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

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

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

FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT. On this ___ day of _______, 200_, [____________] (“Seller”), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of _________, 200__ (the “PPTA”), and (ii) that certain Third Fifth Amended and Restated Mortgage Loan Purchase and Warrants Agreement, dated as of June April 1, 2006 2007 (the “Purchase Agreement”), does hereby sell, transfer, assign, set over and convey to Xxxxxx Xxxxxxx Mortgage Capital, Inc. (“Purchaser”) as the Purchaser under the Agreements (as defined below) without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The contents of each Servicing File required to be retained by the Interim Servicer to service the Mortgage Loans pursuant to the Interim Servicing Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Interim Servicer in its capacity as Interim Servicer for the benefit of the Purchaser as the owner thereof. The Interim Servicer’s possession of any portion of the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Interim Servicing Agreement, and such retention and possession by the Interim Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a custodial capacity only. The PPTA and the Purchase Agreement shall collectively be referred to as the “Agreements” herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. [SELLER] By: ____________________________ Name: __________________________ Title: ___________________________ Accepted and Agreed: XXXXXX XXXXXXX MORTGAGE CAPITAL INC. [SELLER] By: ______________________ Name: Title: EXHIBIT A TO ASSIGNMENT AND CONVEYANCE AGREEMENT THE MORTGAGE LOANS EXHIBIT B TO ASSIGNMENT AND CONVEYANCE AGREEMENT REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE POOL CHARACTERISTICS OF EACH MORTGAGE LOAN PACKAGE Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_____; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a CLTV of greater than ____%; (4) a FICO Score of less than ___; or (5) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $______. Each Adjustable Rate Mortgage Loan has an Index of [______]. EXHIBIT C TO ASSIGNMENT AND CONVEYANCE AGREEMENT UNDERWRITING GUIDELINES

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

FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT. On this ___ day of _______, 200___, [____, ____________] _______ NC Capital Corporation (“Seller”), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of ___________, 200_____ (the “PPTA”), and (ii) that certain Third Amended and Restated Mortgage Loan Purchase and Warrants Warranties Agreement, dated as of June December 1, 2006 2005 (the “Purchase Agreement”), does hereby sell, transfer, assign, set over and convey to Xxxxxx Xxxxxxx Mortgage Capital, Capital Inc. (“Purchaser”) as the Purchaser under the Agreements (as defined below) ), without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Servicing Rights, and the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The contents of each Servicing File required to be retained by New Century Mortgage Corporation (“Servicer”), as Originator/Servicer under that certain Amended and Restated Interim Servicing Agreement, dated as of December 1, 2005 (the Interim Servicer “Servicing Agreement”) to service the Mortgage Loans pursuant to the Interim Servicing Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Interim Servicer in its capacity as Interim Servicer for the benefit of the Purchaser as the owner thereof. The Interim Servicer’s possession of any portion of the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Interim Servicing Agreement, and such retention and possession by the Interim Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage Mortgage, the Servicing Rights and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller or the Servicer shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a such custodial capacity only. The PPTA PPTA, the Purchase Agreement and the Purchase Servicing Agreement shall collectively be referred to as the “Agreements” herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. [SELLER] By: Name: Title: [SERVICER] By: Name: Title: Accepted and Agreed: XXXXXX XXXXXXX MORTGAGE CAPITAL INC. [SELLER] By: Name: Title: EXHIBIT A TO ASSIGNMENT AND CONVEYANCE AGREEMENT THE MORTGAGE LOANS EXHIBIT B TO ASSIGNMENT AND CONVEYANCE AGREEMENT REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE POOL CHARACTERISTICS OF EACH MORTGAGE LOAN PACKAGE Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_________; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a CLTV of greater than _____%; (4) a FICO Score of less than ___; or (5) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $_________. Each Adjustable Rate Mortgage Loan has an Index of [_______]. EXHIBIT C TO ASSIGNMENT AND CONVEYANCE AGREEMENT UNDERWRITING GUIDELINESGUIDELINES EXHIBIT V FORM OF ADDITIONAL DISCLOSURE NOTIFICATION **SEND VIA EMAIL TO XXXxx.Xxxxxxxxxxxxx@xx.xxx AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW Deutsche Bank National Trust Company, as trustee 0000 Xx. Xxxxxx Xxxxx Santa Ana, California 92705 Email: XXXxx.Xxxxxxxxxxxxx@xx.xxx Attn.: Trust & Securities Services RE: **Additional Form [10-D] [10-K] [8-K] Disclosure** Required Ladies and Gentlemen: In accordance with Section 8.12 of the Pooling and Servicing Agreement (the “Agreement”), dated as of March 1, 2006, among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor, HomEq Servicing Corporation, as servicer, Xxxxx Fargo Bank, N.A., as servicer, First NLC Financial Services, LLC, as responsible party, and Deutsche Bank National Trust Company, as trustee, the undersigned, as [_________________________] hereby notifies you that certain events have come to our attention that we are required to report to you for disclosure on Form [10-D] [10-K] [8-K]. Description of additional Form [10-D] [10-K] [8-K] Disclosure: List of any attachments hereto to be included in the Additional Form [10-D] [10-K] [8-K] Disclosure: Each of the attachments hereto is being transmitted to the Trustee in an XXXXX-compatible format. Any inquiries related to this notification should be directed to [_________________] phone number [___________________]; email address [______________________]. [NAME OF PARTY], As [Role] By: Name:

FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT. On this ___ day of _______, 200___, [____, ____________] _______ NC Capital Corporation (“Seller”), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of ___________, 200_____ (the “PPTA”), and (ii) that certain Third Sixth Amended and Restated Mortgage Loan Purchase and Warrants Warranties Agreement, dated as of June May 1, 2006 (the “Purchase Agreement”), does hereby sell, transfer, assign, set over and convey to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Mortgage Capital, Capital Inc. (“Purchaser”) as the Purchaser under the Agreements (as defined below) ), without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Servicing Rights, and the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The contents of each Servicing File required to be retained by New Century Mortgage Corporation (“Servicer”), as Originator/Servicer under that certain Amended and Restated Interim Servicing Agreement, dated as of December 1, 2005 (the Interim Servicer “Servicing Agreement”) to service the Mortgage Loans pursuant to the Interim Servicing Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Interim Servicer in its capacity as Interim Servicer for the benefit of the Purchaser as the owner thereof. The Interim Servicer’s possession of any portion of the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Interim Servicing Agreement, and such retention and possession by the Interim Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage Mortgage, the Servicing Rights and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller or the Servicer shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a such custodial capacity only. The PPTA PPTA, the Purchase Agreement and the Purchase Servicing Agreement shall collectively be referred to as the “Agreements” herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. [SELLER] By: :__________________________________ Name: :________________________________ Title: :_________________________________ [SERVICER] By:__________________________________ Name:________________________________ Title:_________________________________ Accepted and Agreed: XXXXXX XXXXXXX MXXXXX SXXXXXX MORTGAGE CAPITAL INC. [SELLER] By: :__________________________________ Name: :______________________________ Title: :_______________________________ EXHIBIT A TO ASSIGNMENT AND CONVEYANCE AGREEMENT THE MORTGAGE LOANS EXHIBIT B TO ASSIGNMENT AND CONVEYANCE AGREEMENT REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE POOL CHARACTERISTICS OF EACH MORTGAGE LOAN PACKAGE Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_________; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a CLTV of greater than _____%; (4) a FICO Score of less than ___; or (5) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $_________. Each Adjustable Rate Mortgage Loan has an Index of [_______]. EXHIBIT C TO ASSIGNMENT AND CONVEYANCE AGREEMENT UNDERWRITING GUIDELINESGUIDELINES EXHIBIT V WMC PURCHASE AGREEMENT SECOND AMENDED AND RESTATED MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT _________________________ MXXXXX SXXXXXX MORTGAGE CAPITAL INC., Purchaser WMC MORTGAGE CORP., Seller Dated as of October 1, 2005 _________________________ Subprime, Fixed and Adjustable Rate, Residential Mortgage Loans TABLE OF CONTENTS SECTION 1. DEFINITIONS.

