Common use of Assignment and Conveyance Clause in Contracts

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIG, as sellers, solely insofar as the Purchase Agreements relate to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreements which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of the Sellers

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, all of its rights and obligations under that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Second Amended and Restated Mortgage Loan Purchase and Warranties Servicing Agreement (the “Purchase and Warranties Agreement”), dated as of June 1, 2005 (together with the 2004 Purchase Agreement2006, the "Purchase Agreements"), each between the Assignor, as purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 (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 Agreements 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 9.04 of the applicable Purchase Agreement. Recognition of the Sellers.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) other than the Servicing Rights appurtenant to the Mortgage Loans and (b) except as described below, that certain Master Mortgage Loan Purchase and Warranties Agreement, Interim Servicing Agreement dated as of August March 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to as amended (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 the Servicing Rights or any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement Agreement. The Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Section 7.01 and Section 7.02 with respect to the Company and the Mortgage Loans against the Company; provided, however, that in no event shall the Company be required to pay the Repurchase Price with respect to any Mortgage Loan more than once in connection with the repurchase of a Mortgage Loan pursuant to Section 7.03 or (ii) the rights 7.04 of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of In addition, the Sellersright to require the Company to repurchase a Mortgage Loan shall be exercised solely the Assignee, its successors and assigns.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Warranties Agreement, Servicing Agreement dated as of August 1____________, 2004 (20__, as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 the servicing rights or any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement Agreement. The Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Subsection 7.01 and Subsection 7.02 with respect to the Company and the Mortgage Loans against the Company; provided, however, that in no event shall the Company be required to pay the Repurchase Price with respect to any Mortgage Loan more than once in connection with the repurchase of a Mortgage Loan pursuant to Subsection 7.03, 7.04 or (ii) the rights 7.05 of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of In addition, the Sellersright to require the Company to repurchase a Mortgage Loan shall be exercised solely the Assignee, its successors and assigns.

Assignment and Conveyance. The Assignor hereby conveysOn this __ day of _________, sells200_, grants, transfers and assigns to the Assignee all of the right, title and interest of the AssignorFremont Investment & Loan, as purchaserthe Seller, 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 Amended and Restated Flow Mortgage Loan Purchase and Warranties Agreement, dated as of August January 1, 2004 2006 (the "Agreement") does hereby sell, transfer, assign, set over and convey to Goldman Sachs Mortgage Company, as amended by Amendment Purchaser under the Agreement all rixxxx, xixxx xnd interest of the Seller in and to (a) the Mortgage Loans listed on the related Mortgage Loan Purchase Schedule attached as Exhibit 1 hereto, and Warranties (b) the Servicing Rights, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2 of the Agreement, dated January 27the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, 2005Mortgage, Amendment Noand the contents of each Mortgage 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 delivered promptly by the Seller to the Purchaser. 2 The Seller confirms to the Purchaser that, unless otherwise agreed upon in writing by the Seller and the Purchaser, the representations and warranties set forth in Section 7 of the Agreement with respect to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIG, as sellers, solely insofar as the Purchase Agreements relate to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreements which are not the Mortgage Loans set forth listed on the Mortgage Loan Schedule attached hereto, and are not the subject of this Agreement or (ii) the rights representations and warranties in Section 6 of the Purchaser under Section 9.04 Agreement with respect to the Seller are true and correct as of the applicable Purchase date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. Recognition FREMONT INVESTMENT & LOAN (Seller) By:__________________________ Name:________________________ Title:_______________________ Schedule 1 MORTGAGE LOAN SCHEDULE ================================================================================ AMENDED AND RESTATED FLOW INTERIM SERVICING AGREEMENT between GOLDMAN SACHS MORTGAGE COMPANY, Purxxxxxx and FREMONT INVESTMENT & LOAN, Interim Servicer Dated as of the SellersJanuary 1, 2006 CONVENTIONAL FIXED AND ADJUSTABLE RATE RESIDENTIAL MORTGAGE LOANS ================================================================================ TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.01 Definitions...................................................

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Third Amended and Restated Mortgage Loan Purchase and Warranties Agreement (the “Purchase and Warranties Agreement”), dated as of June 1, 2005 (together with the 2004 Purchase Agreement2006, the "Purchase Agreements"), each between the Assignor, as purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 Agreements 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 9.04 of the applicable Purchase Agreement. Recognition of the Sellers.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (the "A&R Purchase Agreement") and that certain Second Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of November 1, 2005 (together with the 2004 A&R Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Mortgage Loan Master Seller’s Purchase and Warranties Agreement, Agreement dated as of August February 1, 2004 (2003, as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as initial purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-WMC1 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2006 (the “Pooling Agreement”), among the Assignee, HomEq Servicing Corporation as servicer (including its successors in interest and any successor trustees under the Pooling Agreement, the “Servicer”), Xxxxx Fargo Bank, N.A. as master servicer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the “Master Servicer”, or “Trust Administrator”) and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of the Mortgage Loans, (ii) the rights Company shall look solely to the Trust for performance of any obligations of the Purchaser under Section 9.04 Assignor insofar as they relate to the enforcement of the applicable representations, warranties and covenants with respect to the Mortgage Loans, (iii) the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement. Recognition , including, without limitation, the enforcement of the Sellersdocument delivery requirements and remedies with respect to breaches of representations and warranties set forth in the Purchase Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee.

Assignment and Conveyance. The Assignor hereby conveysOn this __ day of _________, sells200_, grants, transfers and assigns to the Assignee all of the right, title and interest of the AssignorFremont Investment & Loan, as purchaserthe Seller, 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 Flow Mortgage Loan Purchase and Warranties Agreement, dated as of August October 1, 2004 (the "Agreement") does hereby sell, transfer, assign, set over and convey to Goldman Sachs Mortgage Company, as amended by Amendment Purchaser under the Agreement all rixxxx, xitle and interest of the Seller in and to (a) the Mortgage Loans listed on the related Mortgage Loan Purchase Schedule attached as Exhibit 1 hereto, and Warranties (b) the Servicing Rights, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2 of the Agreement, dated January 27the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, 2005Mortgage, Amendment Noand the contents of each Mortgage 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 delivered promptly by the Seller to the Purchaser. 2 The Seller confirms to the Purchaser that, unless otherwise agreed upon in writing by the Seller and the Purchaser, the representations and warranties set forth in Section 7 of the Agreement with respect to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIG, as sellers, solely insofar as the Purchase Agreements relate to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreements which are not the Mortgage Loans set forth listed on the Mortgage Loan Schedule attached hereto, and are not the subject of this Agreement or (ii) the rights representations and warranties in Section 6 of the Purchaser under Section 9.04 Agreement with respect to the Seller are true and correct as of the applicable Purchase date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. Recognition FREMONT INVESTMENT & LOAN (Seller) By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- Schedule 1 MORTGAGE LOAN SCHEDULE EXHIBIT S EQUIFIRST AGREEMENTS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated August 25, 2005 ("Agreement"), among Goldman Sachs Mortgage Company ("Assignor"), GS Mortgage Securities Corx. ("Xxsxxxxx") and EquiFirst Corporation (the "Company"). For and in consideration of the Sellerssum 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:

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Warranties Agreement, Interim Servicing Agreement dated as of August 1____________, 2004 (20__, as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 the servicing rights or any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement Agreement. The Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Section 7.01 and Section 7.02 with respect to the Company and the Mortgage Loans against the Company; provided, however, that in no event shall the Company be required to pay the Repurchase Price with respect to any Mortgage Loan more than once in connection with the repurchase of a Mortgage Loan pursuant to Section 7.03, 7.04 or (ii) the rights 7.05 of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of In addition, the Sellersright to require the Company to repurchase a Mortgage Loan shall be exercised solely the Assignee, its successors and assigns.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee Assignee, without recourse and as of the date hereof (the “Closing Date”), all of the right, title and interest of the Assignor, as purchaser, in, to and under under: (ai) those certain Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”), all interest accruing thereon on and after June 1, 2007 and all collections in respect of interest and principal due after June 1, 2007 (other than collections of interest accrued prior to June 1, 2007); (ii) property which secured each such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Mortgage Loans; and (biv) except as described below, that certain Master Mortgage Loan Purchase and Warranties Agreement, Interim Servicing Agreement dated as of August 1March 15, 2004 (2007, as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser")initial purchaser, and WFI and AIGthe Originator, as sellersseller and servicer, solely insofar as the Purchase Agreements relate 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 (i) any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement Agreement, (ii) any collections in respect of interest and principal due on or before June 1, 2007 and any collections of interest accrued prior to June 1, 2007 and (iii) the Holdback Amount (as defined in the Purchase Agreement). In consideration for the Mortgage Loans assigned hereunder, the Assignee shall, on the date hereof, deliver to or upon the order of the Assignor or its designee (i) an amount, in immediately available funds, equal to the net proceeds of the sale of the Class 1-A-1, Class 2-A1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7-A and Class M-8-A Notes, (ii) the rights of Class M-7-B, Class M-8-B, Class M-9 and Class M-10 Notes (the Purchaser under Section 9.04 of “Retained Notes”) and (iii) the applicable Purchase Agreement. Recognition of the SellersOwner Trust Certificates.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, Servicing Agreement dated as of June 1, 2005 2006, as amended (together with the 2004 “Purchase Agreement, the "Purchase Agreements"”), each between the Assignor, as purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 the servicing rights or any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement Agreement. The Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Subsection 7.01 and Subsection 7.02 with respect to the Company and the Mortgage Loans against the Company; provided, however, that in no event shall the Company be required to pay the Repurchase Price with respect to any Mortgage Loan more than once in connection with the repurchase of a Mortgage Loan pursuant to Subsection 7.03, 7.04 or (ii) the rights 7.05 of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of In addition, the Sellersright to require the Company to repurchase a Mortgage Loan shall be exercised solely the Assignee, its successors and assigns.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee Assignee, without recourse, all of the right, title and interest of the Assignor, as purchaser, in, to and under under: (ai) 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"”), all interest accruing thereon on and after March 1, 2006 and all collections in respect of interest and principal due after March 1, 2006 (other than collections of interest accrued prior to March 1, 2006); (ii) property which secured each such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (ii) its interest in any insurance policies in respect of the Mortgage Loans; and (biv) except as described below, that certain Master Mortgage Loan Purchase and Warranties Agreement, Interim Servicing Agreement dated as of August 1February 28, 2004 (2006, as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between among the Assignor, as purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersoriginator and servicer (the “Originator” and the “Servicer”, respectively) and the Xxxxxxx Street Funding II, LLC, as seller (the “Seller”), solely insofar as the Purchase Agreements relate 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 (i) any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement and (ii) any collections in respect of interest and principal due on or before March 1, 2006 and any collections of interest accrued prior to March 1, 2006. In consideration for the Mortgage Loans assigned hereunder, the Assignee shall, on the date hereof, deliver to or upon the order of the Assignor or its designee (i) an amount, in immediately available funds, equal to the net proceeds of the sale of the Class A and the Mezzanine Notes (other than the Class M-9, Class M-10 and Class M-11 Notes), (ii) the rights of Class M-9, Class M-10 and Class M-11 Notes (the Purchaser under Section 9.04 of “Retained Notes”) and (iii) the applicable Purchase Agreement. Recognition of the SellersOwner Trust Certificates.

