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 (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "MORTGAGE LOAN SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of June 1, 2003, as amended (the "PURCHASE AGREEMENT"), between the Assignor, as initial purchaser (the "PURCHASER"), and the Company, as seller and interim servicer, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. 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 as being originated by Long Beach Mortgage Company (the Company “Company”) on the schedule (the "MORTGAGE LOAN SCHEDULE"“Mortgage Loan Schedule”) attached hereto as Exhibit A (the "MORTGAGE LOANS"“Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of June April 1, 2003, 2005 as amended (the "PURCHASE AGREEMENT"“Purchase Agreement”), between the Assignor, as initial purchaser (the "PURCHASER"“Purchaser”), and the Company, as seller and interim servicerseller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase 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 (xa) 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) under, except as described below, that certain Master Mortgage Loan Purchase Seller’s Purchase, Warranties and Interim Servicing Agreement dated as of June May 1, 2003, 2004 as amended by Amendment Number One dated as of April 8, 2005 (the "PURCHASE AGREEMENT"“Purchase Agreement”), between the Assignor, as initial purchaser (the "PURCHASER"“Purchaser”), and the Company, as seller and interim servicerseller, solely insofar as the Purchase Agreement relates to the mortgage loans set forth on the schedule (the “Mortgage Loans Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (yb) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. RECOGNITION OF THE COMPANYRecognition 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 as being originated by the Company on the schedule (the "MORTGAGE LOAN SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of June 1, 2003, as amended (the "PURCHASE AGREEMENT"), between the Assignor, as initial purchaser (the "PURCHASER"), and the Company, as seller and interim servicer, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. RECOGNITION OF THE COMPANYCOMPANY --------------------------

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 Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of June September 1, 20032004, as amended (the "PURCHASE AGREEMENT"), between the Assignor, as initial purchaser (the "PURCHASER"), and the Company, as seller and interim servicerseller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase 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 as being originated by the Company on the schedule (the "MORTGAGE LOAN SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of June March 1, 20032004, as amended by that certain Amendment Number One dated October 29, 2004 (the "PURCHASE AGREEMENT"), between the Assignor, as initial purchaser (the "PURCHASER"), and the Company, as seller and interim servicerseller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase 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 as being originated by the Company on the schedule (the "MORTGAGE LOAN SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of June February 1, 2003, as amended (the "PURCHASE AGREEMENT"), between the Assignor, as initial purchaser (the "PURCHASER"), and the Company, as seller and interim servicer, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. 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 as being originated by the Company on the schedule (the "MORTGAGE LOAN SCHEDULE"“Mortgage Loan Schedule”) attached hereto as Exhibit A (the "MORTGAGE LOANS"“Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of June February 1, 2003, 2004 as amended (the "PURCHASE AGREEMENT"“Purchase Agreement”), between among the Assignor, as initial purchaser (the "PURCHASER"“Purchaser”), and the Company, as seller and ResMae Mortgage Corporation as interim servicer, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. RECOGNITION OF THE COMPANYRecognition 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 as being originated by the Company on the schedule (the "MORTGAGE LOAN SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of June May 1, 2003, 2003 as amended (the "PURCHASE AGREEMENT"), between the Assignor, as initial purchaser (the "PURCHASER"), and the Company, as seller and interim servicerseller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase 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 as being originated by the Company on the schedule (the "MORTGAGE LOAN SCHEDULE"“Mortgage Loan Schedule”) attached hereto as Exhibit A (the "MORTGAGE LOANS"“Mortgage Loans”) and (b) except as described below, that certain Second Amended and Restated Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of June July 1, 20032007, as amended (the "PURCHASE AGREEMENT"“Purchase Agreement”), between the Assignor, as initial purchaser (the "PURCHASER"“Purchaser”), and the Company, as seller and interim servicer, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans 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 as being originated by the Company on the schedule (the "MORTGAGE LOAN SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of June March 1, 20032004, as amended (the "PURCHASE AGREEMENT"), between the Assignor, as initial purchaser (the "PURCHASER"), and the Company, as seller and interim servicer, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. RECOGNITION OF THE COMPANY

Assignment and Conveyance. 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 as being originated by the Company on the schedule (the "MORTGAGE LOAN SCHEDULE"“Mortgage Loan Schedule”) attached hereto as Exhibit A (the "MORTGAGE LOANS"“Mortgage Loans”) and (b) except as described below, that certain Amended and Restated Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of June March 1, 20032005, as amended and restated on April 1, 2007 (the "PURCHASE AGREEMENT"“Purchase Agreement”), between among the Assignor, as initial purchaser (the "PURCHASER"“Purchaser”), and the Company, as seller and interim servicercertain Affiliates of the Company and the related Assignment and Conveyance Agreement (attached hereto as Exhibit B), solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. RECOGNITION OF THE COMPANYRecognition 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 as being originated by the Company on the schedule (the "MORTGAGE LOAN SCHEDULE"“Mortgage Loan Schedule”) attached hereto as Exhibit A (the "MORTGAGE LOANS"“Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of June March 1, 20032004, as amended (the "PURCHASE AGREEMENT"“Purchase Agreement”), between the Assignor, as initial purchaser (the "PURCHASER"“Purchaser”), and the Company, as seller and interim servicer, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. RECOGNITION OF THE COMPANYRecognition of the Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (xa) 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) under, except as described below, that certain Master Mortgage Loan Purchase Seller’s Purchase, Warranties and Interim Servicing Agreement dated as of June May 1, 2003, 2004 as amended by Amendment Number One dated as of June 3, 2004 and Amendment Number Two dated as of October 28, 2004 (the "PURCHASE AGREEMENT"“Purchase Agreement”), between the Assignor, as initial purchaser (the "PURCHASER"“Purchaser”), and the Company, as seller and interim servicerseller, solely insofar as the Purchase Agreement relates to the mortgage loans set forth on the schedule (the “Mortgage Loans Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (yb) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. RECOGNITION OF THE COMPANYRecognition 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 as being originated by the Company on the schedule (the "MORTGAGE LOAN SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement Agreements dated as of June January 1, 20032005, February 1, 1005 and March 1, 2005 as amended (the "PURCHASE AGREEMENTAGREEMENTS"), between the Assignor, as initial purchaser (the "PURCHASER"), and the Company, as seller and interim servicerseller, solely insofar as the Purchase Agreement Agreements relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementAgreements. Notwithstanding the foregoing, however, such assignment shall not include any Servicing Rights with respect to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement Agreements which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. RECOGNITION OF THE COMPANY