Common use of Assignment and Conveyance Clause in Contracts

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

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

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Fifth Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment No. 1 to the Mortgage Loan Purchase and Warranties Agreement, dated as of March 29, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Sale Purchase and Servicing Agreement (the “Sale and Servicing Warranties Agreement”), dated as of June 1, 2006 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Sale and Servicing Purchase Agreement relates to the Mortgage Loans. 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 (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing Agreement Purchase Agreements 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 applicable Purchase Agreement.. Recognition of the Company

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

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

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

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Fifth Amended and Restated Mortgage Loan Sale Purchase and Servicing Warranties Agreement (the “Sale and Servicing "Purchase Agreement”"), dated as of June 1, 2006 2005, between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Sale and Servicing Purchase Agreement relates to the Mortgage Loans. 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 (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing 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 all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans mortgage loans listed 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 Fifth Amended and Restated Mortgage Loan Sale Master Seller’s Warranties and Servicing Agreement dated as of April 1, 2006 (the “Sale and Servicing AgreementSWSA”), dated as of June 1, 2006 between the Assignor, as purchaser (the “Purchaser”), and the Company, as sellerservicer, solely insofar as the Sale and Servicing Agreement SWSA relates to the Mortgage Loans. In connection with the transfer of the Mortgage Loans hereunder, the Company agrees that, from and after the date 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 (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing 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 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 on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Fifth Second Amended and Restated Mortgage Loan Sale and Servicing Agreement (the “Sale and Servicing Agreement”), dated as of June July 1, 2006 2006, between the Assignor, as purchaser (the “Purchaser”), and the Company, as sellerseller and as servicer, solely insofar as the Sale and Servicing Agreement relates to the Mortgage Loans. The Assignee hereby accepts such assignment from the Assignor (the “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 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 all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Fifth Amended and Restated Flow Mortgage Loan Sale Purchase and Servicing Agreement (the “Sale and Servicing Warranties Agreement”), dated as of June September 1, 2006 2004, 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 Sale and Servicing Purchase Agreement relates to the Mortgage Loans. 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 (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing 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 all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Fifth Fourth Amended and Restated Mortgage Loan Sale Purchase and Servicing Warranties Agreement (the “Sale and Servicing "Purchase Agreement”"), dated as of June July 1, 2006 2006, between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Sale and Servicing Purchase Agreement relates to the Mortgage Loans. 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 (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing 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 all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Fifth Second Amended and Restated Mortgage Loan Sale Purchase and Servicing Warranties Agreement (the “Sale and Servicing "Purchase Agreement”"), dated as of June July 1, 2006 2006, between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Sale and Servicing Purchase Agreement relates to the Mortgage Loans. 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 (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing 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 Fifth Amended and Restated Master Mortgage Loan Sale Purchase and Interim Servicing Agreement (the “Sale and Servicing Agreement”), dated as of June 1, 2006 2006, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Sale and Servicing Purchase Agreement relates to the Mortgage LoansLoans 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 (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing 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 all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans mortgage loans listed 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 Fifth Amended and Restated Mortgage Loan Sale Master Seller's Warranties and Servicing Agreement (the “Sale and Servicing Agreement”), dated as of June April 1, 2006 (the "SWSA"), between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as sellerservicer, solely insofar as the Sale and Servicing Agreement SWSA relates to the Mortgage Loans. In connection with the transfer of the Mortgage Loans hereunder, the Company agrees that, from and after the date 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 (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing 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 all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans mortgage loans listed on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Fifth Amended and Restated Mortgage Loan Sale Master Seller's Warranties and Servicing Agreement (the “Sale and Servicing Agreement”), dated as of June April 1, 2006 (the "SWSA"), between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as sellerservicer, solely insofar as the Sale and Servicing Agreement SWSA relates to the Mortgage Loans. In connection with the transfer of the Mortgage Loans hereunder, the Company agrees that, from and after the date 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 (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing 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 Fifth Amended and Restated Master Mortgage Loan Sale Purchase and Interim Servicing Agreement dated as of March 1, 2005, as amended (the “Sale and Servicing Purchase Agreement”), dated as of June 1, 2006 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 Sale and Servicing Purchase Agreement relates to the Mortgage LoansLoans 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 (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing 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 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 Fifth Amended and Restated Flow Mortgage Loan Sale Purchase and Servicing Agreement (the “Sale and Servicing Warranties Agreement”), dated as of June May 1, 2006 (the "Purchase Agreement"), between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Sale and Servicing Purchase Agreement relates to the Mortgage Loans. 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 (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing 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 all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Fifth First Amended and Restated Mortgage Loan Sale and Servicing Agreement (the “"Sale and Servicing Agreement”"), dated as of June December 1, 2006 2005, between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Sale and Servicing Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement.. Recognition of the Company