Assignment and Conveyance. The Assignor hereby conveysOn this __ day of _________, sells200_, 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 Equifirst Corporation (the "Mortgage Loan ScheduleSeller") attached hereto ), as Exhibit A (the "Mortgage Loans") and (b) except as described belowSeller, under that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of August 1January 26, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement")) does hereby sell, transfer, assign, set over and that certain Amended and Restated convey to Goldman Sachs Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser Company (the "Purchaser"), and WFI and AIG, as sellers, solely insofar as the Purchase Agreements relate to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and Purchaser under thx Xxxxxment all rightrights, title and interest in, to and under and any obligations of the Assignor Seller in and to (a) the Mortgage Loans listed on the related Mortgage Loan Schedule attached as Exhibit 1 hereto, and (b) the Servicing Rights, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to any mortgage loans subject the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be delivered promptly by the Seller to the Purchase Agreements which are not Purchaser. The Purchaser does hereby contract with the Seller for the servicing responsibilities related to the Mortgage Loans set forth listed on the Mortgage Loan Schedule attached hereto during the Interim Period. The Seller hereby accepts the servicing responsibilities transferred hereby and are not on the subject date hereof assumes all servicing responsibilities related to the Mortgage Loans identified on the attached Mortgage Loan Schedule all in accordance with the Agreement. The contents of this each Servicing File required to be delivered to service the Mortgage Loans pursuant to the Agreement have been or (ii) shall be delivered to the rights Seller by the Purchaser in accordance with the terms of the Agreement. The Seller confirms to the Purchaser under that, unless otherwise agreed upon in writing by the Seller and the Purchaser, the representations and warranties set forth in Section 9.04 9.02 of the applicable Purchase Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 9.01 of the Agreement with respect to the Seller are true and correct as of the date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. Recognition of the SellersEQUIFIRST CORPORATION (Seller) By: -------------------------------------- Name: ------------------------------------ Title: -----------------------------------

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Fourth Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 2005 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Fourth A&R Purchase Agreement"), ) and that certain Fifth Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June December 1, 2005 (together with the 2004 Fourth A&R Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of the SellersCompany --------------------------

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain First Amended and Restated Mortgage Loan Purchase and Warranties Agreement (the “Purchase and Warranties Agreement”), dated as of June November 1, 2005 (together with the 2004 Purchase Agreement2005, the "Purchase Agreements"), each between the Assignor, as purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 Agreements 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 9.04 of the applicable Purchase Agreement. Recognition of the Sellers.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, all of its rights and obligations under that certain Second Amended and Restated Mortgage Loan Purchase and Warranties Servicing Agreement (the “Initial Purchase Agreement”), dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 1 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Second Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June December 1, 2005 2006 (the “Amendment” and, together with the 2004 Initial Purchase Agreement, the "“Purchase Agreements"), and Warranties Agreement”) in each case between the Assignor, as purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 (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 Agreements 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 9.04 of the applicable Purchase Agreement. Recognition of the Sellers.

Assignment and Conveyance. (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 (ai) those certain Mortgage Loans mortgage loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A Schedule I (the "“Mortgage Loans"”) and (bii) except as described below, that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIG, as sellersSWSA, solely insofar as the Purchase Agreements relate 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 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 (i) 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 Agreements SWSA and the other agreements listed above which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement. (iib) the rights On and as of the Purchaser under Section 9.04 date hereof, immediately after giving effect to the First Assignment and Assumption, the Assignee hereby conveys, sells, grants, transfers and assigns to the Trustee, on behalf of the applicable Purchase Agreement. Recognition Trust, all of the Sellersright, title and interest in the Mortgage Loans and all rights and obligations related thereto as provided under the SWSA to the extent relating to the Mortgage Loans. The Trustee, on behalf of the Trust, hereby accepts such assignment from the Assignee (the “Second Assignment and Assumption”), and the Company hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, the Assignor represents and warrants to the Assignee and the Trustee that the Assignor has not taken any action that would serve to impair or encumber the respective ownership interests of the Assignee and the Trustee in the Mortgage Loans since the date of the Assignor’s acquisition of the Mortgage Loans.

Assignment and Conveyance. The Assignor hereby conveysOn this __ day of _________, sells200_, grants, transfers and assigns to the Assignee all of the right, title and interest of the AssignorFremont Investment & Loan, as purchaserthe Seller, 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 Flow Mortgage Loan Purchase and Warranties Agreement, dated as of August October 1, 2004 (the "Agreement") does hereby sell, transfer, assign, set over and convey to Goldman Sachs Mortgage Company, as amended by Amendment Purchaser under the Agreement all rixxxx, xixxx xnd interest of the Seller in and to (a) the Mortgage Loans listed on the related Mortgage Loan Purchase Schedule attached as Exhibit 1 hereto, and Warranties (b) the Servicing Rights, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2 of the Agreement, dated January 27the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, 2005Mortgage, Amendment Noand the contents of each Mortgage 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 delivered promptly by the Seller to the Purchaser. 2 The Seller confirms to the Purchaser that, unless otherwise agreed upon in writing by the Seller and the Purchaser, the representations and warranties set forth in Section 7 of the Agreement with respect to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIG, as sellers, solely insofar as the Purchase Agreements relate to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreements which are not the Mortgage Loans set forth listed on the Mortgage Loan Schedule attached hereto, and are not the subject of this Agreement or (ii) the rights representations and warranties in Section 6 of the Purchaser under Section 9.04 Agreement with respect to the Seller are true and correct as of the applicable Purchase date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. Recognition of the SellersFREMONT INVESTMENT & LOAN (Seller) By:________________________ Name:______________________ Title:_____________________ Schedule 1 MORTGAGE LOAN SCHEDULE EXHIBIT Q REPRESENTATIONS AND WARRANTIES AGREEMENT

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Mortgage Loan Purchase Master Seller’s Purchase, Warranties and Warranties Agreement, Interim Servicing Agreement dated as of August May 1, 2004 (2006, as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as initial purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-HE3 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2006 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, N.A. as master servicer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the “Master Servicer” or “Trust Administrator”), HomEq Servicing Corporation as servicer and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of the Mortgage Loans, (ii) the rights Company shall look solely to the Trust for performance of any obligations of the Purchaser under Section 9.04 Assignor insofar as they relate to the enforcement of the applicable representations, warranties and covenants with respect to the Mortgage Loans, (iii) the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement. Recognition , including, without limitation, the enforcement of the Sellersdocument delivery requirements and remedies with respect to breaches of representations and warranties set forth in the Purchase Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Third Amended and Restated Mortgage Loan Purchase and Warranties Agreement (the "Purchase Agreement"), dated as of June August 1, 2005 (together with the 2004 Purchase Agreement2006, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate Agreement relates to the Mortgage LoansLoans and (c) 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 any mortgage loans subject to the Purchase Agreements 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 (a) under Section Subsection 9.04 of the applicable Purchase AgreementAgreement or (b) to any premium recapture (i.e., the excess, if any, of the purchase price percentage over par) in connection with any repurchase pursuant to Subsections 9.03 and 9.05 of the Purchase Agreement or (iii) any right to require the Company to repurchase a Mortgage Loan pursuant to Subsection 9.05(b) of the Purchase Agreement unless the related Mortgagor is delinquent with respect to such Mortgage Loan's first Monthly Payment after origination. Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Warranties Agreement, Servicing Agreement dated as of August 1, 2004 (2004, as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "“Purchaser"”), Option One Owner Trust 2001-1A, Option One Owner Trust 2001-1B, Option One Owner Trust 2001-2, Option One Owner Trust 2002-3, Option One Owner Trust 2003-4, Option One Owner Trust 2003-5, and WFI and AIG, as sellersthe Company, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of the Sellers.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") including, without limitation, principal outstanding as of, and interest due after, May 1, 2005, and (b) except as described below, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement2003, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (in such capacity, the "Purchaser"), and WFI and AIGthe Company, as sellersseller, as amended by Amendment No. 1 To Purchase Agreement, dated as of July 15, 2004, and as further amended by Amendment No. 2 To Purchase Agreement, dated as of February 1, 2005 (the "Purchase Agreement") (copies of which are attached hereto as Exhibit B), solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements which Agreement 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 9.04 12 and Subsection 13.01 of the applicable Purchase Agreement. Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Second Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June November 1, 2005 2005, as amended by Amendment No. 1, dated as of January 27, 2006 (the "Second A&R Purchase Agreement"), that Third Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of February 1, 2006 (the "Third A&R Purchase Agreement") and that Fourth Amended and Restated Mortgage Loan Purchase and Warranties Agreement (together with the 2004 Second A&R Purchase Agreement and Third A&R Purchase Agreement, the "Purchase Agreements"), dated as of May 1, 2006, each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of the SellersCompany --------------------------