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

FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT. On this ___ day of _______, 200___, [____, ____________] _______ NC Capital Corporation (“Seller”), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of ___________, 200_____ (the “PPTA”), and (ii) that certain Third Fifth Amended and Restated Mortgage Loan Purchase and Warrants Warranties Agreement, dated as of June March 1, 2006 (the “Purchase Agreement”), does hereby sell, transfer, assign, set over and convey to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Mortgage Capital, Capital Inc. (“Purchaser”) as the Purchaser under the Agreements (as defined below) ), without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Servicing Rights, and the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The contents of each Servicing File required to be retained by New Century Mortgage Corporation (“Servicer”), as Originator/Servicer under that certain Amended and Restated Interim Servicing Agreement, dated as of December 1, 2005 (the Interim Servicer “Servicing Agreement”) to service the Mortgage Loans pursuant to the Interim Servicing Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Interim Servicer in its capacity as Interim Servicer for the benefit of the Purchaser as the owner thereof. The Interim Servicer’s possession of any portion of the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Interim Servicing Agreement, and such retention and possession by the Interim Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage Mortgage, the Servicing Rights and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller or the Servicer shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a such custodial capacity only. The PPTA PPTA, the Purchase Agreement and the Purchase Servicing Agreement shall collectively be referred to as the “Agreements” herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. [SELLER] By: :_______________________________ Name: :_____________________________ Title: :______________________________ [SERVICER] By:_______________________________ Name:_____________________________ Title:______________________________ Accepted and Agreed: XXXXXX XXXXXXX MXXXXX SXXXXXX MORTGAGE CAPITAL INC. [SELLER] By: :_______________________________ Name: :_____________________________ Title: :_______________________________ EXHIBIT A TO ASSIGNMENT AND CONVEYANCE AGREEMENT THE MORTGAGE LOANS EXHIBIT B TO ASSIGNMENT AND CONVEYANCE AGREEMENT REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE POOL CHARACTERISTICS OF EACH MORTGAGE LOAN PACKAGE Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_________; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a CLTV of greater than _____%; (4) a FICO Score of less than ___; or (5) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $_________. Each Adjustable Rate Mortgage Loan has an Index of [_______]. EXHIBIT C TO ASSIGNMENT AND CONVEYANCE AGREEMENT UNDERWRITING GUIDELINESGUIDELINES SIXTH AMENDED AND RESTATED MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT MXXXXX SXXXXXX MORTGAGE CAPITAL INC., Purchaser NC CAPITAL CORPORATION, Seller Dated as of May 1, 2006 Conventional, Fixed and Adjustable Rate, B/C Residential Mortgage Loans TABLE OF CONTENTS SECTION 1. DEFINITIONS.

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

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

FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT. On this ___ day of _______, 200___, [____, ____________] _______ NC Capital Corporation (“Seller”), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of ___________, 200_____ (the “PPTA”), and (ii) that certain Third Sixth Amended and Restated Mortgage Loan Purchase and Warrants Warranties Agreement, dated as of June May 1, 2006 (the “Purchase Agreement”), does hereby sell, transfer, assign, set over and convey to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Mortgage Capital, Capital Inc. (“Purchaser”) as the Purchaser under the Agreements (as defined below) ), without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Servicing Rights, and the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The contents of each Servicing File required to be retained by New Century Mortgage Corporation (“Servicer”), as Originator/Servicer under that certain Amended and Restated Interim Servicing Agreement, dated as of December 1, 2005 (the Interim Servicer “Servicing Agreement”) to service the Mortgage Loans pursuant to the Interim Servicing Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Interim Servicer in its capacity as Interim Servicer for the benefit of the Purchaser as the owner thereof. The Interim Servicer’s possession of any portion of the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Interim Servicing Agreement, and such retention and possession by the Interim Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage Mortgage, the Servicing Rights and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller or the Servicer shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a such custodial capacity only. The PPTA PPTA, the Purchase Agreement and the Purchase Servicing Agreement shall collectively be referred to as the “Agreements” herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. [SELLER] By: :_______________________________________ Name: :_____________________________________ Title: :______________________________________ [SERVICER] By:_______________________________________ Name:_____________________________________ Title:______________________________________ Accepted and Agreed: XXXXXX XXXXXXX MXXXXX SXXXXXX MORTGAGE CAPITAL INC. [SELLER] By: :_______________________________ Name: :_____________________________ Title: :______________________________ EXHIBIT A TO ASSIGNMENT AND CONVEYANCE AGREEMENT THE MORTGAGE LOANS EXHIBIT B TO ASSIGNMENT AND CONVEYANCE AGREEMENT REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE POOL CHARACTERISTICS OF EACH MORTGAGE LOAN PACKAGE Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_________; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a CLTV of greater than _____%; (4) a FICO Score of less than ___; or (5) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $_________. Each Adjustable Rate Mortgage Loan has an Index of [_______]. EXHIBIT C TO ASSIGNMENT AND CONVEYANCE AGREEMENT UNDERWRITING GUIDELINESGUIDELINES EXHIBIT V FORM OF ADDITIONAL DISCLOSURE NOTIFICATION **SEND VIA EMAIL TO DXXxx.Xxxxxxxxxxxxx@xx.xxx AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW Deutsche Bank National Trust Company, as trustee 1000 Xx. Xxxxxx Xxxxx Santa Ana, California 92705 Email: DXXxx.Xxxxxxxxxxxxx@xx.xxx Attn.: Trust & Securities Services - MS07C1 RE: **Additional Form [10-D] [10-K] [8-K] Disclosure** Required Ladies and Gentlemen: In accordance with Section 8.12 of the Pooling and Servicing Agreement (the “Agreement”), dated as of January 1, 2007, among Mxxxxx Sxxxxxx ABS Capital I Inc., as depositor, Saxon Mortgage Services, Inc., as a servicer (“Saxon”), Countrywide Home Loans Servicing LP, as a servicer (“Countrywide Servicing”; together with Saxon, the “Servicers”), NC Capital Corporation, as responsible party, and Deutsche Bank National Trust Company, as trustee, the undersigned, as [_________________________] hereby notifies you that certain events have come to our attention that we are required to report to you for disclosure on Form [10-D] [10-K] [8-K]. Description of additional Form [10-D] [10-K] [8-K] Disclosure: List of any attachments hereto to be included in the Additional Form [10-D] [10-K] [8-K] Disclosure: Each of the attachments hereto is being transmitted to the Trustee in an EXXXX-compatible format. Any inquiries related to this notification should be directed to [_________________] phone number [___________________]; email address [______________________]. [NAME OF PARTY], As [Role] By:_____________________________ Name: EXHIBIT W-1 FORM OF SAXON SERVICER REPORTS (Available upon request) EXHIBIT W-2 FORM OF COUNTRYWIDE SERVICING SERVICER REPORTS (Available upon request) EXHIBIT X FORM OF COUNTRYWIDE AMENDMENT TO REGULATION AB

FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT. On this ___ day of _______, 200_, [____________] (“Seller”), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of _________, 200__ (the “PPTA”), and (ii) that certain Third Fifth Amended and Restated Mortgage Loan Purchase and Warrants Agreement, dated as of June April 1, 2006 2007 (the “Purchase Agreement”), does hereby sell, transfer, assign, set over and convey to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Mortgage Capital, Inc. (“Purchaser”) as the Purchaser under the Agreements (as defined below) without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The contents of each Servicing File required to be retained by the Interim Servicer to service the Mortgage Loans pursuant to the Interim Servicing Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Interim Servicer in its capacity as Interim Servicer for the benefit of the Purchaser as the owner thereof. The Interim Servicer’s possession of any portion of the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Interim Servicing Agreement, and such retention and possession by the Interim Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a custodial capacity only. The PPTA and the Purchase Agreement shall collectively be referred to as the “Agreements” herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. [SELLER] By: ______________________________ Name: ____________________________ Title: _____________________________ Accepted and Agreed: XXXXXX XXXXXXX MXXXXX SXXXXXX MORTGAGE CAPITAL INC. [SELLER] By: :_______________________________ Name: Title: EXHIBIT A TO ASSIGNMENT AND CONVEYANCE AGREEMENT THE MORTGAGE LOANS EXHIBIT B TO ASSIGNMENT AND CONVEYANCE AGREEMENT REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE POOL CHARACTERISTICS OF EACH MORTGAGE LOAN PACKAGE Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_____; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a CLTV of greater than ____%; (4) a FICO Score of less than ___; or (5) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $______. Each Adjustable Rate Mortgage Loan has an Index of [______]. EXHIBIT C TO ASSIGNMENT AND CONVEYANCE AGREEMENT UNDERWRITING GUIDELINES

FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT. On this ___ day of _______, 200___, [____, ____________] _______ NC Capital Corporation (“Seller”), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of ___________, 200_____ (the “PPTA”), and (ii) that certain Third Sixth Amended and Restated Mortgage Loan Purchase and Warrants Warranties Agreement, dated as of June May 1, 2006 (the “Purchase Agreement”), does hereby sell, transfer, assign, set over and convey to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Mortgage Capital, Capital Inc. (“Purchaser”) as the Purchaser under the Agreements (as defined below) ), without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Servicing Rights, and the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The contents of each Servicing File required to be retained by New Century Mortgage Corporation (“Servicer”), as Originator/Servicer under that certain Amended and Restated Interim Servicing Agreement, dated as of December 1, 2005 (the Interim Servicer “Servicing Agreement”) to service the Mortgage Loans pursuant to the Interim Servicing Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Interim Servicer in its capacity as Interim Servicer for the benefit of the Purchaser as the owner thereof. The Interim Servicer’s possession of any portion of the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Interim Servicing Agreement, and such retention and possession by the Interim Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage Mortgage, the Servicing Rights and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller or the Servicer shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a such custodial capacity only. The PPTA PPTA, the Purchase Agreement and the Purchase Servicing Agreement shall collectively be referred to as the “Agreements” herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. [SELLER] By: :_______________________________________ Name: :_____________________________________ Title: :______________________________________ [SERVICER] By:_______________________________________ Name:_____________________________________ Title:______________________________________ Accepted and Agreed: XXXXXX XXXXXXX MXXXXX SXXXXXX MORTGAGE CAPITAL INC. [SELLER] By: :_______________________________ Name: :_____________________________ Title: :______________________________ EXHIBIT A TO ASSIGNMENT AND CONVEYANCE AGREEMENT THE MORTGAGE LOANS EXHIBIT B TO ASSIGNMENT AND CONVEYANCE AGREEMENT REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE POOL CHARACTERISTICS OF EACH MORTGAGE LOAN PACKAGE Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_________; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a CLTV of greater than _____%; (4) a FICO Score of less than ___; or (5) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $_________. Each Adjustable Rate Mortgage Loan has an Index of [_______]. EXHIBIT C TO ASSIGNMENT AND CONVEYANCE AGREEMENT UNDERWRITING GUIDELINESGUIDELINES EXHIBIT V FORM OF ADDITIONAL DISCLOSURE NOTIFICATION **SEND VIA EMAIL TO DXXxx.Xxxxxxxxxxxxx@xx.xxx AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW Deutsche Bank National Trust Company, as trustee 1000 Xx. Xxxxxx Xxxxx Santa Ana, California 92705 Email: DXXxx.Xxxxxxxxxxxxx@xx.xxx Attn.: Trust & Securities Services - MS06C5 RE: **Additional Form [10-D] [10-K] [8-K] Disclosure** Required Ladies and Gentlemen: In accordance with Section 8.12 of the Pooling and Servicing Agreement (the “Agreement”), dated as of November 1, 2006, among Mxxxxx Sxxxxxx ABS Capital I Inc., as depositor, New Century Mortgage Corporation, as a servicer, Countrywide Home Loans Servicing LP, as a servicer, NC Capital Corporation, as responsible party, and Deutsche Bank National Trust Company, as trustee, the undersigned, as [_________________________] hereby notifies you that certain events have come to our attention that we are required to report to you for disclosure on Form [10-D] [10-K] [8-K]. Description of additional Form [10-D] [10-K] [8-K] Disclosure: List of any attachments hereto to be included in the Additional Form [10-D] [10-K] [8-K] Disclosure: Each of the attachments hereto is being transmitted to the Trustee in an EXXXX-compatible format. Any inquiries related to this notification should be directed to [_________________] phone number [___________________]; email address [______________________]. [NAME OF PARTY], As [Role] By: Name: EXHIBIT W FORM OF COUNTRYWIDE SERVICING SERVICER REPORTS (Available upon request) EXHIBIT X FORM OF COUNTRYWIDE AMENDMENT TO REGULATION AB