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed 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 Fifth Amended and Restated Master Mortgage Loan Sale Purchase and Interim Servicing Agreement (the “Sale and Servicing Agreement”), dated as of June 1, 2006 between 2006, as amended (the “Purchase Agreement”), 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 Sale and Servicing Purchase Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing 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 all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Fifth Amended and Restated Mortgage Loan Sale Purchase and Servicing Warranties Agreement (the “Sale and Servicing "Purchase Agreement”"), dated as of June December 1, 2006 2005, between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Sale and Servicing Purchase Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing 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 all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Fifth Third Amended and Restated Mortgage Loan Sale Purchase and Servicing Warranties Agreement (the “Sale and Servicing "Purchase Agreement”"), dated as of June August 1, 2006 2006, between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Sale and Servicing Purchase Agreement relates to the Mortgage Loans. 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 (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing 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 all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Fifth Third Amended and Restated Mortgage Loan Sale Flow Seller’s Warranties and Servicing Agreement (the “Sale and Servicing Agreement”), dated as of June September 1, 2006 2007, between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Sale and Servicing Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement.

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

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

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 Fifth Amended and Restated Master Mortgage Loan Sale Purchase and Servicing Agreement (the “Sale and Servicing Agreement”), dated as of June 1, 2006 2004, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Sale and Servicing Purchase Agreement relates to the Mortgage LoansLoans 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 (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing 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 all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Fifth Second Amended and Restated Mortgage Loan Sale Purchase and Servicing Warranties Agreement (the “Sale and Servicing "Purchase Agreement”"), dated as of June February 1, 2006 2006, between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Sale and Servicing Purchase Agreement relates to the Mortgage Loans. 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 (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing 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 all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Fifth Amended and Restated Mortgage Loan Sale and Servicing Agreement (the “"Sale and Servicing Agreement”"), dated as of June July 1, 2006 between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, and the Servicer, as servicer, solely insofar as the Sale and Servicing Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement.. Recognition of the Company

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

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

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

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Fifth Eighth Amended and Restated Mortgage Loan Sale Purchase and Servicing Agreement (the “Sale and Servicing Warranties Agreement”), dated as of June August 1, 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 Sale and Servicing Purchase Agreement relates to the Mortgage Loans. 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 (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing 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 all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A I (the “"Mortgage Loans”") and (b) except as described below, all of its rights and obligations under that certain Fifth Amended and Restated Mortgage Loan Sale and And Servicing Agreement (the “"Sale and Servicing Agreement”"), dated as of June August 1, 2006 2005, between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as sellerseller and servicer, solely insofar as the Sale and Servicing Agreement relates to the Mortgage LoansLoans (the "First Assignment and Assumption"). The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 7.05 7.04 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement.

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

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 Fifth Amended and Restated Master Mortgage Loan Sale Purchase and Interim Servicing Agreement dated as of March 1, 2005, as amended and restated on April 1, 2007 (the “Sale and Servicing Purchase Agreement”), dated as of June 1, 2006 between among the Assignor, as purchaser (the “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 Sale and Servicing Purchase Agreement relates to the Mortgage LoansLoans 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 (a) Subsection 7.05 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing 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 all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A I (the “Mortgage Loans”) and (b) except as described below, all of its rights and obligations under that certain Fifth Amended and Restated Mortgage Loan Sale and And Servicing Agreement (the “Sale and Servicing Agreement”), dated as of June August 1, 2006 2005, between the Assignor, as purchaser (the “Purchaser”), and the Company, as sellerseller and servicer, solely insofar as the Sale and Servicing Agreement relates to the Mortgage LoansLoans (the “First Assignment and Assumption”). The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 7.05 7.04 of the Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement.

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

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