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Third Amended and Restated Mortgage Loan Purchase and Warranties Agreement (the "Purchase Agreement"), dated as of June May 1, 2005 (together with the 2004 Purchase Agreement2006, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements 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 (a) under Section Subsection 9.04 of the applicable Purchase AgreementAgreement or (b) to any premium recapture (i.e., the excess, if any, of the purchase price percentage over par) in connection with any repurchase pursuant to Subsections 9.03 and 9.05 of the Purchase Agreement or (iii) any right to require the Company to repurchase a Mortgage Loan pursuant to Subsection 9.05(b) of the Purchase Agreement unless the related Mortgagor is delinquent with respect to such Mortgage Loan's first Monthly Payment after origination. Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveysOn this ____ day of ________, sells200_, grants, transfers and assigns to Wachovia Mortgage Corporation (“Wachovia”) as the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and Seller 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 Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain First Amended and Restated Mortgage Loan Purchase Seller’s Purchase, Warranties and Warranties Interim Servicing Agreement, dated as of June 1, 2005 2006 (together with the 2004 Purchase “Agreement”), by and between Wachovia and Xxxxxx Xxxxxxx Mortgage Capital Inc. (the “Purchaser”) does hereby sell, transfer, assign, set over and convey to the Purchaser under the Agreement, the "Purchase Agreements")without recourse, each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIG, as sellers, solely insofar as the Purchase Agreements relate but subject to the Mortgage Loans. The Assignor specifically reserves and does not assign to terms of the Assignee hereunder (i) any and Agreement, all rightrights, title and interest in, of Wachovia in and to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreements which are not the Mortgage Loans set forth listed on the Mortgage Loan Schedule attached hereto as Exhibit A, together with the Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2.06 of the Agreement, Wachovia has delivered to the Purchaser the documents for each Mortgage Loan to be purchased as set forth therein. The contents of each Servicing File required to be retained by Wachovia to service the Mortgage Loans during the related Interim Servicing Period pursuant to the Agreement and thus not delivered to the Purchaser are not and shall be held in trust by Wachovia, for the subject of this Agreement or (ii) the rights benefit of the Purchaser under Section 9.04 as the owner thereof. Wachovia’s possession of any portion of the applicable Purchase Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan during the related Interim Servicing Period pursuant to the Agreement, and such retention and possession by Wachovia 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 Wachovia shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by Wachovia at the will of the Purchaser in such custodial capacity only. With respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A, the term Standard & Poor’s Glossary, as used in the Agreement, shall refer to Version __ of the Standard & Poor’s LEVELS® Glossary. [With respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A, the Servicing Transfer Date shall be _____________.] Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. Recognition WACHOVIA MORTGAGE CORPORATION, By: Name: Title: This INDEMNIFICATION AND CONTRIBUTION AGREEMENT (“Agreement”), dated as of [DATE], among [DEPOSITOR] (the Sellers“Depositor”), a _______ corporation (the “Depositor”), Xxxxxx Xxxxxxx Mortgage Capital Inc., a New York corporation (“Xxxxxx”) and Wachovia Mortgage Corporation, a North Carolina corporation, as seller and as servicer (the “Seller”).

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (2004, as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 1 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4as of March 29, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee and the Assignee hereby purchases (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 ScheduleMORTGAGE LOAN SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS"), (b) the servicing rights relating to the Mortgage Loans") Loans and (bc) except as described below, that certain Master Mortgage Loan Purchase and Warranties Interim Servicing Agreement, dated as of August February 1, 2004 2003, including any assignments thereof (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "PurchaserPURCHASER"), and WFI and AIGResidential Asset Mortgage Enterprise, LLC, as sellersseller, solely insofar as the Purchase Agreements relate 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. In connection therewith, the Assignor hereby delivers or causes to be delivered to the Assignee, each of the documents set forth in Section 2.01 of the Pooling Agreement (as defined below). 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of the Sellers.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Mortgage Loan Purchase Master Seller’s Purchase, Warranties and Warranties Agreement, Interim Servicing Agreement dated as of August March 1, 2004 (2004, as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as initial purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller and interim servicer, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-FRE1 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of February 1, 2006 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, N.A. as master servicer, serivcer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the “Master Servicer”, “Servicer” or “Trust Administrator”) and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of the Mortgage Loans, (ii) the rights Company shall look solely to the Trust for performance of any obligations of the Purchaser under Section 9.04 Assignor insofar as they relate to the enforcement of the applicable representations, warranties and covenants with respect to the Mortgage Loans, (iii) the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement. Recognition , including, without limitation, the enforcement of the Sellersdocument delivery requirements and remedies with respect to breaches of representations and warranties set forth in the Purchase Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, Interim Servicing Agreement dated as of June 1, 2005 2005, as amended (together with the 2004 “Purchase Agreement, the "Purchase Agreements"”), each between the Assignor, as purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 the servicing rights or any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement Agreement. The Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Section 7.01 and Section 7.02 with respect to the Company and the Mortgage Loans against the Company; provided, however, that in no event shall the Company be required to pay the Repurchase Price with respect to any Mortgage Loan more than once in connection with the repurchase of a Mortgage Loan pursuant to Section 7.03 or (ii) the rights 7.04 of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of In addition, the Sellersright to require the Company to repurchase a Mortgage Loan shall be exercised solely the Assignee, its successors and assigns.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee as of August 18, 2005 (the “Closing Date”) (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 Warranties Agreement, Servicing Agreement dated as of August March 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to as amended (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between among the Assignor, as purchaser (the "“Purchaser"”), and WFI the Company, Option One Owner Trust 2001-1A, Option One Owner Trust 2001-1B, Option One Owner Trust 2001-2, Option One Owner Trust 2002-3, Option One Owner Trust 2003-4 and AIGOption One Owner Trust 2003-5, as sellers, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of the Sellers.

Assignment and Conveyance. The Assignor hereby conveysOn this ___ day of __________, sells____, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor___________________ (“Seller”), as purchaser(i) the Seller under that certain Purchase Price and Terms Agreement, indated as of ___________, to and under (a) those certain Mortgage Loans listed on the schedule _____ (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") “PPTA”), and (bii) except as described below, the Seller under that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1________, 2004 ____ (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 amended by Amendment to Mortgage Loan Purchase and Warranties Agreementdefined below), dated January 27without recourse, 2005, Amendment No. 2 but subject to the Mortgage Loan Purchase and Warranties Agreementterms of the Agreements, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIG, as sellers, solely insofar as the Purchase Agreements relate to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest inof, in and to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreements which are not the Mortgage Loans set forth listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Mortgage Files 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 . 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 ______________________ (“Servicer”), as Servicer under that certain Servicing Agreement, dated as of ________, ____ (the “Servicing Agreement”) to service the Mortgage Loans pursuant to the Servicing Agreement and thus not delivered to the Purchaser are not and shall be held in trust by the subject of this Agreement or (ii) Servicer for the rights benefit of the Purchaser under Section 9.04 as the owner thereof. The Servicer’s possession of any portion of the applicable Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Servicing Agreement, and such retention and possession by the Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage 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 such custodial capacity only. The PPTA, the Purchase Agreement and the 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. Recognition [SELLER] By: __________________________________ Name: Title: [SERVICER] By: __________________________________ Name: Title: Accepted and Agreed: XXXXXX XXXXXXX MORTGAGE CAPITAL INC. By: _________________________ Name: Title: Pool Characteristics of the SellersMortgage 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 First Lien Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance less than $_________. Each Second Lien Loan has a Mortgage Interest Rate of at least ______% per annum and an outstanding principal balance less than $________. Each Adjustable Rate Mortgage Loan has an Index of [_______].

Assignment and Conveyance. The Assignor hereby conveysOn this __ day of _________, sells200_, grants, transfers and assigns to the Assignee all of the right, title and interest of the AssignorFremont Investment & Loan, as purchaserthe Seller, 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 Amended and Restated Flow Mortgage Loan Purchase and Warranties Agreement, dated as of August January 1, 2004 2006 (the "Agreement") does hereby sell, transfer, assign, set over and convey to Goldman Sachs Mortgage Company, as amended by Amendment Purchaser under the Agreement all rixxxx, xixxx xnd interest of the Seller in and to (a) the Mortgage Loans listed on the related Mortgage Loan Purchase Schedule attached as Exhibit 1 hereto, and Warranties (b) the Servicing Rights, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2 of the Agreement, dated January 27the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, 2005Mortgage, and the contents of each Mortgage 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 delivered promptly by the Seller to the Purchaser. The Seller confirms to the Purchaser that, unless otherwise agreed upon in writing by the Seller and the Purchaser, the representations and warranties set forth in Section 7 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 6 of the Agreement with respect to the Seller are true and correct as of the date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. FREMONT INVESTMENT & LOAN (Seller) By:__________________________ Name:________________________ Title:_______________________ Schedule 1 MORTGAGE LOAN SCHEDULE AMENDMENT NO. 1 TO AMENDED AND RESTATED FLOW MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement1, dated as of June August 1, 2005 2006 (together with the 2004 Purchase Agreement, the "Purchase AgreementsAmendment"), each by and between the Assignor, as purchaser GOLDMAN SACHS MORTGAGE COMPANY (the "Purchaser") and FREMONT INVESTMENT & XXXX (the "Seller"), and WFI and AIG, as sellers, solely insofar as the Purchase Agreements relate to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreements which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of the Sellers.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed 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 Flow Mortgage Loan Purchase and Warranties Agreement, dated as of August 1February 27, 2004 (2004, as amended by Amendment to Mortgage Loan Purchase and Warranties AgreementNo. 1 thereto, dated January 27as of November 29, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) 2004 (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements which Agreement 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 9.04 12 and Subsection 13.01 of the applicable Purchase Agreement. Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Mortgage Loan Purchase Master Seller’s Purchase, Warranties and Warranties Agreement, Interim Servicing Agreement dated as of August May 1, 2004 (2006, as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as initial purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, and any related Confirmations (as defined in the Purchase Agreement) solely insofar as the Purchase Agreements Agreement and related Confirmations relate 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor also maintains its rights to enforce any obligations of the Company pursuant to the Purchase Agreement. From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2007-HE2 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2007 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, N.A. as master servicer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the “Master Servicer” or “Trust Administrator”), Option One Mortgage Corporation and Barclays Capital Real Estate Inc. d/b/a HomEq Servicing as servicers (the “Servicers”) and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of the Mortgage Loans, (ii) the rights Company shall look solely to the Trust for performance of any obligations of the Purchaser under Section 9.04 Assignor insofar as they relate to the enforcement of the applicable representations, warranties and covenants with respect to the Mortgage Loans, (iii) the Trust (including the Trustee and the Servicers acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement. Recognition , including, without limitation, the enforcement of the Sellersdocument delivery requirements and remedies with respect to breaches of representations and warranties set forth in the Purchase Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Servicers acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee.

