), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of ________, 200_ (the “PPTA”), and (ii) that certain Mortgage Loan Purchase and Warranties Agreement, dated as of November 1, 2006 (the “Purchase Agreement”), do hereby sell, transfer, assign, set over and convey to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital, Inc. (“Purchaser”) as the Purchaser under the Agreements (as defined below) without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The ownership of each Mortgage Note, Mortgage and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a custodial capacity only. The PPTA and the Purchase Agreement shall collectively be referred to as the “Agreements” herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. WILMINGTON FINANCE INC. By: _______________________________________ Name: ________________________________ Title: ________________________________ Accepted and Agreed: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MORTGAGE CAPITAL INC. Name: Title: Accepted and Agreed: By: Name Title Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_____; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a CLTV of greater than ____%; (4) a FICO Score of less than ___; or (5) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $______. Each Adjustable Rate Mortgage Loan has an Index of [______]. THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated [____________ __, 20__] (“Agreement”), among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc. (“Assignor”), [____________________] (“Assignee”) and [SELLERS] (the “Company”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT. On this ___ day of __________, ____, ________, Wilmington Finance Inc. ___________ NC Capital Corporation (“Seller”), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of ___________, 200_____ (the “PPTA”), and (ii) that certain Sixth Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of November May 1, 2006 (the “Purchase Agreement”), do does hereby sell, transfer, assign, set over and convey to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Mortgage Capital, Capital Inc. (“Purchaser”) as the Purchaser under the Agreements (as defined below) ), without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Servicing Rights, and the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The contents of each Servicing File required to be retained by New Century Mortgage Corporation (“Servicer”), as Originator/Servicer under that certain Amended and Restated Interim Servicing Agreement, dated as of December 1, 2005 (the “Servicing Agreement”) to service the Mortgage Loans pursuant to the Servicing Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Servicer for the benefit of the Purchaser as the owner thereof. The Servicer’s possession of any portion of the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Servicing Agreement, and such retention and possession by the Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage Mortgage, the Servicing Rights and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller or the Servicer shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a such custodial capacity only. The PPTA PPTA, the Purchase Agreement and the Purchase Servicing Agreement shall collectively be referred to as the “Agreements” herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. WILMINGTON FINANCE INC. [SELLER] By: :_______________________________________ Name: :_____________________________________ Title: :______________________________________ [SERVICER] By:_______________________________________ Name:_____________________________________ Title:______________________________________ Accepted and Agreed: M▇▇▇▇▇ S▇▇▇▇▇▇ MORTGAGE CAPITAL INC. By: Name Title :_______________________________ Name:_____________________________ Title:______________________________ Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_________; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a CLTV of greater than _____%; (4) a FICO Score of less than ___; or (5) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $_________. Each Adjustable Rate Mortgage Loan has an Index of [_______]. THIS ASSIGNMENT **SEND VIA EMAIL TO D▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ AND RECOGNITION AGREEMENTVIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW Deutsche Bank National Trust Company, dated [____________ __, 20__] (“Agreement”), among as trustee 1▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Santa Ana, California 92705 Email: D▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ Mortgage Capital Inc. Attn.: Trust & Securities Services - MS07C1 RE: **Additional Form [10-D] [10-K] [8-K] Disclosure** Required Ladies and Gentlemen: In accordance with Section 8.12 of the Pooling and Servicing Agreement (the “AssignorAgreement”), dated as of January 1, 2007, among M▇▇▇▇▇ S▇▇▇▇▇▇ ABS Capital I Inc., as depositor, Saxon Mortgage Services, Inc., as a servicer (“Saxon”), Countrywide Home Loans Servicing LP, as a servicer (“Countrywide Servicing”; together with Saxon, the “Servicers”), NC Capital Corporation, as responsible party, and Deutsche Bank National Trust Company, as trustee, the undersigned, as [_________________________] (“Assignee”) and hereby notifies you that certain events have come to our attention that we are required to report to you for disclosure on Form [SELLERS10-D] ([10-K] [8-K]. Description of additional Form [10-D] [10-K] [8-K] Disclosure: List of any attachments hereto to be included in the “Company”): For and in consideration Additional Form [10-D] [10-K] [8-K] Disclosure: Each of the sum of TEN DOLLARS ($10.00) and other valuable consideration attachments hereto is being transmitted to the receipt and sufficiency of which hereby are acknowledgedTrustee in an E▇▇▇▇-compatible format. Any inquiries related to this notification should be directed to [_________________] phone number [___________________]; email address [______________________]. [NAME OF PARTY], and of the mutual covenants herein contained, the parties hereto hereby agree as followsAs [Role] By:_____________________________ Name:

FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT. On this ___ day of __________, ____, ________, Wilmington Finance Inc. ___________ NC Capital Corporation (“Seller”), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of ___________, 200_____ (the “PPTA”), and (ii) that certain Sixth Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of November May 1, 2006 (the “Purchase Agreement”), do does hereby sell, transfer, assign, set over and convey to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Mortgage Capital, Capital Inc. (“Purchaser”) as the Purchaser under the Agreements (as defined below) ), without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Servicing Rights, and the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The contents of each Servicing File required to be retained by New Century Mortgage Corporation (“Servicer”), as Originator/Servicer under that certain Amended and Restated Interim Servicing Agreement, dated as of December 1, 2005 (the “Servicing Agreement”) to service the Mortgage Loans pursuant to the Servicing Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Servicer for the benefit of the Purchaser as the owner thereof. The Servicer’s possession of any portion of the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Servicing Agreement, and such retention and possession by the Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage Mortgage, the Servicing Rights and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller or the Servicer shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a such custodial capacity only. The PPTA PPTA, the Purchase Agreement and the Purchase Servicing Agreement shall collectively be referred to as the “Agreements” herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. WILMINGTON FINANCE INC. [SELLER] By: :_______________________________________ Name: :_____________________________________ Title: :______________________________________ [SERVICER] By:_______________________________________ Name:_____________________________________ Title:______________________________________ Accepted and Agreed: M▇▇▇▇▇ S▇▇▇▇▇▇ MORTGAGE CAPITAL INC. By: Name Title :_______________________________ Name:_____________________________ Title:______________________________ Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_________; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a CLTV of greater than _____%; (4) a FICO Score of less than ___; or (5) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $_________. Each Adjustable Rate Mortgage Loan has an Index of [_______]. THIS ASSIGNMENT **SEND VIA EMAIL TO D▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ AND RECOGNITION AGREEMENTVIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW Deutsche Bank National Trust Company, dated [____________ __, 20__] (“Agreement”), among as trustee 1▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Santa Ana, California 92705 Email: D▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ Mortgage Capital Inc. Attn.: Trust & Securities Services - MS06C5 RE: **Additional Form [10-D] [10-K] [8-K] Disclosure** Required Ladies and Gentlemen: In accordance with Section 8.12 of the Pooling and Servicing Agreement (the “AssignorAgreement”), dated as of November 1, 2006, among M▇▇▇▇▇ S▇▇▇▇▇▇ ABS Capital I Inc., as depositor, New Century Mortgage Corporation, as a servicer, Countrywide Home Loans Servicing LP, as a servicer, NC Capital Corporation, as responsible party, and Deutsche Bank National Trust Company, as trustee, the undersigned, as [_________________________] (“Assignee”) and hereby notifies you that certain events have come to our attention that we are required to report to you for disclosure on Form [SELLERS10-D] ([10-K] [8-K]. Description of additional Form [10-D] [10-K] [8-K] Disclosure: List of any attachments hereto to be included in the “Company”): For and in consideration Additional Form [10-D] [10-K] [8-K] Disclosure: Each of the sum of TEN DOLLARS ($10.00) and other valuable consideration attachments hereto is being transmitted to the receipt and sufficiency of which hereby are acknowledgedTrustee in an E▇▇▇▇-compatible format. Any inquiries related to this notification should be directed to [_________________] phone number [___________________]; email address [______________________]. [NAME OF PARTY], and of the mutual covenants herein contained, the parties hereto hereby agree as followsAs [Role] By: Name:

FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT. On this ___ th day of ___________, 200_, ________, Wilmington Finance Inc. WMC Mortgage Corp. (“Seller”), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of ________, 200_ (the “PPTA”), and (ii) that certain Second Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of November October 1, 2006 2005 (the “Purchase Agreement”), do and (iii) that certain Interim Servicing Agreement, dated as of April 1, 2004, as amended by Amendment No. 1, dated as of October 29, 2004, and Amendment No. 2, dated as of February 28, 2005 (the “Interim Servicing Agreement” and, together with the PPTA and the Purchase Agreement, the “Agreements”) does hereby sell, transfer, assign, set over and convey to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Mortgage Capital, Inc. (“Purchaser”) as the Purchaser under the Agreements (as defined below) without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The contents of each Servicing File required to be retained by WMC Mortgage Corp. or its designee, as interim servicer (“Interim Servicer”) to service the Mortgage Loans pursuant to the Interim Servicing Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Interim Servicer in its capacity as interim servicer for the benefit of the Purchaser as the