Common use of Assignment and Conveyance Clause in Contracts

Assignment and Conveyance. 1. 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 Third Amended and Restated Mortgage Loan Purchase and Warranties Agreement (the “Purchase and Warranties Agreement”), dated as of June 1, 2006, between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase and Warranties 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 9.05 of the Purchase and Warranties Agreement or (b) any mortgage loans subject to the Purchase and Warranties 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. 1. (a) 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 Third Second Amended and Restated Mortgage Loan Purchase Sale and Warranties Servicing Agreement (the “Purchase Sale and Warranties Servicing Agreement”), dated as of June July 1, 2006, between the Assignor, as purchaser (the “Purchaser”), and the Company, as sellerseller and as servicer, solely insofar as the Purchase Sale and Warranties 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 9.05 7.05 of the Purchase Sale and Warranties Servicing Agreement or (b) any mortgage loans subject to the Purchase Sale and Warranties 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. 1. (a) 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, all of its rights and obligations under that certain Third Second Amended and Restated Mortgage Loan Purchase and Warranties Servicing Agreement (the “Purchase and Warranties Agreement”), dated as of June 1, 2006, between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase and Warranties 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 9.05 of the Purchase and Warranties Agreement or (b) any mortgage loans subject to the Purchase and Warranties 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. 1. 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 and (b) except as described below, that certain Third Amended and Restated Flow Mortgage Loan Purchase and Warranties Agreement (the “Purchase and Warranties Agreement”), dated as of June May 1, 20062006 (the "Purchase Agreement"), between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase and Warranties 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 9.05 of the Purchase and Warranties Agreement or (b) any mortgage loans subject to the Purchase and Warranties 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. 1. 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 Third First Amended and Restated Mortgage Loan Purchase and Warranties Agreement (the “Purchase and Warranties Agreement”), dated as of June November 1, 20062005, between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase and Warranties 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 9.05 of the Purchase and Warranties Agreement or (b) any mortgage loans subject to the Purchase and Warranties 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. 1. 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 Third Amended Master Seller's Warranties and Restated Mortgage Loan Purchase and Warranties Servicing Agreement (the “Purchase and Warranties Agreement”), dated as of June April 1, 20062006 (the "SWSA"), between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as sellerservicer, solely insofar as the Purchase and Warranties 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 9.05 of the Purchase and Warranties Agreement or (b) any mortgage loans subject to the Purchase and Warranties Agreement SWSA which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company.

Assignment and Conveyance. 1. A. 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 Third Amended and Restated Master Mortgage Loan Purchase and Warranties Servicing Agreement dated as of January 1, 2007 (the “Purchase and Warranties Agreement”), dated as of June 1, 2006, between among the Assignor, as initial purchaser (the “Purchaser”), and the Company, as seller and servicer and Auburn Funding LLC, as seller, and any related Assignment and Conveyance Agreements as defined in the Purchase Agreement, solely insofar as the Purchase and Warranties 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 9.05 of the Purchase and Warranties Agreement or (b) any mortgage loans subject to the Purchase and Warranties 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. 1. 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 on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) including, without limitation, interest and principal payments after July 1, 2005 and (b) except as described below, that certain Third Amended and Restated Flow Mortgage Loan Purchase and Warranties Agreement (the “Purchase and Warranties Agreement”), dated as of June 1February 27, 20062004, as amended by Amendment No. 1 thereto, dated as of November 29, 2004 (as so amended, the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase and Warranties 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 (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 9.05 of the Purchase and Warranties Agreement or (b) any mortgage loans subject to the Purchase and Warranties Agreement which that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 12 and Subsection 13.01 of the Purchase Agreement. Recognition of the Company

Assignment and Conveyance. 1. 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 on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") including, without limitation, interest and principal payments after April 1, 2005 and (b) except as described below, that certain Third Amended and Restated Flow Mortgage Loan Purchase and Warranties Agreement (the “Purchase and Warranties Agreement”), dated as of June 1February 27, 20062004, as amended by Amendment No. 1 thereto, dated as of November 29, 2004 (as so amended, the "Purchase Agreement"), between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase and Warranties 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 (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 9.05 of the Purchase and Warranties Agreement or (b) any mortgage loans subject to the Purchase and Warranties Agreement which that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 12 and Subsection 13.01 of the Purchase Agreement. Recognition of the Company