Assignment and Conveyance. The Assignor hereby conveysOn this ___ day of __________, sells____, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor___________________ (“Seller”), as purchaser(i) the Seller under that certain Purchase Price and Terms Agreement, indated as of ___________, to and under (a) those certain Mortgage Loans listed on the schedule _____ (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") “PPTA”), and (bii) except as described below, the Seller under that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1________, 2004 ____ (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 amended by Amendment to Mortgage Loan Purchase and Warranties Agreementdefined below), dated January 27without recourse, 2005, Amendment No. 2 but subject to the Mortgage Loan Purchase and Warranties Agreementterms of the Agreements, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIG, as sellers, solely insofar as the Purchase Agreements relate to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest inof, in and to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreements which are not the Mortgage Loans set forth listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Mortgage Files 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 . 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 ______________________ (“Servicer”), as Servicer under that certain Servicing Agreement, dated as of ________, ____ (the “Servicing Agreement”) to service the Mortgage Loans pursuant to the Servicing Agreement and thus not delivered to the Purchaser are not and shall be held in trust by the subject of this Agreement or (ii) Servicer for the rights benefit of the Purchaser under Section 9.04 as the owner thereof. The Servicer’s possession of any portion of the applicable Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Servicing Agreement, and such retention and possession by the Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage 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 such custodial capacity only. The PPTA, the Purchase Agreement and the 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. Recognition [SELLER] By:________________________ Name: Title: [SERVICER] By:________________________ Name: Title: Accepted and Agreed: XXXXXX XXXXXXX MORTGAGE CAPITAL INC. By:__________________________________ Name: Title: Pool Characteristics of the SellersMortgage 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 First Lien Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance less than $_________. Each Second Lien Loan has a Mortgage Interest Rate of at least ______% per annum and an outstanding principal balance less than $________. Each Adjustable Rate Mortgage Loan has an Index of [_______].

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Master Mortgage Loan Purchase and Warranties Agreement, Interim Servicing Agreement dated as of August December 1, 2004 (2006, as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 the servicing rights or any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement Agreement. The Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Subsection 7.01 and Subsection 7.02 with respect to the Company and the Mortgage Loans against the Company; provided, however, that in no event shall the Company be required to pay the Repurchase Price with respect to any Mortgage Loan more than once in connection with the repurchase of a Mortgage Loan pursuant to Subsection 7.03, 7.04 or (ii) the rights 7.05 of the Purchaser under Section 9.04 of the applicable Purchase Agreement. In addition, the right to require the Company to repurchase a Mortgage Loan shall be exercised solely the Assignee, its successors and assigns. Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee and the Assignee hereby purchases (x) all of the right, title and interest of the Assignor, as purchaser, Assignor in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "Mortgage Loan ScheduleMORTGAGE LOAN SCHEDULE") attached hereto as Exhibit A (the "Mortgage LoansMORTGAGE LOANS") and (b) except as described below, that certain Master Mortgage Loan Purchase and Warranties Interim Servicing Agreement, dated as of August February 1, 2004 2003 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase AgreementPURCHASE AGREEMENT"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreementbetween Greenwich Capital Financial Products, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the AssignorInc., as purchaser (the "PurchaserPURCHASER"), and WFI and AIGthe Company, as sellersseller (attached hereto as Exhibit B), as assigned to the Assignor by the Assignment Agreement, dated December 30, 2003 (the "GCFP ASSIGNMENT AGREEMENT"), between the Purchaser and the Assignor, solely insofar as the Purchase Agreements relate 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 Purchaser (as assigned to the Assignor by the Purchaser pursuant to the GCFP Assignment Agreement) under the Purchase Agreement. Notwithstanding the foregoing, the conveyance by the Assignor pursuant to this Agreement specifically excludes, and the Assignor is not transferring and/or assigning, the servicing rights related to the Mortgage Loans. In connection therewith, the Assignor hereby delivers or causes to be delivered to the Assignee, each of the documents set forth in Section 2.01 of the Pooling 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of the SellersRECOGNITION OF THE COMPANY

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Mortgage Loan Purchase Master Seller’s Purchase, Warranties and Warranties Agreement, Interim Servicing Agreement dated as of August May 1, 2004 (2006, as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as initial purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-HE4 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2006 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, N.A. as master servicer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the “Master Servicer” or “Trust Administrator”), Xxxxx Fargo Bank, N.A. and Barclays Capital Real Estate Inc. d/b/a HomEq Servicing as servicers and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of the Mortgage Loans, (ii) the rights Company shall look solely to the Trust for performance of any obligations of the Purchaser under Section 9.04 Assignor insofar as they relate to the enforcement of the applicable representations, warranties and covenants with respect to the Mortgage Loans, (iii) the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement. Recognition , including, without limitation, the enforcement of the Sellersdocument delivery requirements and remedies with respect to breaches of representations and warranties set forth in the Purchase Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "Mortgage Loan ScheduleMORTGAGE LOAN SCHEDULE") attached hereto as Exhibit A (the "Mortgage LoansMORTGAGE LOANS") and (b) except as described below, that certain Mortgage Loan Purchase Master Seller's Purchase, Warranties and Warranties Agreement, Interim Servicing Agreement dated as of August March 1, 2004 (2004, as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase AgreementPURCHASE AGREEMENT"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as initial purchaser (the "PurchaserPURCHASER"), and WFI and AIGthe Company, as sellersseller and interim servicer, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements 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 From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-HE1 (the "Trust") created pursuant to a Pooling and Servicing Agreement, dated as of February 1, 2006 (the "Pooling Agreement"), among the Assignee, Wxxxx Fargo Bank, N.A. as master servicer, serivcer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the "Master Servicer", "Servicer" or "Trust Administrator") and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the "Trustee"). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of the Mortgage Loans, (ii) the rights Company shall look solely to the Trust for performance of any obligations of the Purchaser under Section 9.04 Assignor insofar as they relate to the enforcement of the applicable representations, warranties and covenants with respect to the Mortgage Loans, (iii) the Trust (including the Trustee and the Servicer acting on the Trust's behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement. Recognition , including, without limitation, the enforcement of the Sellersdocument delivery requirements and remedies with respect to breaches of representations and warranties set forth in the Purchase Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Servicer acting on the Trust's behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company's performance under the Purchase Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "Mortgage Loan ScheduleMORTGAGE LOAN SCHEDULE") attached hereto as Exhibit A (the "Mortgage LoansMORTGAGE LOANS") and (b) except as described below, that certain Master Mortgage Loan Purchase and Warranties Agreement, Interim Servicing Agreements dated as of August January 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase February 1, 1005 and Warranties Agreement, dated February 4March 1, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) as amended (as so amended, the "2004 Purchase AgreementPURCHASE AGREEMENTS"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "PurchaserPURCHASER"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 Agreements. 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 (i) 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 Agreements which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of the SellersRECOGNITION OF THE COMPANY

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee Assignee, without recourse, all of the right, title and interest of the Assignor, as purchaser, in, to and under under: (ai) 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"”), all interest accruing thereon on and after March 1, 2006 and all collections in respect of interest and principal due after March 1, 2006 (other than collections of interest accrued prior to March 1, 2006); (ii) property which secured each such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (ii) its interest in any insurance policies in respect of the Mortgage Loans; and (biv) except as described below, that certain Master Mortgage Loan Purchase and Warranties Agreement, Interim Servicing Agreement dated as of August 1February 28, 2004 (2006, as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between among the Assignor, as purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersoriginator and servicer (the “Originator” and the “Servicer”, respectively) and the Hxxxxxx Street Funding II, LLC, as seller (the “Seller”), solely insofar as the Purchase Agreements relate 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 (i) any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement and (ii) any collections in respect of interest and principal due on or before March 1, 2006 and any collections of interest accrued prior to March 1, 2006. In consideration for the Mortgage Loans assigned hereunder, the Assignee shall, on the date hereof, deliver to or upon the order of the Assignor or its designee (i) an amount, in immediately available funds, equal to the net proceeds of the sale of the Class A and the Mezzanine Notes (other than the Class M-9, Class M-10 and Class M-11 Notes), (ii) the rights of Class M-9, Class M-10 and Class M-11 Notes (the Purchaser under Section 9.04 of “Retained Notes”) and (iii) the applicable Purchase Agreement. Recognition of the SellersOwner Trust Certificates.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans") and ”), (b) except as described below, that certain Amended and Restated Master Mortgage Loan Purchase and Warranties Agreement, Interim Servicing Agreement dated as of August March 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to as amended and restated on April 1, 2007 (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between among the Assignor, as purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller and certain Affiliates of the Company and the related Assignment and Conveyance Agreement (attached hereto as Exhibit B), solely insofar as the Purchase Agreements relate Agreement relates to the Mortgage LoansLoans and (c) that certain Guaranty Agreement, dated as of September 13, 2007 (the “Guaranty”), between H&R Block, Inc. as guarantor and the Assignor as buyer 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of the Sellers.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Second Amended and Restated Mortgage Loan Purchase and Warranties Agreement (the "Purchase Agreement"), dated as of June July 1, 2005 (together with the 2004 Purchase Agreement2006, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements 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 (a) under Section Subsection 9.04 of the applicable Purchase Agreement or (b) to any premium recapture (i.e., the excess, if any, of the purchase price percentage over par) in connection with any repurchase pursuant to Subsections 9.03 and 9.05 of the Purchase Agreement. Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") including, without limitation, interest and principal payments after November 1, 2005 and (b) except as described below, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of August 1February 27, 2004 (2004, as amended by Amendment to Mortgage Loan Purchase and Warranties AgreementNo. 1 thereto, dated January 27as of November 29, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) 2004 (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "PurchaserAssignor"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements which Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) the rights of the Purchaser Assignor under Subsection 8.05, Section 9.04 12 and Subsection 13.01 of the applicable Purchase Agreement, (iii) the rights retained by the Assignor pursuant to Section 6 hereof, and (iv) any rights of the Assignor under the letter agreement, relating to the Mortgage Loans, dated as of September 22, 2005 (the "Purchase Price and Terms Agreement") among the Company, the Assignor and the Servicer (as defined below). Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee as of May 12, 2005 (the "Closing Date") (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 ScheduleMORTGAGE LOAN SCHEDULE") attached hereto as Exhibit A (the "Mortgage LoansMORTGAGE LOANS") and (b) except as described below, that certain Master Mortgage Loan Purchase and Warranties Agreement, Servicing Agreement dated as of August March 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) as amended (as so amended, the "2004 Purchase AgreementPURCHASE AGREEMENT"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between among the Assignor, as purchaser (the "PurchaserPURCHASER"), and WFI the Company, Option One Owner Trust 2001-1A, Option One Owner Trust 2001-1B, Option One Owner Trust 2001-2, Option One Owner Trust 2002-3, Option One Owner Trust 2003-4 and AIGOption One Owner Trust 2003-5, as sellers, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of the SellersRECOGNITION OF THE COMPANY