owner thereof. The Interim Servicer’s possession of any portion of the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Interim Servicing Agreement, and such retention and possession by the Interim Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller or the Interim Servicer shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a such custodial capacity only. The PPTA and the Purchase Agreement shall collectively be referred to as the “Agreements” herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing foregoing, the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. WILMINGTON FINANCE INCWMC MORTGAGE CORP. By: Name: Title: Accepted and Agreed: By: Name Title Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_____; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a CLTV of greater than ____%; (4) a FICO Score of less than ___; or (5) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $______. Each Adjustable Rate Mortgage Loan has an Index of [______]_______________________ Name: _________________________________ Title: __________________________________ Accepted and Agreed: M▇▇▇▇▇ S▇▇▇▇▇▇ MORTGAGE CAPITAL INC. By: ________________________________ Name: Title: THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated [____________ __, 20__] (“Agreement”), among ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Mortgage Capital Inc. (“Assignor”), [____________________] (“Assignee”) and [SELLERSSELLER] (the “Company”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT. On this ___ day of ___________, 200_, [________, Wilmington Finance Inc. ____] (“Seller”), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of _________, 200__ (the “PPTA”), and (ii) that certain Fifth Amended and Restated Mortgage Loan Purchase and Warranties Warrants Agreement, dated as of November April 1, 2006 2007 (the “Purchase Agreement”), do does hereby sell, transfer, assign, set over and convey to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital, Inc. (“Purchaser”) as the Purchaser under the Agreements (as defined below) without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The ownership of each Mortgage Note, Mortgage and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a custodial capacity only. The PPTA and the Purchase Agreement shall collectively be referred to as the “Agreements” herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. WILMINGTON FINANCE INC. By: Name: Title: Accepted and Agreed: By: Name Title Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_____; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a CLTV of greater than ____%; (4) a FICO Score of less than ___; or (5) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $______. Each Adjustable Rate Mortgage Loan has an Index of [______]. THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated [____________ __, 20__] (“Agreement”), among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc. (“Assignor”), [____________________] (“Assignee”) and [SELLERS] (the “Company”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:.

FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT. On this ___ day of __________, ____, ________, Wilmington Finance Inc. ___________ NC Capital Corporation (“Seller”), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of ___________, 200_____ (the “PPTA”), and (ii) that certain Sixth Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of November May 1, 2006 (the “Purchase Agreement”), do does hereby sell, transfer, assign, set over and convey to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Mortgage Capital, Capital Inc. (“Purchaser”) as the Purchaser under the Agreements (as defined below) ), without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Servicing Rights, and the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The contents of each Servicing File required to be retained by New Century Mortgage Corporation (“Servicer”), as Originator/Servicer under that certain Amended and Restated Interim Servicing Agreement, dated as of December 1, 2005 (the “Servicing Agreement”) to service the Mortgage Loans pursuant to the Servicing Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Servicer for the benefit of the Purchaser as the owner thereof. The Servicer’s possession of any portion of the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Servicing Agreement, and such retention and possession by the Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage Mortgage, the Servicing Rights and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller or the Servicer shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a such custodial capacity only. The PPTA PPTA, the Purchase Agreement and the Purchase Servicing Agreement shall collectively be referred to as the “Agreements” herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. WILMINGTON FINANCE INC. [SELLER] By: :__________________________________ Name: :________________________________ Title: :_________________________________ [SERVICER] By:__________________________________ Name:________________________________ Title:_________________________________ Accepted and Agreed: M▇▇▇▇▇ S▇▇▇▇▇▇ MORTGAGE CAPITAL INC. By: Name Title :__________________________________ Name:______________________________ Title:_______________________________ Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_________; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a CLTV of greater than _____%; (4) a FICO Score of less than ___; or (5) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $_________. Each Adjustable Rate Mortgage Loan has an Index of [_______]. THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated [____________ __, 20__] (“Agreement”), among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc. (“Assignor”), [____________________] (“Assignee”) and [SELLERS] (the “Company”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:SECTION 1. DEFINITIONS.

FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT. On this ___ day of ____________, ________, Wilmington Finance Inc. (“Seller”), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of ________, 200_ (the “PPTA”), and (ii) that certain Mortgage Loan Purchase and Warranties Agreement, dated as of November 1, 2006 (the “Purchase Agreement”), do hereby sell, transfer, assign, set over and convey to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital, Inc. (“Purchaser”) as the Purchaser under the Agreements (as defined below) without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The ownership of each Mortgage Note, Mortgage and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a custodial capacity only. The PPTA and the Purchase Agreement shall collectively be referred to as the “Agreements” herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. WILMINGTON FINANCE INC. By: :_________________________________ Name: :_______________________________ Title: :________________________________ Accepted and Agreed: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MORTGAGE CAPITAL INC. By: Name Title :______________________________ Name:____________________________ Title:_____________________________ Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_____; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a CLTV of greater than ____%; (4) a FICO Score of less than ___; or (5) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $______. Each Adjustable Rate Mortgage Loan has an Index of [______]. THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated [____________ __, 20__] (“Agreement”), among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc. (“Assignor”), [____________________] (“Assignee”) and [SELLERS] (the “Company”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT. On this ___ day of ____________, ________, Wilmington Finance Inc. (“Seller”), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of ________, 200_ (the “PPTA”), and (ii) that certain Mortgage Loan Purchase and Warranties Agreement, dated as of November 1, 2006 (the “Purchase Agreement”), do hereby sell, transfer, assign, set over and convey to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital, Inc. (“Purchaser”) as the Purchaser under the Agreements (as defined below) without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The ownership of each Mortgage Note, Mortgage and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a custodial capacity only. The PPTA and the Purchase Agreement shall collectively be referred to as the “Agreements” herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. WILMINGTON FINANCE INC. By: ______________________________ Name: ________________________ Title: _________________________ Accepted and Agreed: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MORTGAGE CAPITAL INC. Name: Title: Accepted and Agreed: By: Name Title Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_____; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a CLTV of greater than ____%; (4) a FICO Score of less than ___; or (5) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $______. Each Adjustable Rate Mortgage Loan has an Index of [______]. THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated [____________ __, 20__] (“Agreement”), among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc. (“Assignor”), [____________________] (“Assignee”) and [SELLERS] (the “Company”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT. On this ___ day of __________, ____, ________, Wilmington Finance Inc. ___________ NC Capital Corporation (“Seller”), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of ___________, 200_____ (the “PPTA”), and (ii) that certain Third Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of November December 1, 2006 2005 (the “Purchase Agreement”), do does hereby sell, transfer, assign, set over and convey to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital, Capital Inc. (“Purchaser”) as the Purchaser under the Agreements (as defined below) ), without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Servicing Rights, and the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The contents of each Servicing File required to be retained by New Century Mortgage Corporation (“Servicer”), as Originator/Servicer under that certain Amended and Restated Interim Servicing Agreement, dated as of December 1, 2005 (the “Servicing Agreement”) to service the Mortgage Loans pursuant to the Servicing Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Servicer for the benefit of the Purchaser as the owner thereof. The Servicer’s possession of any portion of the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Servicing Agreement, and such retention and possession by the Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage Mortgage, the Servicing Rights and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller or the Servicer shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a such custodial capacity only. The PPTA PPTA, the Purchase Agreement and the Purchase Servicing Agreement shall collectively be referred to as the “Agreements” herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. WILMINGTON FINANCE INC. By: Name: Title: Accepted and Agreed: By: Name Title Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_____; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a CLTV of greater than ____%; (4) a FICO Score of less than ___; or (5) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $______. Each Adjustable Rate Mortgage Loan has an Index of [______]. THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated [____________ __, 20__] (“Agreement”), among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc. (“Assignor”), [____________________] (“Assignee”) and [SELLERS] (the “Company”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:.