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "Mortgage Loan ScheduleMORTGAGE LOAN SCHEDULE") attached hereto as Exhibit A (the "Mortgage LoansMORTGAGE LOANS") other than the Servicing Rights appurtenant to the Mortgage Loans and (b) except as described below, that certain Master Mortgage Loan Purchase and Warranties Agreement, Interim Servicing Agreement dated as of August March 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) as amended (as so amended, the "2004 Purchase AgreementPURCHASE AGREEMENT"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "PurchaserPURCHASER"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 the Servicing Rights or any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement Agreement. The Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Section 7.01 and Section 7.02 with respect to the Company and the Mortgage Loans against the Company; provided, however, that in no event shall the Company be required to pay the Repurchase Price with respect to any Mortgage Loan more than once in connection with the repurchase of a Mortgage Loan pursuant to Section 7.03 or (ii) the rights 7.04 of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of In addition, the Sellersright to require the Company to repurchase a Mortgage Loan shall be exercised solely the Assignee, its successors and assigns. RECOGNITION OF THE COMPANY

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Mortgage Loan Amended and Restated Master Seller’s Purchase and Warranties Agreement, Agreement dated as of August December 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to as amended (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as initial purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-HE3 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2006 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, N.A. as master servicer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the “Master Servicer” or “Trust Administrator”), HomEq Servicing Corporation as servicer and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of the Mortgage Loans, (ii) the rights Company shall look solely to the Trust for performance of any obligations of the Purchaser under Section 9.04 Assignor insofar as they relate to the enforcement of the applicable representations, warranties and covenants with respect to the Mortgage Loans, (iii) the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement. Recognition , including, without limitation, the enforcement of the Sellersdocument delivery requirements and remedies with respect to breaches of representations and warranties set forth in the Purchase Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title title, interest and interest obligations 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 Master Mortgage Loan Purchase and Warranties Agreement (the "Sale Agreement"), dated as of August 130, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement2006, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIGthe Company, as sellersseller, and the Servicing Agreement (the "Servicing Agreement"), dated as of August 30, 2006, between the Purchaser, and the Company, as servicer, each as amended by Amendment Reg AB to the Master Loan Purchase and Servicing Agreement, dated as of August 30, 2006 (together with the Sale Agreement and Servicing Agreement, the "Sale and Servicing Agreements"), among the Purchaser and the Company, solely insofar as the Purchase Sale and Servicing Agreements relate to the Mortgage Loans. From and after the date hereof, the Servicer shall service the Mortgage Loans in accordance with the Servicing Agreement as modified by this 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 any mortgage loans subject to the Purchase Sale and Servicing Agreements 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 9.04 of the applicable Purchase Agreement. Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") including, without limitation, interest and principal payments after May 1, 2006 and (b) except as described below, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of August 1February 27, 2004 (2004, as amended by Amendment to Mortgage Loan Purchase and Warranties AgreementNo. 1 thereto, dated January 27as of November 29, 20052004, by Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreementthereto, dated February 4as of January 20, 2005 2006 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreementas modified by that certain Regulation AB Compliance Addendum, dated April 28as of January 31, 2005) 2006 (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "PurchaserAssignor"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements which Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) the rights of the Purchaser Assignor under Subsection 8.05, Section 9.04 12 and Subsection 13.01 of the applicable Purchase Agreement, (iii) the rights retained by the Assignor pursuant to Section 6 hereof, and (iv) any rights of the Assignor under the letter agreement, relating to the Mortgage Loans, dated as of March 9, 2006 (the "Purchase Price and Terms Agreement") among the Company, the Assignor and the Servicer (as defined below). Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Mortgage Loan Amended and Restated Master Seller’s Purchase and Warranties Agreement, Agreement dated as of August December 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to as amended (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as initial purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset Backed Securities Trust 2006-WMC4 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2006 (the “Pooling Agreement”), among the Assignee, JPMorgan Chase Bank, National Association as servicer (including its successors in interest and any successor servicers under the Pooling Agreement, the “Servicer”), Wxxxx Fargo Bank, N.A. as master servicer, trust administrator and custodian (including its successors in interest under the Pooling Agreement, “Master Servicer”, “Trust Administrator” or “Custodian”) and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of the Mortgage Loans, (ii) the rights Company shall look solely to the Trust for performance of any obligations of the Purchaser under Section 9.04 Assignor insofar as they relate to the enforcement of the applicable representations, warranties and covenants with respect to the Mortgage Loans, (iii) the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement. Recognition , including, without limitation, the enforcement of the Sellersdocument delivery requirements and remedies with respect to breaches of representations and warranties set forth in the Purchase Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee.

Assignment and Conveyance. The Assignor hereby conveysOn this __ day of _________, sells200_, grants, transfers and assigns to the Assignee all of the right, title and interest of the AssignorFirst Franklin Financial Corporation, as purchaserthe Seller, 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 Flow Mortgage Loan Purchase and Warranties Agreement, dated as of August 1February 27, 2004 (as amended by Amendment the “Agreement”) does hereby sell, transfer, assign, set over and convey to Xxxxxxx Xxxxx Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the AssignorCompany, as purchaser (Purchaser under the "Purchaser"), and WFI and AIG, as sellers, solely insofar as the Purchase Agreements relate to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and Agreement all rightrights, title and interest in, to and under and any obligations of the Assignor Seller in and to (a) the Mortgage Loans listed on the related Mortgage Loan Schedule attached as Exhibit 1 hereto, and (b) the Servicing Rights, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to any mortgage loans subject the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be delivered promptly by the Seller to the Purchase Agreements which are not Purchaser. The Seller confirms to the Purchaser that, unless otherwise agreed upon in writing by the Seller and the Purchaser, the representations and warranties set forth in Section 7 of the Agreement with respect to the Mortgage Loans set forth listed on the Mortgage Loan Schedule attached hereto, and are not the subject of this Agreement or (ii) the rights representations and warranties in Section 6 of the Purchaser under Section 9.04 Agreement with respect to the Seller are true and correct as of the applicable Purchase date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. Recognition of the SellersFIRST FRANKLIN FINANCIAL CORPORATION (Seller) By: Name: Title:

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, all of its rights and obligations under that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Second Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement2006, the "Purchase Agreements"), each between the Assignor, as purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, as amended by Amendment No. 1 to the Second Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of December 1, 2006 (the “Purchase and Warranties Agreement”), solely insofar as the Purchase Agreements relate 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 (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 Agreements 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 9.04 of the applicable Purchase Agreement. Recognition of the Sellers.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Second Amended and Restated Mortgage Loan Purchase and Warranties Interim Servicing Agreement, dated as of June January 1, 2005 2007 (together with the 2004 Purchase Agreement, the "Purchase AgreementsAgreement"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements 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 (a) under Section Subsection 9.04 of the applicable Purchase AgreementAgreement or (b) to any premium recapture (i.e., the excess, if any, of the purchase price percentage over par) in connection with any repurchase pursuant to Subsections 9.03 and 9.05 of the Purchase Agreement or (iii) any right to require the Company to repurchase a Mortgage Loan pursuant to Subsection 9.05(b) of the Purchase Agreement unless the related Mortgagor is delinquent with respect to such Mortgage Loan's first Monthly Payment after origination. Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed 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 Flow Mortgage Loan Purchase and Warranties Agreement, dated as of August 1February 27, 2004 (2004, as amended by Amendment to Mortgage Loan Purchase and Warranties AgreementNo. 1 thereto, dated January 27as of November 29, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) 2004 (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements which Agreement 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 9.04 12 and Subsection 13.01 of the applicable Purchase Agreement. Recognition of the Sellers.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (2004, as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) 2005 (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIG, as sellers, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of the Sellers

Assignment and Conveyance. The Assignor On this __ day of _________, 200_, SunTrust Mortgage, Inc., as the Seller, under that certain Mortgage Loan Sale and Servicing Agreement, dated as of May 1, 2005 (the “Agreement”) does hereby conveyssell, sellstransfer, grantsassign, transfers set over and assigns convey to X.X. Xxxxxx Mortgage Acquisition Corp., as Purchaser under the Assignee Agreement all of the rightrights, title and interest of the Assignor, as purchaser, in, Seller in and to and under (a) those certain the Mortgage Loans listed on the schedule Mortgage Loan Schedule attached hereto, and the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 6 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and the contents of each Mortgage 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 delivered promptly by the Seller to the Purchaser. The Seller confirms to the Purchaser that the representations and warranties set forth in Section 7.01 of the Agreement with respect to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the representations and warranties in Section 7.02 of the Agreement with respect to the Seller are true and correct as of the date hereof. The Servicing Fee shall be ___________. The Terms Letter shall be dated ______, 20__. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. SunTrust Mortgage, Inc. (Seller) By:________________________ Name:______________________ Title:_______________________ Re: [_______________] (the "“Trust”), Mortgage Loan Schedule") attached hereto as Exhibit A (Pass-Through Certificates, Series [_____], issued pursuant to the "Mortgage Loans") Pooling and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Servicing Agreement, dated as of August 1[_____], 2004 2003 (the “Pooling and Servicing Agreement”), among [_____], as amended by Amendment to Mortgage Loan Purchase and Warranties Agreementdepositor (the “Depositor”), dated January 27[_____], 2005as trustee (the “Trustee”), Amendment No. 2 to [_____], as master servicer (the Mortgage Loan Purchase and Warranties Agreement“Master Servicer”) [_____], dated February 4, 2005 and Amendment No. 3 to as a servicer (the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"“Servicer”), and that certain Amended [_____], as responsible party I, [identify the certifying individual], certify to the Depositor, the Master Servicer and Restated Mortgage Loan Purchase the Trustee, and Warranties Agreementtheir officers, dated as of June 1directors and affiliates, 2005 (together and with the 2004 Purchase Agreementknowledge and intent that they will rely upon this certification, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIG, as sellers, solely insofar as the Purchase Agreements relate to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreements which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of the Sellersthat:

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain First Amended and Restated Mortgage Loan Purchase and Warranties Agreement (the "Purchase Agreement"), dated as of June January 1, 2005 (together with the 2004 Purchase Agreement2006, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIGthe Company, as sellersseller, as amended by Amendment No. 1, dated as of May 1, 2006, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements 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 (a) under Section Subsection 9.04 of the applicable Purchase Agreement or (b) to any premium recapture (i.e., the excess, if any, of the purchase price percentage over par) in connection with any repurchase pursuant to Subsections 9.03 and 9.05 of the Purchase Agreement. Recognition of the SellersCompany

Assignment and Conveyance. (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 mortgage loans listed on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A Schedule I (the "“Mortgage Loans"”) and (b) except as described below, that certain Mortgage Loan Purchase Master Seller’s Warranties and Warranties Agreement, Servicing Agreement dated as of August April 1, 2004 2006 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"“SWSA”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersservicer, solely insofar as the Purchase Agreements relate 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 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 (i) 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 Agreements SWSA which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement. (iib) the rights On and as of the Purchaser under Section 9.04 date hereof, immediately after giving effect to the First Assignment and Assumption, the Assignee hereby conveys, sells, grants, transfers and assigns to the Trustee, on behalf of the applicable Purchase Agreement. Recognition Trust, all of the Sellersright, title and interest in the Mortgage Loans and all rights and obligations related thereto as provided under the SWSA to the extent relating to the Mortgage Loans. The Trustee, on behalf of the Trust, hereby accepts such assignment from the Assignee (the “Second Assignment and Assumption”), and the Company hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, the Assignor represents and warrants to the Assignee and the Trustee that the Assignor has not taken any action that would serve to impair or encumber the respective ownership interests of the Assignee and the Trustee in the Mortgage Loans since the date of the Assignor’s acquisition of the Mortgage Loans.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed mortgage loans set forth on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A Attachment 1 (the "“Mortgage Loans"”) and (b) except as described below, that certain Mortgage Loan Purchase Amended and Warranties Restated Flow Servicing Agreement, dated as of March 1, 2006, as amended by the First Amendment to the Amended and Restated Flow Servicing Agreement dated August 1, 2004 2006 (as amended by Amendment to the "Servicing Agreement") and the Amended and Restated Master Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June March 1, 2005 2006, as amended by the First Amendment to the Amended and Restated Master Mortgage Loan Purchase Agreement dated October 26, 2006 (the "MLPA" and together with the 2004 Purchase Servicing Agreement, the "Purchase Agreements"), each executed between the Company, as Seller and/or Servicer and the Assignor, as purchaser (Purchaser. All of the "Purchaser"), and WFI and AIG, as sellers, solely insofar as the Purchase Agreements relate Mortgage Loans shall be serviced pursuant to the Mortgage LoansServicing 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 any mortgage loans subject to the Purchase Agreements which are not the Mortgage Loans set forth on the Mortgage Loan Schedule Attachment 1 and are not the subject of this Agreement or (iiAAR Agreement. In addition, the Assignor specifically reserves and does not assign, the right to enforce the representations and warranties set forth in Section 6(b) the rights of the Purchaser under MLPA, and the remedies set forth in Section 9.04 4(b) of the applicable Purchase AgreementMLPA. Recognition The Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Section 6(a) of the SellersMLPA, and Section 3.01 of the Servicing Agreement with respect to the Mortgage Loans with respect to the Company.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Second Amended and Restated Mortgage Loan Purchase and Warranties Agreement (the "Purchase Agreement"), dated as of June July 1, 2005 (together with the 2004 Purchase Agreement2006, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements 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 (a) under Section Subsection 9.04 of the applicable Purchase AgreementAgreement or (b) to any premium recapture (i.e., the excess, if any, of the purchase price percentage over par) in connection with any repurchase pursuant to Subsections 9.03 and 9.05 of the Purchase Agreement or (iii) any right to require the Company to repurchase a Mortgage Loan pursuant to Subsection 9.05(b) of the Purchase Agreement unless the related Mortgagor is delinquent with respect to such Mortgage Loan's first Monthly Payment after origination. Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") including, without limitation, interest and principal payments after September 1, 2005 and (b) except as described below, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of August 1February 27, 2004 (2004, as amended by Amendment to Mortgage Loan Purchase and Warranties AgreementNo. 1 thereto, dated January 27as of November 29, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) 2004 (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "PurchaserAssignor"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements which Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) the rights of the Purchaser Assignor under Subsection 8.05, Section 9.04 12 and Subsection 13.01 of the applicable Purchase Agreement, (iii) the rights retained by the Assignor pursuant to Section 6 hereof, and (iv) any rights of the Assignor under the letter agreement, relating to the Mortgage Loans, dated as of April 26, 2005 (the "Purchase Price and Terms Agreement") among the Company, the Assignor and the Servicer (as defined below). Recognition of the SellersCompany

Assignment and Conveyance. The Assignor Assignors hereby conveys, sellssell, grantsgrant, transfers transfer and assigns assign to the Assignee all of the rightrights, title title, interest and interest obligations of the AssignorAssignors, as purchaserpurchasers, 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 Master Mortgage Loan Purchase and Warranties Agreement (the "Sale Agreement"), dated as of August 130, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement2006, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the AssignorBarclays, as purchaser (the "Purchaser"), and WFI and AIGthe Company, as sellersseller, and the Servicing Agreement (the "Servicing Agreement"), dated as of August 30, 2006, between the Purchaser, and the Company, as servicer, each as amended by Amendment Reg AB to the Master Loan Purchase and Servicing Agreement, dated as of August 30, 2006 (together with the Sale Agreement and Servicing Agreement, the "Sale and Servicing Agreements"), among the Purchaser and the Company, solely insofar as the Purchase Sale and Servicing Agreements relate to the Mortgage Loans. From and after the date hereof, the Servicer shall service the Mortgage Loans in accordance with the Servicing Agreement as modified by this Agreement. The Assignor Assignors specifically reserves reserve and does do not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor Assignors with respect to any mortgage loans subject to the Purchase Sale and Servicing Agreements 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 9.04 of the applicable Purchase Agreement. Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Fourth Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June July 1, 2005 2006 (together with the 2004 Purchase Agreement, the "Purchase AgreementsAgreement"), each between the Assignor, as purchaser (the "Purchaser"), ) and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement or (iii) its obligations under Section 33.03(e) of the Fourth Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of July 1, 2006 with respect to the Mortgage Loans. Recognition of the SellersCompany, as seller -------------------------------------

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Mortgage Loan Amended and Restated Master Seller’s Purchase and Warranties Agreement, Agreement dated as of August December 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to as amended (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as initial purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-WMC2 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of June 1, 2006 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, N.A. as servicer, master servicer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the “Servicer”, “Master Servicer”, or “Trust Administrator”) and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of the Mortgage Loans, (ii) the rights Company shall look solely to the Trust for performance of any obligations of the Purchaser under Section 9.04 Assignor insofar as they relate to the enforcement of the applicable representations, warranties and covenants with respect to the Mortgage Loans, (iii) the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement. Recognition , including, without limitation, the enforcement of the Sellersdocument delivery requirements and remedies with respect to breaches of representations and warranties set forth in the Purchase Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Third Amended and Restated Mortgage Loan Purchase and Warranties Agreement (the "Purchase Agreement"), dated as of June August 1, 2005 (together with the 2004 Purchase Agreement2006, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate Agreement relates to the Mortgage LoansLoans and (c) 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 any mortgage loans subject to the Purchase Agreements 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 (a) under Section Subsection 9.04 of the applicable Purchase Agreement or (b) to any premium recapture (i.e., the excess, if any, of the purchase price percentage over par) in connection with any repurchase pursuant to Subsections 9.03 and 9.05 of the Purchase Agreement. Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005i) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June October 1, 2005 2006 (together with the 2004 "Trust Purchase Agreement, the "Purchase Agreements"), each between among the Assignor, as purchaser (the "Purchaser"), FAMWT and WFI Ocwen Loan Servicing, LLC ("Ocwen"), and AIG(ii) the Mortgage Loan Purchase and Warranties Agreement, dated as of October 1, 2006 (the "Trust I Purchase Agreement," and together with the Trust Purchase Agreement, the "Purchase Agreements"), among the Purchaser, FAMWTI, as sellersseller, and Ocwen, solely insofar as the Purchase Agreements relate to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the applicable Purchase Agreements 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 (a) under Section 9.04 Subsection 8.04 of the applicable Purchase Agreement or (b) to any premium recapture (i.e., the excess, if any, of the purchase price percentage over par) in connection with any repurchase pursuant to Subsections 8.03 and 8.05 of the applicable Purchase Agreement. Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveysOn this __ day of _________, sells200_, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor[SELLER], as purchaserthe Seller, 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 Flow Mortgage Loan Purchase and Warranties Agreement, dated as of August May 1, 2004 2006 (the "Agreement") does hereby sell, transfer, assign, set over and convey to Goldman Sachs Mortgage Company, as amended by Amendment Purchaser under the Agreement all rixxxx, xixxx xnd interest of the Seller in and to (a) the Mortgage Loans listed on the related Mortgage Loan Purchase Schedule attached as Exhibit 1 hereto, and Warranties (b) the Servicing Rights, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Subsection 6.03 of the Agreement, dated January 27the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, 2005Mortgage, Amendment Noand the contents of each Mortgage 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 delivered promptly by the Seller to the Purchaser. The Mortgage Loans have the pool characteristics set forth on Exhibit 2 hereto. The Seller confirms to the Purchaser that, unless otherwise agreed upon in writing by the Seller and the Purchaser, the representations and warranties set forth in Subsection 9.02 of the Agreement with respect to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIG, as sellers, solely insofar as the Purchase Agreements relate to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreements which are not the Mortgage Loans set forth listed on the Mortgage Loan Schedule attached hereto, and are not the subject of this Agreement or (ii) the rights representations and warranties in Subsection 9.01 of the Purchaser under Section 9.04 Agreement with respect to the Seller are true and correct as of the applicable Purchase date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. Recognition of the Sellers[SELLER] (Seller) By:____________________________________ Name: Title:

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Mortgage Loan Purchase Master Seller’s Purchase, Warranties and Warranties Agreement, Interim Servicing Agreement dated as of August May 1, 2004 (2007, as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as initial purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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. Capitalized terms not otherwise defined herein shall have the meaning set forth in 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2007-HE2 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2007 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, N.A. as master servicer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the “Master Servicer” or “Trust Administrator”), Option One Mortgage Corporation and Barclays Capital Real Estate Inc. d/b/a HomEq Servicing as servicers (the “Servicers”) and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of the Mortgage Loans, (ii) the rights Company shall look solely to the Trust for performance of any obligations of the Purchaser under Section 9.04 Assignor insofar as they relate to the enforcement of the applicable representations, warranties and covenants with respect to the Mortgage Loans, (iii) the Trust (including the Trustee and the Servicers acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement. Recognition , including, without limitation, the enforcement of the Sellersdocument delivery requirements and remedies with respect to breaches of representations and warranties set forth in the Purchase Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Servicers acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Mortgage Loan Amended and Restated Master Seller’s Purchase and Warranties Agreement, Agreement dated as of August December 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to as amended (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as initial purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-WMC3 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of September 1, 2006 (the “Pooling Agreement”), among the Assignee, JPMorgan Chase Bank, National Association as servicer (including its successors in interest and any successor servicers under the Pooling Agreement, the “Servicer”), Xxxxx Fargo Bank, N.A. as master servicer, trust administrator and custodian (including its successors in interest under the Pooling Agreement, “Master Servicer”, “Trust Administrator” or “Custodian”) and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of the Mortgage Loans, (ii) the rights Company shall look solely to the Trust for performance of any obligations of the Purchaser under Section 9.04 Assignor insofar as they relate to the enforcement of the applicable representations, warranties and covenants with respect to the Mortgage Loans, (iii) the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement. Recognition , including, without limitation, the enforcement of the Sellersdocument delivery requirements and remedies with respect to breaches of representations and warranties set forth in the Purchase Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Third Amended and Restated Mortgage Loan Purchase and Warranties Agreement (the "Purchase Agreement"), dated as of June May 1, 2005 (together with the 2004 Purchase Agreement2006, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements 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 (a) under Section Subsection 9.04 of the applicable Purchase Agreement or (b) to any premium recapture (i.e., the excess, if any, of the purchase price percentage over par) in connection with any repurchase pursuant to Subsections 9.03 and 9.05 of the Purchase Agreement. Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee and the Assignee hereby purchases (x) all of the right, title and interest of the Assignor, as purchaser, Assignor in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "Mortgage Loan ScheduleMORTGAGE LOAN SCHEDULE") attached hereto as Exhibit A (the "Mortgage LoansMORTGAGE LOANS") and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Interim Servicing Agreement, dated as of August 1, 2004 2003 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase AgreementPURCHASE AGREEMENT"), and that certain Amended and Restated between GMAC Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the AssignorCorporation, as purchaser (the "PurchaserPURCHASER") and the Company, as seller (attached hereto as Exhibit B), as assigned to the Assignor by the Assignment Assumption and Recognition Agreement, dated August 28, 2003 (the "GCFP ASSIGNMENT AGREEMENT"), between the Purchaser and WFI and AIG, as sellersthe Assignor, solely insofar as the Purchase Agreements relate 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 Purchaser (as assigned to the Assignor by the Purchaser pursuant to the GCFP Assignment Agreement) under the Purchase Agreement. In connection therewith, the Assignor hereby delivers or causes to be delivered to the Assignee, each of the documents set forth in Section 2.01 of the Pooling 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of the SellersRECOGNITION OF THE COMPANY

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") including, without limitation, interest and principal payments after March 1, 2006 and (b) except as described below, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of August 1February 27, 2004 (2004, as amended by Amendment to Mortgage Loan Purchase and Warranties AgreementNo. 1 thereto, dated January 27as of November 29, 2005, 2004 and by Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreementthereto, dated February 4as of January 20, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) 2006 (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "PurchaserAssignor"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements which Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) the rights of the Purchaser Assignor under Subsection 8.05, Section 9.04 12 and Subsection 13.01 of the applicable Purchase Agreement, (iii) the rights retained by the Assignor pursuant to Section 6 hereof, and (iv) any rights of the Assignor under the letter agreement, relating to the Mortgage Loans, dated as of November 16, 2005 (the "Purchase Price and Terms Agreement") among the Company, the Assignor and the Servicer (as defined below). Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Amended and Restated Flow Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 Agreement (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement2006, the "Purchase Agreements"), each between among the Assignor, as purchaser (the "Purchaser"), and WFI and AIGthe Company, as sellersseller and the Purchase Price and Terms Letter (the "Purchase Price and Terms Letter"), dated as of June 7, 2006, among the Purchaser, the Company and American Home Mortgage Servicing, Inc., solely insofar as the Purchase Agreements Agreement and the Purchase Price and Terms Letter relate to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreements 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 Agreement. The Assignee hereby assumes all of the Purchaser Assignor's obligations from and after the date hereof under Section 9.04 the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the applicable Purchase Agreementdate hereof. Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans") and ”), (b) except as described below, that certain Amended and Restated Master Mortgage Loan Purchase and Warranties Agreement, Interim Servicing Agreement dated as of August March 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to as amended and restated on April 1, 2007 (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between among the Assignor, as purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller and certain Affiliates of the Company and the related Assignment and Conveyance Agreement (attached hereto as Exhibit B), solely insofar as the Purchase Agreements relate Agreement relates to the Mortgage LoansLoans and (c) that certain Guaranty Agreement, dated as of September 13, 2007 (the “Guaranty”), between H&R Block, Inc. as guarantor and the Assignor as buyer (attached hereto as Exhibit C) 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Warranties Agreement, Interim Servicing Agreement dated as of August March 1, 2004 (2004, as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as initial purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller and interim servicer, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement or (solely to the extent set forth herein) and this Agreement to Fremont Home Loan Trust 2005-2 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of July 1, 2005 (the “Pooling Agreement”), among the Assignee, Lxxxxx Loan Servicing LP as servicer (including its successors in interest and any successor servicers under the Pooling Agreement, the “Servicer”) and Deutsche Bank National Trust Company, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of the Mortgage Loans, (ii) the rights Company shall look solely to the Trust for performance of any obligations of the Purchaser under Section 9.04 Assignor insofar as they relate to the enforcement of the applicable representations, warranties and covenants with respect to the Mortgage Loans, (iii) the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement. Recognition , including, without limitation, the enforcement of the Sellersdocument delivery requirements and remedies with respect to breaches of representations and warranties set forth in the Purchase Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee.

Assignment and Conveyance. The Assignor On this ___ day of __________, ____, Bank of America, National Association (“Seller”), as (i) the Seller under that certain Commitment Letter, dated as of ___________, _____ (the “Commitment Letter”), (ii) the Seller under that certain Amended and Restated Flow Mortgage Loan Sale and Servicing Agreement, dated as of July 1, 2005 (the “Purchase Agreement” and, together with the Commitment Letter, the “Agreements”) does hereby conveyssell, sellstransfer, grantsassign, transfers set over and assigns convey to Xxxxxxx Sachs Mortgage Company (“Purchaser”) as the Purchaser under the Agreements, without recourse, but subject to the Assignee all terms of the Agreements, all right, title and interest of of, in and to the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") Schedule attached hereto as Exhibit A (the "“Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Mortgage Files and all rights and obligations arising under the documents contained therein. Except as set forth on Exhibit D hereto, 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 Article VI of the Purchase Agreement, the "Purchase Agreements")Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Custodial Agreement. The contents of each Servicing File required to be retained by the Bank of America, each between the Assignor, National Association as purchaser servicer (the "Purchaser")“Servicer”) to service the Mortgage Loans pursuant to Purchase Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Servicer in its capacity as Servicer for the benefit of the Purchaser as the owner thereof. The Servicer’s possession of any portion of the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Purchase Agreement, and WFI such retention and AIGpossession by the Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, as sellersMortgage, solely insofar as the Purchase Agreements relate to Servicing Rights and the contents of the Mortgage Loans. The Assignor specifically reserves File and does not assign to Servicing File is vested in the Assignee hereunder (i) any Purchaser and the ownership of all right, title records and interest in, to and under and any obligations of the Assignor documents with respect to any mortgage loans subject to the Purchase Agreements which are not the Mortgage Loans set forth on the related Mortgage Loan Schedule prepared by or which come into the possession of the Seller or the Servicer shall immediately vest in the Purchaser and are not shall be retained and maintained, in trust, by the subject of this Agreement or (ii) Servicer at the rights will of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of the Sellersin such custodial capacity only.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans mortgage loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A Attachment 1-A-1 (the "“Attachment 1-A-1 Mortgage Loans"”), Attachment 1-A-2 (the “Attachment 1-A-2 Mortgage Loans”) and Attachment 1-A-3 (the “Attachment 1-A-3 Mortgage Loans”, and collectively with the Attachment 1-A-1 Mortgage Loans and Attachment 1-A-2 Mortgage Loans, the “Attachment 1-A Mortgage Loans”), (b) except as described belowbelow and to the extent of the Attachment 1-A-1 Mortgage Loans, that certain Mortgage Loan Purchase Seller’s Warranties and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, Servicing Agreement dated as of June 1, 2005 (the “June SWSA”) between the Company and the Assignor, (c) except as described below and to the extent of the Attachment 1-A-2 Mortgage Loans, that certain Seller’s Warranties and Servicing Agreement dated as of July 1, 2005 (the “First July SWSA”) between the Company and the Assignor, (d) except as described below and to the extent of the Attachment 1-A-3 Mortgage Loans, that certain Seller’s Warranties and Servicing Agreement dated as of July 1, 2005 (the “Second July SWSA”) between the Company and the Assignor and (e) the Flow Servicing Agreement dated as of November 1, 2005, as amended (the “Servicing Agreement”, together with the 2004 Purchase AgreementJune SWSA, the "Purchase First July SWSA and the Second July SWSA, the “Agreements"), each ”) between the Assignor, as purchaser owner and the Company, as servicer to the extent of the Attachment 1-A Mortgage Loans and the mortgage loans set forth on Attachment 1-B hereto (the "Purchaser"“Attachment 1-B Mortgage Loans”), . The Attachment 1-A Mortgage Loans and WFI and AIG, as sellers, solely insofar Attachment 1-B Mortgage Loans shall be referred to herein collectively as the Purchase Agreements relate “Mortgage Loans”. All of the Mortgage Loans shall be serviced pursuant to the Mortgage LoansServicing 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 any mortgage loans subject to the Purchase Agreements which are not the Mortgage Loans set forth on Attachment 1-X-0, Xxxxxxxxxx 0-X-0, Xxxxxxxxxx 1-A-3 or Attachment 1-B (the “Mortgage Loan Schedule Schedules”) and are not the subject of this Agreement or (ii) AAR Agreement. In addition, the rights Assignor specifically reserves and does not assign, the right to enforce the representations and warranties set forth in Section 3.02 of each of the Purchaser under June SWSA, the First July SWSA and the Second July SWSA with respect to the related Mortgage Loans, and the remedies set forth in Section 9.04 3.03 of each of the applicable Purchase AgreementJune SWSA, the First July SWSA and the Second July SWSA. Recognition The Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Section 3.01 of each of the SellersJune SWSA, the First July SWSA and the Second July SWSA with respect to the Attachment 1-A-1 Mortgage Loans, Attachment 1-A-2 Mortgage Loans and Attachment 1-A-3 Mortgage Loans, respectively, and Section 3.01 of the Servicing Agreement with respect to the Attachment 1-B Mortgage Loans with respect to the Company; provided, however, that in no event shall the Company be required to pay the Repurchase Price with respect to any Mortgage Loan more than once in connection with the repurchase of a Mortgage Loan pursuant to Section 3.03 of each of the June SWSA, the First July SWSA and the Second July SWSA.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") including, without limitation, interest and principal payments after September 1, 2006 and (b) except as described below, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of August 1February 27, 2004 (2004, as amended by Amendment to Mortgage Loan Purchase and Warranties AgreementNo. 1 thereto, dated January 27as of November 29, 20052004, by Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreementthereto, dated February 4as of January 20, 2005 2006 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreementas modified by that certain Regulation AB Compliance Addendum, dated April 28as of January 31, 2005) 2006 (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "PurchaserAssignor"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements which Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) the rights of the Purchaser Assignor under Subsection 8.05, Section 9.04 12 and Subsection 13.01 of the applicable Purchase Agreement, (iii) the rights retained by the Assignor pursuant to Section 6 hereof, and (iv) any rights of the Assignor under the letter agreement, relating to the Mortgage Loans, dated as of May 11, 2006 (the "Purchase Price and Terms Agreement") among the Company, the Assignor and the Servicer (as defined below). Recognition of the SellersCompany

Assignment and Conveyance. The Assignor Assignors hereby conveys, sellssell, grantsgrant, transfers transfer and assigns assign to the Assignee all of the rightrights, title titles, interest and interest obligations of the AssignorAssignors, as purchaserpurchasers, 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 Master Mortgage Loan Purchase and Warranties Agreement (the "Sale Agreement"), dated as of August 130, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement2006, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the AssignorBarclays, as purchaser (the "Purchaser"), and WFI and AIGthe Company, as sellersseller, and the Servicing Agreement (the "Servicing Agreement"), dated as of August 30, 2006, between the Purchaser, and the Company, as servicer, each as amended by Amendment Reg AB to the Master Loan Purchase and Servicing Agreement, dated as of August 30, 2006 (together with the Sale Agreement and Servicing Agreement, the "Sale and Servicing Agreements"), among the Purchaser and the Company, solely insofar as the Purchase Sale and Servicing Agreements relate to the Mortgage Loans. From and after the date hereof, the Servicer shall service the Mortgage Loans in accordance with the Servicing Agreement as modified by this Agreement. The Assignor Assignors specifically reserves reserve and does do not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor Assignors with respect to any mortgage loans subject to the Purchase Sale and Servicing Agreements 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 9.04 of the applicable Purchase Agreement. Recognition of the SellersCompany Recognition of the Company

Assignment and Conveyance. The Assignor hereby conveysOn this __ day of _________, sells200_, grants, transfers and assigns to the Assignee all of the right, title and interest of the AssignorFremont Investment & Loan, as purchaserthe Seller, 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 Flow Mortgage Loan Purchase and Warranties Agreement, dated as of August October 1, 2004 (the "Agreement") does hereby sell, transfer, assign, set over and convey to Goldman Sachs Mortgage Company, as amended by Amendment Purchaser under the Agreement all rixxxx, xixxx xnd interest of the Seller in and to (a) the Mortgage Loans listed on the related Mortgage Loan Purchase Schedule attached as Exhibit 1 hereto, and Warranties (b) the Servicing Rights, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2 of the Agreement, dated January 27the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, 2005Mortgage, Amendment Noand the contents of each Mortgage 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 delivered promptly by the Seller to the Purchaser. 2 The Seller confirms to the Purchaser that, unless otherwise agreed upon in writing by the Seller and the Purchaser, the representations and warranties set forth in Section 7 of the Agreement with respect to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to Loans listed on the Mortgage Loan Purchase Schedule attached hereto, and Warranties the representations and warranties in Section 6 of the Agreement with respect to the Seller are true and correct as of the date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement, dated April 28, 2005. FREMONT INVESTMENT & LOAN (Seller) By: ____________________________________ Name: __________________________________ Title: _________________________________ Schedule 1 MORTGAGE LOAN SCHEDULE EXHIBIT R EXECUTION COPY REPRESENTATIONS AND WARRANTIES AGREEMENT This REPRESENTATIONS AND WARRANTIES AGREEMENT (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1December 29, 2005 (together with the 2004 Purchase Agreement, the "Purchase AgreementsClosing Date"), each is between GOLDMAN SACHS MORTGAGE COMPANY ("GSMC" or the Assignor, as purchaser "Seller") and GS MORTGAGE XXXXXXTXXX XORP. (the "Depositor" or the "Purchaser"), and WFI and AIG, as sellers, solely insofar as the Purchase Agreements relate to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreements which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of the Sellers.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") including, without limitation, interest and principal payments after November 1, 2005 and (b) except as described below, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of August 1February 27, 2004 (2004, as amended by Amendment to Mortgage Loan Purchase and Warranties AgreementNo. 1 thereto, dated January 27as of November 29, 2005, 2004 and by Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreementthereto, dated February 4as of January 20, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) 2006 (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "PurchaserAssignor"), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements which Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or Agreement, (ii) the rights of the Purchaser Assignor under Subsection 8.05, Section 9.04 12 and Subsection 13.01 of the applicable Purchase Agreement, (iii) the rights retained by the Assignor pursuant to Section 6 hereof, and (iv) any rights of the Assignor under the letter agreement, relating to the Mortgage Loans, dated as of October 21, 2005 (the "Purchase Price and Terms Agreement") among the Company, the Assignor and the Servicer (as defined below). Recognition of the SellersCompany

Assignment and Conveyance. The Assignor hereby conveysOn this __ day of _________, sells200_, grants, transfers and assigns to the Assignee all of the right, title and interest of the AssignorAames Capital Corporation, as purchaserthe Seller, 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 Flow Mortgage Loan Purchase and Warranties Agreement, dated as of August April 1, 2004 2006 (the "Agreement") and that certain Purchase Price and Terms Agreement dated as amended by Amendment of [_________] does hereby sell, transfer, assign, set over and convey to Goldman Sachs Mortgage Company, as Purchaser under the Agreement all rixxxx, xixxx xnd interest of the Seller in and to (a) the Mortgage Loans listed on the related Mortgage Loan Purchase Schedule attached as Exhibit 1 hereto, and Warranties (b) the Servicing Rights, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Subsection 6.03 of the Agreement, dated January 27the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, 2005Mortgage, Amendment Noand the contents of each Mortgage 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 delivered promptly by the Seller to the Purchaser. The Mortgage Loans will be interim serviced from and after the date hereof for an interim period pursuant to the Interim Servicing Agreement between the Purchaser and Aames Funding Corporation, as interim servicer. The Mortgage Loans have the pool characteristics set forth on Exhibit 2 hereto. The Seller confirms to the Purchaser that, unless otherwise agreed upon in writing by the Seller and the Purchaser, the representations and warranties set forth in Subsection 9.02 of the Agreement with respect to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIG, as sellers, solely insofar as the Purchase Agreements relate to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreements which are not the Mortgage Loans set forth listed on the Mortgage Loan Schedule attached hereto, and are not the subject of this Agreement or (ii) the rights representations and warranties in Subsection 9.01 of the Purchaser under Section 9.04 Agreement with respect to the Seller are true and correct as of the applicable Purchase date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. Recognition of the SellersAAMES CAPITAL CORPORATION (Seller) By: __________________________________ Name: Title: AAMES FUNDING CORPORATION (Interim Servicer) By: __________________________________ Name: Title:

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Mortgage Loan Amended and Restated Master Seller’s Purchase and Warranties Agreement, Agreement dated as of August December 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to as amended (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as initial purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of the SellersCompany From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-WMC3 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of September 1, 2006 (the “Pooling Agreement”), among the Assignee, JPMorgan Chase Bank, National Association as servicer (including its successors in interest and any successor servicers under the Pooling Agreement, the “Servicer”), Welxx Xxrgo Bank, N.A. as master servicer and trust administrator (including their successors in interest [and any successor servicers] under the Pooling Agreement, “Master Servicer”, or “Trust Administrator”) and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of the Mortgage Loans, (ii) the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, (iii) the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement, including, without limitation, the enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in the Purchase Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Warranties Agreement, Interim Servicing Agreement dated as of August 1, 2004 (2006, as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 the servicing rights or any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement Agreement. The Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Subsection 7.01 and Subsection 7.02 with respect to the Company and the Mortgage Loans against the Company; provided, however, that in no event shall the Company be required to pay the Repurchase Price with respect to any Mortgage Loan more than once in connection with the repurchase of a Mortgage Loan pursuant to Subsection 7.03, 7.04 or (ii) the rights 7.05 of the Purchaser under Section 9.04 of the applicable Purchase Agreement. Recognition of In addition, the Sellersright to require the Company to repurchase a Mortgage Loan shall be exercised solely the Assignee, its successors and assigns.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase and Warranties Agreement, dated as of August 1, 2004 (as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 Purchase Agreement"), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (the "A&R Purchase Agreement"), and that certain Third Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of December 1, 2005 (together with the 2004 A&R Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the "Purchaser"), and WFI and AIGthe Company, as sellers, solely insofar as the Purchase Agreements relate to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreements which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the applicable Purchase Agreement or (iii) its obligations under Section 33.03(e) of the Third Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of December 1, 2005 with respect to the Mortgage Loans. Recognition of the SellersCompany, as seller

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the "“Mortgage Loan Schedule"”) attached hereto as Exhibit A (the "“Mortgage Loans"”) and (b) except as described below, that certain Mortgage Loan Master Seller’s Purchase and Warranties Agreement, and Interim Servicing Agreement dated as of August May 1, 2004 (2006, as amended by Amendment to Mortgage Loan Purchase and Warranties Agreement, dated January 27, 2005, Amendment No. 2 to (the Mortgage Loan Purchase and Warranties Agreement, dated February 4, 2005 and Amendment No. 3 to the Mortgage Loan Purchase and Warranties Agreement, dated April 28, 2005) (as so amended, the "2004 “Purchase Agreement"”), and that certain Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2005 (together with the 2004 Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as initial purchaser (the "“Purchaser"”), and WFI and AIGthe Company, as sellersseller, solely insofar as the Purchase Agreements relate 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 any mortgage loans subject to the Purchase Agreements Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-HE4 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2006 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, N.A. as master servicer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the “Master Servicer” or “Trust Administrator”), Xxxxx Fargo Bank, N.A. and Barclays Capital Real Estate Inc. d/b/a HomEq Servicing as servicers and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of the Mortgage Loans, (ii) the rights Company shall look solely to the Trust for performance of any obligations of the Purchaser under Section 9.04 Assignor insofar as they relate to the enforcement of the applicable representations, warranties and covenants with respect to the Mortgage Loans, (iii) the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement. Recognition , including, without limitation, the enforcement of the Sellersdocument delivery requirements and remedies with respect to breaches of representations and warranties set forth in the Purchase Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee.