Common use of Assignment and Conveyance Clause in Contracts

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Servicing Agreement dated as of ____________, 20__, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. 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 7.05 of the 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 Company

Assignment and Conveyance. On this __ day of _________, 200_, Fremont Investment & Loan, as the Seller, under that certain Amended and Restated Flow Mortgage Loan Purchase and Warranties Agreement, dated as of January 1. The Assignor , 2006 (the "Agreement") does hereby conveyssell, sellstransfer, grantsassign, transfers set over and assigns convey to Goldman Sachs Mortgage Company, as Purchaser under the Assignee (x) Agreement all of the rightrixxxx, title and xixxx xnd interest of the Assignor, as purchaser, in, Seller in and to and under (a) those certain the Mortgage Loans listed as being originated by the Company on the schedule (the “related Mortgage Loan Schedule”) Schedule attached hereto as Exhibit A (the “Mortgage Loans”) 1 hereto, and (b) except as described belowthe Servicing Rights, that certain Master 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 Purchase to be purchased as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage, and Servicing 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 dated 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:____________, 20______________ 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 amended (the “Purchase Agreement”)of January 1, between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. 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 7.05 of the 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 Company2006 CONVENTIONAL FIXED AND ADJUSTABLE RATE RESIDENTIAL MORTGAGE LOANS ================================================================================ TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.01 Definitions...................................................

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Seller’s Purchase and Servicing Warranties Agreement dated as of ____________February 1, 20__2003, as amended (the “Purchase Agreement”), between the Assignor, as initial purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company 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 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 Assignee each hereby retain Servicer acting on the right Trust’s behalf) shall have all the rights and remedies available to enforce 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 Subsection 7.01 the Purchase Agreement, and Subsection 7.02 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 Company and the Mortgage Loans against without 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 7.05 prior written consent of the 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 CompanyTrustee.

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Amended and Restated Mortgage Loan Purchase and Servicing Agreement Warranties Agreement, dated as of ____________June 1, 20__, as amended 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 A&R Purchase Agreement, the "Purchase Agreements"), each between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 Agreement Agreements which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor and Agreement or (ii) 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 7.05 rights 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 Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of ____________, 20__, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Subsection Section 7.01 and Subsection 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 Subsection Section 7.03, 7.04 or 7.05 of the 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 Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee Assignee, without recourse and as of the date hereof (x) 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 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 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 Interim Servicing Agreement dated as of ____________March 15, 20__2007, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”)initial purchaser, and the CompanyOriginator, as sellerseller and servicer, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or (i) any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement, (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). 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 In consideration for the Mortgage Loans against assigned hereunder, the Company; providedAssignee shall, howeveron the date hereof, that in no event shall deliver to or upon 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 7.05 order of the Purchase Agreement. In additionAssignor or its designee (i) an amount, in immediately available funds, equal to the right to require net proceeds of the Company to repurchase a Mortgage Loan shall be exercised solely sale of the AssigneeClass 1-A-1, its successors 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 assignsClass M-8-A Notes, (ii) the Class M-7-B, Class M-8-B, Class M-9 and Class M-10 Notes (the “Retained Notes”) and (iii) the Owner Trust Certificates. Recognition of the CompanyTrust by Originator

Assignment and Conveyance. 1. The Assignor Effective as of the date of recordation of deed conveying the Property to Buyer, which is the closing date for the conveyance of the Property to Buyer (“Closing Date”), Seller hereby conveys, sells, grants, assigns and transfers and assigns to the Assignee (x) Buyer all of the Seller’s right, title and interest of the Assignor, as purchaser, in, to in 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 Servicing Agreement dated as of ____________, 20__, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and following property (y“Transferred Assets”): (1) other than as provided below with respect to the enforcement all of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all Seller’s right, title and interest inin and to the fixtures, to equipment and under other personal property owned by Seller that is used in connection with the ownership, maintenance and operation of the Property (“Personal Property”), excluding any artwork located upon the Property and owned by Seller or Seller’s members and any obligations furniture and furnishings located in the offices of Bxxxx X. Xxxxx, Sxxxxx X. Xxxx and Sxxxxx X. Xxxxxxxxx upon the Assignor Property and owned by Bxxxx X. Xxxxx, Sxxxxx X. Xxxx or Sxxxxx X. Xxxxxxxxx; (2) all warranties, guaranties, sureties and claims or similar rights in connection with the construction of or equipment, furnishings, furniture and/or fixtures on the Improvements; (3) all plans, specifications, drawings and permits with respect to the servicing Improvements, including such documents related to any remodel of the Improvements, and all construction, engineering, soils, architectural or similar plans, documents and reports related to the Property (the “Plans and Reports”); (4) all existing service and maintenance contracts entered into by Seller relating to the Property (the “Service Contracts”) and equipment leases related to the Property entered into by Seller (the “Equipment Leases”); (5) all licenses, permits, approvals, certificates of occupancy, entitlements or other rights or any mortgage loans subject authorizations related to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. 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 or used in connection with the repurchase Property, together with all deposits to governmental authorities relating to the Property; (6) studies, documents, tests, surveys, assessments, audits, appraisals, contracts, contract rights, claims and warranties related to the Property (the “Property Documents”); and (7) all of a Mortgage Loan pursuant Seller’s rights, if any, to Subsection 7.03use any names related to the Property. For clarity, 7.04 Property does not include artwork located at or 7.05 on the Improvements owned by any of the 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 members of the CompanySeller.

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) 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 Interim Servicing Agreement dated as of ____________February 28, 20__2006, as amended (the “Purchase Agreement”), between among the Assignor, as purchaser (the “Purchaser”), and the Company, as selleroriginator and servicer (the “Originator” and the “Servicer”, respectively) and the Xxxxxxx Street Funding II, LLC, as seller (the “Seller”), solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or (i) any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this AgreementAgreement 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. 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 In consideration for the Mortgage Loans against assigned hereunder, the Company; providedAssignee shall, howeveron the date hereof, that in no event shall deliver to or upon 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 7.05 order of the Purchase Agreement. In additionAssignor or its designee (i) an amount, in immediately available funds, equal to the right to require net proceeds of the Company to repurchase a Mortgage Loan shall be exercised solely sale of the AssigneeClass A and the Mezzanine Notes (other than the Class M-9, its successors Class M-10 and assignsClass M-11 Notes), (ii) the Class M-9, Class M-10 and Class M-11 Notes (the “Retained Notes”) and (iii) the Owner Trust Certificates. Recognition of the Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Servicing Agreement dated as On this __ day of ___________, 200_, 20__Equifirst Corporation (the "Seller"), as amended the Seller, under that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of January 26, 2004 (the “Purchase "Agreement”") does hereby sell, transfer, assign, set over and convey to Goldman Sachs Mortgage Company (the "Purchaser"), between as Purchaser under thx Xxxxxment all rights, title and interest of the AssignorSeller 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 purchaser (set forth in the “Purchaser”)Agreement. The ownership of each Mortgage Note, Mortgage, and the Company, as seller, solely insofar as contents of each Mortgage File is vested in the Purchase Agreement relates 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 Purchaser does hereby contract with the Seller for the servicing responsibilities related to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not 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 of this 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 Assignor contents of each Servicing File required to be delivered to service the Mortgage Loans pursuant to the Agreement have been or shall be delivered to the Seller by the Purchaser in accordance with the terms of the Agreement. The Seller confirms to the Purchaser that, unless otherwise agreed upon in writing by the Seller and the Assignee each hereby retain the right to enforce Purchaser, the representations and warranties set forth in Subsection 7.01 and Subsection 7.02 Section 9.02 of the Agreement with respect to the Company Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the Mortgage Loans against representations and warranties in Section 9.01 of the Company; provided, however, that in no event shall the Company be required to pay the Repurchase Price Agreement 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 7.05 Seller are true and correct as of the Purchase date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the 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 CompanyEQUIFIRST CORPORATION (Seller) By: -------------------------------------- Name: ------------------------------------ Title: -----------------------------------

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Servicing Agreement dated as On this __ day of ___________, 200_, 20__Fremont Investment & Loan, as amended the Seller, under that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of October 1, 2004 (the “Purchase "Agreement”)") does hereby sell, between the Assignortransfer, assign, set over and convey to Goldman Sachs Mortgage Company, as purchaser Purchaser under the Agreement all rixxxx, xitle and interest of the Seller in and to (a) the “Purchaser”)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 Company, as seller, solely insofar as contents of each Mortgage File is vested in the Purchase Agreement relates to Purchaser and the Mortgage Loans ownership of all records and (y) other than as provided below documents with respect to the enforcement of representations and warranties, none related Mortgage Loan prepared by or which come into the possession of the obligations of Seller shall immediately vest in the Assignor under Purchaser and shall be delivered promptly by the Purchase AgreementSeller to the Purchaser. The Assignor specifically reserves and does not assign Seller confirms to the Assignee hereunder any and all rightPurchaser that, title and interest in, to and under and any obligations of unless otherwise agreed upon in writing by the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor Seller and the Assignee each hereby retain the right to enforce Purchaser, the representations and warranties set forth in Subsection 7.01 and Subsection 7.02 Section 7 of the Agreement with respect to the Company Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, and the Mortgage Loans against representations and warranties in Section 6 of the Company; provided, however, that in no event shall the Company be required to pay the Repurchase Price Agreement 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 7.05 Seller are true and correct as of the Purchase date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. In additionFREMONT 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 sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the right to require the Company to repurchase a Mortgage Loan shall be exercised solely the Assignee, its successors and assigns. Recognition of the Companyparties hereto hereby agree as follows:

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) other than the Servicing Rights appurtenant to the Mortgage Loans and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of ____________March 1, 20__2005, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights Servicing Rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Subsection Section 7.01 and Subsection 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 Subsection 7.03, Section 7.03 or 7.04 or 7.05 of the 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 Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Servicing Agreement dated as of ____________June 1, 20__2006, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. 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 7.05 of the 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 Company

Assignment and Conveyance. 1. (a) The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, all of its rights and obligations under that certain Master Second Amended and Restated Mortgage Loan Purchase and Warranties Servicing Agreement dated as of ____________, 20__, as amended (the “Initial Purchase Agreement”), 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 “Amendment” and, together with the Initial Purchase Agreement, the “Purchase and Warranties Agreement”) in each case between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase and Warranties Agreement relates to the Mortgage Loans (the “First Assignment 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 AgreementAssumption”). The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to (a) Subsection 9.05 of the servicing rights Purchase and Warranties Agreement or (b) any mortgage loans subject to the Purchase and Warranties Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. 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 7.05 of the 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 Company.

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and ), (b) except as described below, that certain Amended and Restated Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of ____________March 1, 20__2005, as amended and restated on April 1, 2007 (the “Purchase Agreement”), between among the Assignor, as purchaser (the “Purchaser”), and the Company, as sellerseller and certain Affiliates of the Company and the related Assignment and Conveyance Agreement (attached hereto as Exhibit B), solely insofar as the Purchase Agreement relates to the Mortgage Loans 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 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 Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this 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 7.05 of the 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 Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Amended and Restated Master Mortgage Loan Seller’s Purchase and Servicing Warranties Agreement dated as of ____________December 1, 20__2005, as amended (the “Purchase Agreement”), between the Assignor, as initial purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company 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 Assignee each hereby retain Servicer acting on the right Trust’s behalf) shall have all the rights and remedies available to enforce 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 Subsection 7.01 the Purchase Agreement, and Subsection 7.02 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 Company and the Mortgage Loans against without 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 7.05 prior written consent of the 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 CompanyTrustee.

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Third Amended and Restated Mortgage Loan Purchase and Servicing Warranties Agreement (the "Purchase Agreement"), dated as of ____________August 1, 20__, as amended (the “Purchase Agreement”)2006, between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (yc) 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 Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor and Agreement or (ii) the Assignee each hereby retain rights of the right to enforce Purchaser (a) under Subsection 9.04 of 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 Purchase Agreement or (b) to any Mortgage Loan more than once premium recapture (i.e., the excess, if any, of the purchase price percentage over par) in connection with the any repurchase of a Mortgage Loan pursuant to Subsection 7.03, 7.04 or 7.05 Subsections 9.03 and 9.05 of the Purchase Agreement. In addition, the Agreement or (iii) any right to require the Company to repurchase a Mortgage Loan shall be exercised solely pursuant to Subsection 9.05(b) of the Assignee, its successors and assignsPurchase Agreement unless the related Mortgagor is delinquent with respect to such Mortgage Loan's first Monthly Payment after origination. Recognition of the Company

Assignment and Conveyance. 1. 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 Servicing Agreement dated as of ____________March 1, 20__2005, as amended (the “Purchase Agreement”), between among the Assignor, as purchaser (the “Purchaser”), and 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 Option One Owner Trust 2003-5, as sellersellers, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. 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 7.05 of the 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 Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase Seller’s Purchase, Warranties and Interim Servicing Agreement dated as of ____________March 1, 20__2004, as amended (the “Purchase Agreement”), between the Assignor, as initial purchaser (the “Purchaser”), and the Company, as sellerseller and interim servicer, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company 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 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 Assignee each hereby retain Servicer acting on the right Trust’s behalf) shall have all the rights and remedies available to enforce 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 Subsection 7.01 the Purchase Agreement, and Subsection 7.02 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 Company and the Mortgage Loans against without 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 7.05 prior written consent of the 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 CompanyTrustee.

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Amended and Restated Master Mortgage Loan Seller’s Purchase and Servicing Warranties Agreement dated as of ____________December 1, 20__2005, as amended (the “Purchase Agreement”), between the Assignor, as initial purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company 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 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 Assignee each hereby retain Servicer acting on the right Trust’s behalf) shall have all the rights and remedies available to enforce 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 Subsection 7.01 the Purchase Agreement, and Subsection 7.02 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 Company and the Mortgage Loans against without 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 7.05 prior written consent of the 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 CompanyTrustee.

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Amended and Restated Flow Mortgage Loan Purchase and Servicing Warranties Agreement (the "Purchase Agreement"), dated as of ____________June 1, 20__2006, as amended (the “Purchase Agreement”), between among the Assignor, as purchaser (the “"Purchaser”"), and the Company, as sellerseller 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 Agreement relates and the Purchase Price and Terms Letter relate 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 AgreementLoans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor Assignee hereby assumes all of the Assignor's obligations from and after 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 date hereof under 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 7.05 of and the Purchase AgreementAgreement solely insofar as such obligations relate to the Mortgage Loans. In addition, The Assignee does not assume hereby such obligations of Assignor prior to the right to require the Company to repurchase a Mortgage Loan shall be exercised solely the Assignee, its successors and assignsdate hereof. Recognition of the Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”) and "), (b) except as described below, that certain Master Mortgage Loan Purchase Seller's Warranties and Servicing Agreement (the "Seller's Warranties and Servicing Agreement"), dated as of [_________], 200[___, 20__, as amended (the “Purchase Agreement”)], between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Seller's Warranties and Servicing Agreement relates to the Mortgage Loans and (yc) other than that certain Custodial Agreement (the "Custodial Agreement"), dated as provided below with respect to of [__________], 200[_], by and among the enforcement of representations Company, the Purchaser and warranties, none of [_____________] (the obligations of the Assignor under the Purchase Agreement"Custodian"). 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 Seller's Warranties and Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor and Agreement or (ii) 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 7.05 rights of the Purchase Purchaser under Section 3.04 of the Seller's Warranties and Servicing 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 Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") including, without limitation, interest and principal payments after September 1, 2006 and (b) except as described below, that certain Master Flow Mortgage Loan Purchase and Servicing Agreement Warranties Agreement, dated as of ____________February 27, 20__2004, as amended by Amendment No. 1 thereto, dated as of November 29, 2004, by Amendment No. 2 thereto, dated as of January 20, 2006 and as modified by that certain Regulation AB Compliance Addendum, dated as of January 31, 2006 (as so amended, the “"Purchase Agreement”"), between the Assignor, as purchaser (the “Purchaser”"Assignor"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder (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 Agreement which that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The , (ii) the rights of the Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in under Subsection 7.01 8.05, Section 12 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 7.05 13.01 of the Purchase Agreement. In addition, (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 right to require Assignor and the Company to repurchase a Mortgage Loan shall be exercised solely the Assignee, its successors and assignsServicer (as defined below). Recognition of the Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase Seller’s Purchase, Warranties and Interim Servicing Agreement dated as of ____________May 1, 20__2006, as amended (the “Purchase Agreement”), between the Assignor, as initial purchaser (the “Purchaser”), and the Company, as seller, and any related Confirmations (as defined in the Purchase Agreement) solely insofar as the Purchase Agreement relates and related Confirmations relate to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor also maintains its rights to enforce any obligations of the Company pursuant to the Purchase 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 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 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 Assignee each hereby retain Servicers acting on the right Trust’s behalf) shall have all the rights and remedies available to enforce 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 Subsection 7.01 the Purchase Agreement, and Subsection 7.02 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 Company and the Mortgage Loans against without 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 7.05 prior written consent of the 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 CompanyTrustee.

Assignment and Conveyance. 1. The Assignor hereby conveysOn this ___ day of __________, sells____, grants, transfers and assigns to the Assignee ___________________ (x) all of the right, title and interest of the Assignor“Seller”), as purchaser, in, to and (i) the Seller 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 Price and Servicing Agreement Terms Agreement, dated as of ___________, _____ (the “PPTA”), 20and (ii) the Seller under that certain Mortgage Loan Purchase and Warranties Agreement, dated as of ________, as amended ____ (the “Purchase Agreement”), between the Assignordoes hereby sell, as purchaser transfer, assign, set over and convey to Xxxxxx Xxxxxxx Mortgage Capital Inc. (the “Purchaser”) as the Purchaser under the Agreements (as defined below), and the Companywithout recourse, as seller, solely insofar as the Purchase Agreement relates but subject to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none terms of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and Agreements, all right, title and interest inof, in and to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement 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 are not 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 this 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 Assignor 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 and shall be held in trust by the 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 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 Assignee each hereby retain contents of the right to enforce Mortgage File and Servicing File is vested in the representations Purchaser and warranties set forth in Subsection 7.01 the ownership of all records and Subsection 7.02 documents with respect to the Company 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 against the Company; provided, however, that in no event shall the Company be required to pay the Repurchase Price subject hereto are set forth on Exhibit B hereto. In accordance 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 7.05 Section 6 of the Purchase Agreement. In addition, the right Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. [SELLER] By:________________________ Name: Title: [SERVICER] By:________________________ Name: Title: Accepted and Agreed: XXXXXX XXXXXXX MORTGAGE CAPITAL INC. By:__________________________________ Name: Title: EXHIBIT A TO ASSIGNMENT AND CONVEYANCE AGREEMENT THE MORTGAGE LOANS G-A-1 EXHIBIT B TO ASSIGNMENT AND CONVEYANCE AGREEMENT REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE POOL CHARACTERISTICS OF EACH MORTGAGE LOAN PACKAGE Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_________; (2) an origination date earlier than _ months prior to require the Company to repurchase 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 shall be exercised solely the Assignee, its successors has a Mortgage Interest Rate of at least ______% per annum and assignsan outstanding principal balance less than $________. Recognition Each Adjustable Rate Mortgage Loan has an Index of the Company[_______]. EXHIBIT C TO ASSIGNMENT AND CONVEYANCE AGREEMENT UNDERWRITING GUIDELINES Exhibit H EXHIBIT H SELLER’S UNDERWRITING GUIDELINES Exhibit I EXHIBIT I CONTENTS OF EACH CREDIT FILE

Assignment and Conveyance. 1. The Assignor On this __ day of _________, 200_, [Seller], as the Seller, under that certain Mortgage Loan Sale and Servicing Agreement, dated as of [_______] 200__ (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 (x) 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 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 being originated 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 Company 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 schedule (the “Mortgage Loan Schedule”) Schedule attached hereto as Exhibit A (hereto, and the “Mortgage Loans”) representations and (b) except as described below, that certain Master Mortgage Loan Purchase warranties in Section 7.02 of the Agreement with respect to the Seller are true and Servicing Agreement dated correct as of the date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. [SELLER] (Seller) By:____________, 20__, as amended __________ Name:______________________ Title:_______________________ EXHIBIT 13 ANNUAL CERTIFICATION Re: [_______________] (the “Purchase Trust”), Mortgage Pass-Through Certificates, Series [_____], issued pursuant to the Pooling and Servicing Agreement, dated as of [_____], 2003 (the “Pooling and Servicing Agreement”), between the Assignoramong [_____], as purchaser depositor (the “PurchaserDepositor”), [_____], as trustee (the “Trustee”), [_____], as master servicer (the “Master Servicer”) [_____], as a servicer (the “Servicer”), and the Company[_____], as sellerresponsible party I, solely insofar as [identify the Purchase Agreement relates certifying individual], certify to the Mortgage Loans and (y) other than as provided below with respect to Depositor, the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor Master Servicer and the Assignee each hereby retain the right to enforce the representations Trustee, and warranties set forth in Subsection 7.01 their officers, directors and Subsection 7.02 with respect to the Company affiliates, 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 7.03knowledge and intent that they will rely upon this certification, 7.04 or 7.05 of the 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 Companythat:

Assignment and Conveyance. 1. The Assignor hereby conveysOn this ___ day of __________, sells____, grants, transfers and assigns to the Assignee ___________________ (x) all of the right, title and interest of the Assignor“Seller”), as purchaser, in, to and (i) the Seller 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 Price and Servicing Agreement Terms Agreement, dated as of ___________, _____ (the “PPTA”), 20and (ii) the Seller under that certain Mortgage Loan Purchase and Warranties Agreement, dated as of ________, as amended ____ (the “Purchase Agreement”), between the Assignordoes hereby sell, as purchaser transfer, assign, set over and convey to Xxxxxx Xxxxxxx Mortgage Capital Inc. (the “Purchaser”) as the Purchaser under the Agreements (as defined below), and the Companywithout recourse, as seller, solely insofar as the Purchase Agreement relates but subject to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none terms of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and Agreements, all right, title and interest inof, in and to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement 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 are not 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 this 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 Assignor 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 and shall be held in trust by the 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 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 Assignee each hereby retain contents of the right to enforce Mortgage File and Servicing File is vested in the representations Purchaser and warranties set forth in Subsection 7.01 the ownership of all records and Subsection 7.02 documents with respect to the Company 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 against the Company; provided, however, that in no event shall the Company be required to pay the Repurchase Price subject hereto are set forth on Exhibit B hereto. In accordance 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 7.05 Section 6 of the Purchase Agreement. In addition, the right Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. [SELLER] By: __________________________________ Name: Title: [SERVICER] By: __________________________________ Name: Title: Accepted and Agreed: XXXXXX XXXXXXX MORTGAGE CAPITAL INC. By: _________________________ Name: Title: EXHIBIT A TO ASSIGNMENT AND CONVEYANCE AGREEMENT THE MORTGAGE LOANS EXHIBIT B TO ASSIGNMENT AND CONVEYANCE AGREEMENT REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE POOL CHARACTERISTICS OF EACH MORTGAGE LOAN PACKAGE Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_________; (2) an origination date earlier than _ months prior to require the Company to repurchase 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 shall be exercised solely the Assignee, its successors has a Mortgage Interest Rate of at least ______% per annum and assignsan outstanding principal balance less than $________. Recognition Each Adjustable Rate Mortgage Loan has an Index of the Company[_______]. EXHIBIT C TO ASSIGNMENT AND CONVEYANCE AGREEMENT UNDERWRITING GUIDELINES Exhibit H EXHIBIT H SELLER’S UNDERWRITING GUIDELINES Exhibit I EXHIBIT I

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") including, without limitation, interest and principal payments after May 1, 2006 and (b) except as described below, that certain Master Flow Mortgage Loan Purchase and Servicing Agreement Warranties Agreement, dated as of ____________February 27, 20__2004, as amended by Amendment No. 1 thereto, dated as of November 29, 2004, by Amendment No. 2 thereto, dated as of January 20, 2006 and as modified by that certain Regulation AB Compliance Addendum, dated as of January 31, 2006 (as so amended, the “"Purchase Agreement”"), between the Assignor, as purchaser (the “Purchaser”"Assignor"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder (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 Agreement which that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The , (ii) the rights of the Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in under Subsection 7.01 8.05, Section 12 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 7.05 13.01 of the Purchase Agreement. In addition, (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 right to require Assignor and the Company to repurchase a Mortgage Loan shall be exercised solely the Assignee, its successors and assignsServicer (as defined below). Recognition of the Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) 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 Interim Servicing Agreement dated as of ____________February 28, 20__2006, as amended (the “Purchase Agreement”), between among the Assignor, as purchaser (the “Purchaser”), and the Company, as selleroriginator and servicer (the “Originator” and the “Servicer”, respectively) and the Hxxxxxx Street Funding II, LLC, as seller (the “Seller”), solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or (i) any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this AgreementAgreement 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. 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 In consideration for the Mortgage Loans against assigned hereunder, the Company; providedAssignee shall, howeveron the date hereof, that in no event shall deliver to or upon 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 7.05 order of the Purchase Agreement. In additionAssignor or its designee (i) an amount, in immediately available funds, equal to the right to require net proceeds of the Company to repurchase a Mortgage Loan shall be exercised solely sale of the AssigneeClass A and the Mezzanine Notes (other than the Class M-9, its successors Class M-10 and assignsClass M-11 Notes), (ii) the Class M-9, Class M-10 and Class M-11 Notes (the “Retained Notes”) and (iii) the Owner Trust Certificates. Recognition of the Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of ____________August 1, 20__2006, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. 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 7.05 of the 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 Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Second Amended and Restated Mortgage Loan Purchase and Servicing Warranties Agreement (the "Purchase Agreement"), dated as of ____________July 1, 20__, as amended (the “Purchase Agreement”)2006, between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor and Agreement or (ii) the Assignee each hereby retain rights of the right to enforce Purchaser (a) under Subsection 9.04 of 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 Purchase Agreement or (b) to any Mortgage Loan more than once premium recapture (i.e., the excess, if any, of the purchase price percentage over par) in connection with the any repurchase of a Mortgage Loan pursuant to Subsection 7.03, 7.04 or 7.05 Subsections 9.03 and 9.05 of the Purchase Agreement. In addition, the Agreement or (iii) any right to require the Company to repurchase a Mortgage Loan shall be exercised solely pursuant to Subsection 9.05(b) of the Assignee, its successors and assignsPurchase Agreement unless the related Mortgagor is delinquent with respect to such Mortgage Loan's first Monthly Payment after origination. Recognition of the Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Third Amended and Restated Mortgage Loan Purchase and Servicing Warranties Agreement (the "Purchase Agreement"), dated as of ____________May 1, 20__, as amended (the “Purchase Agreement”)2006, between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor and Agreement or (ii) the Assignee each hereby retain rights of the right to enforce Purchaser (a) under Subsection 9.04 of 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 Purchase Agreement or (b) to any Mortgage Loan more than once premium recapture (i.e., the excess, if any, of the purchase price percentage over par) in connection with the any repurchase of a Mortgage Loan pursuant to Subsection 7.03, 7.04 or 7.05 Subsections 9.03 and 9.05 of the 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 Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Second Amended and Restated Mortgage Loan Purchase and Interim Servicing Agreement Agreement, dated as of ____________January 1, 20__, as amended 2007 (the “"Purchase Agreement”"), between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder (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 Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor and Agreement or (ii) the Assignee each hereby retain rights of the right to enforce Purchaser (a) under Subsection 9.04 of 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 Purchase Agreement or (b) to any Mortgage Loan more than once premium recapture (i.e., the excess, if any, of the purchase price percentage over par) in connection with the any repurchase of a Mortgage Loan pursuant to Subsection 7.03, 7.04 or 7.05 Subsections 9.03 and 9.05 of the Purchase Agreement. In addition, the Agreement or (iii) any right to require the Company to repurchase a Mortgage Loan shall be exercised solely pursuant to Subsection 9.05(b) of the Assignee, its successors and assignsPurchase Agreement unless the related Mortgagor is delinquent with respect to such Mortgage Loan's first Monthly Payment after origination. Recognition of the Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase Seller’s Purchase, Warranties and Interim Servicing Agreement dated as of ____________May 1, 20__2006, as amended (the “Purchase Agreement”), between the Assignor, as initial purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company 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 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 Assignee each hereby retain Servicer acting on the right Trust’s behalf) shall have all the rights and remedies available to enforce 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 Subsection 7.01 the Purchase Agreement, and Subsection 7.02 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 Company and the Mortgage Loans against without 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 7.05 prior written consent of the 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 CompanyTrustee.

Assignment and Conveyance. 1Section. 1 The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company or Aames Capital Corporation on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of ____________June 1, 20__2005, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Subsection Section 7.01 and Subsection 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 Subsection 7.03, Section 7.03 or 7.04 or 7.05 of the Purchase Agreement. In addition, the right to require the Company to repurchase a Mortgage Loan shall be exercised solely by the Assignee, its successors and assigns. Recognition of the Company.

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and ), (b) except as described below, that certain Amended and Restated Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of ____________March 1, 20__2005, as amended and restated on April 1, 2007 (the “Purchase Agreement”), between among the Assignor, as purchaser (the “Purchaser”), and the Company, as sellerseller and certain Affiliates of the Company and the related Assignment and Conveyance Agreement (attached hereto as Exhibit B), solely insofar as the Purchase Agreement relates to the Mortgage Loans 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 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 Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this 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 7.05 of the 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 Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Amended and Restated Master Mortgage Loan Seller’s Purchase and Servicing Warranties Agreement dated as of ____________December 1, 20__2005, as amended (the “Purchase Agreement”), between the Assignor, as initial purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company 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 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 Assignee each hereby retain Servicer acting on the right Trust’s behalf) shall have all the rights and remedies available to enforce 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 Subsection 7.01 the Purchase Agreement, and Subsection 7.02 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 Company and the Mortgage Loans against without 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 7.05 prior written consent of the 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 CompanyTrustee.

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of ____________December 1, 20__2006, as amended (the “"Purchase Agreement”"), between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. 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 7.05 of the 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 Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") including, without limitation, interest and principal payments after September 1, 2005 and (b) except as described below, that certain Master Flow Mortgage Loan Purchase and Servicing Agreement Warranties Agreement, dated as of ____________February 27, 20__2004, as amended by Amendment No. 1 thereto, dated as of November 29, 2004 (as so amended, the “"Purchase Agreement”"), between the Assignor, as purchaser (the “Purchaser”"Assignor"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder (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 Agreement which that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The , (ii) the rights of the Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in under Subsection 7.01 8.05, Section 12 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 7.05 13.01 of the Purchase Agreement. In addition, (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 right to require Assignor and the Company to repurchase a Mortgage Loan shall be exercised solely the Assignee, its successors and assignsServicer (as defined below). Recognition of the Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") including, without limitation, interest and principal payments after November 1, 2005 and (b) except as described below, that certain Master Flow Mortgage Loan Purchase and Servicing Agreement Warranties Agreement, dated as of ____________February 27, 20__2004, as amended by Amendment No. 1 thereto, dated as of November 29, 2004 (as so amended, the “"Purchase Agreement”"), between the Assignor, as purchaser (the “Purchaser”"Assignor"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder (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 Agreement which that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The , (ii) the rights of the Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in under Subsection 7.01 8.05, Section 12 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 7.05 13.01 of the Purchase Agreement. In addition, (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 right to require Assignor and the Company to repurchase a Mortgage Loan shall be exercised solely the Assignee, its successors and assignsServicer (as defined below). Recognition of the Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Seller’s Purchase and Warranties and Interim Servicing Agreement dated as of ____________May 1, 20__2006, as amended (the “Purchase Agreement”), between the Assignor, as initial purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company 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 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 Assignee each hereby retain Servicer acting on the right Trust’s behalf) shall have all the rights and remedies available to enforce 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 Subsection 7.01 the Purchase Agreement, and Subsection 7.02 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 Company and the Mortgage Loans against without 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 7.05 prior written consent of the 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 CompanyTrustee.

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase Seller’s Purchase, Warranties and Interim Servicing Agreement dated as of ____________May 1, 20__2006, as amended (the “Purchase Agreement”), between the Assignor, as initial purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company 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 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 Assignee each hereby retain Servicer acting on the right Trust’s behalf) shall have all the rights and remedies available to enforce 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 Subsection 7.01 the Purchase Agreement, and Subsection 7.02 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 Company and the Mortgage Loans against without 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 7.05 prior written consent of the 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 CompanyTrustee.

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") including, without limitation, interest and principal payments after November 1, 2005 and (b) except as described below, that certain Master Flow Mortgage Loan Purchase and Servicing Agreement Warranties Agreement, dated as of ____________February 27, 20__2004, as amended by Amendment No. 1 thereto, dated as of November 29, 2004 and by Amendment No. 2 thereto, dated as of January 20, 2006 (as so amended, the “"Purchase Agreement”"), between the Assignor, as purchaser (the “Purchaser”"Assignor"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder (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 Agreement which that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The , (ii) the rights of the Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in under Subsection 7.01 8.05, Section 12 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 7.05 13.01 of the Purchase Agreement. In addition, (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 right to require Assignor and the Company to repurchase a Mortgage Loan shall be exercised solely the Assignee, its successors and assignsServicer (as defined below). Recognition of the Company

Assignment and Conveyance. 1. 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 Schedule”"MORTGAGE LOAN SCHEDULE") attached hereto as Exhibit A (the “Mortgage Loans”"MORTGAGE LOANS") and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement Agreement, dated as of ____________February 1, 20__, as amended 2003 (the “Purchase Agreement”"PURCHASE AGREEMENT"), between the AssignorGreenwich Capital Financial Products, Inc., as purchaser (the “Purchaser”"PURCHASER"), and the Company, as sellerseller (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 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 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 Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this 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 7.05 of the 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 CompanyRECOGNITION OF THE COMPANY

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of ____________May 1, 20__, 2003 as amended on December 23, 2003 and January 1, 2005 (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder (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 Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Agreement or (ii) notwithstanding the foregoing, the Assignor and shall not assign to the Assignee or the Trust (including the Trustee and each hereby retain of the right to enforce Servicers acting on the representations and warranties set forth in Subsection 7.01 and Subsection 7.02 with respect to Trust’s behalf) any of 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 Assignor's rights pursuant to Subsection 7.03, 7.04 or 7.05 7.04(b) of the 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 Company.

Assignment and Conveyance. 1. 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 Schedule”"MORTGAGE LOAN SCHEDULE") attached hereto as Exhibit A (the “Mortgage Loans”"MORTGAGE LOANS") and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement Agreement, dated as of ____________August 1, 20__, as amended 2003 (the “Purchase Agreement”"PURCHASE AGREEMENT"), between the AssignorGMAC Mortgage Corporation, as purchaser (the “Purchaser”), "PURCHASER") and the Company, as sellerseller (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 the Assignor, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the 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 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 Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this 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 7.05 of the 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 CompanyRECOGNITION OF THE COMPANY

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company 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 Amended and 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, 2006 (the "Servicing Agreement") and the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement Agreement, dated as of ____________March 1, 20__2006, as amended by the First Amendment to the Amended and Restated Master Mortgage Loan Purchase Agreement dated October 26, 2006 (the “Purchase "MLPA" and together with the Servicing Agreement”, the "Agreements"), executed between the Company, as Seller and/or Servicer and the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to . All of the Mortgage Loans and (y) other than as provided below with respect shall be serviced pursuant to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Servicing Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement Agreements which are not the Mortgage Loans set forth on the Mortgage Loan Schedule Attachment 1 and are not the subject of this AAR 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) of the MLPA, and the remedies set forth in Section 4(b) of the MLPA. The Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Subsection 7.01 Section 6(a) of the MLPA, and Subsection 7.02 Section 3.01 of the Servicing Agreement 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 7.05 of the 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 Company.

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of ____________March 1, 20__2004, as amended (the “Purchase Agreement”), between the Assignor, as initial purchaser (the “Purchaser”), and the Company, as sellerseller and interim servicer, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company 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 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 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 Assignee each hereby retain Servicer acting on the right Trust’s behalf) shall have all the rights and remedies available to enforce 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 Subsection 7.01 the Purchase Agreement, and Subsection 7.02 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 Company and the Mortgage Loans against without 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 7.05 prior written consent of the 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 CompanyTrustee.

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") including, without limitation, interest and principal payments after March 1, 2006 and (b) except as described below, that certain Master Flow Mortgage Loan Purchase and Servicing Agreement Warranties Agreement, dated as of ____________February 27, 20__2004, as amended by Amendment No. 1 thereto, dated as of November 29, 2004 and by Amendment No. 2 thereto, dated as of January 20, 2006 (as so amended, the “"Purchase Agreement”"), between the Assignor, as purchaser (the “Purchaser”"Assignor"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder (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 Agreement which that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The , (ii) the rights of the Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in under Subsection 7.01 8.05, Section 12 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 7.05 13.01 of the Purchase Agreement. In addition, (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 right to require Assignor and the Company to repurchase a Mortgage Loan shall be exercised solely the Assignee, its successors and assignsServicer (as defined below). Recognition of the Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Second Amended and Restated Mortgage Loan Purchase and Servicing Agreement Warranties Agreement, dated as of ____________November 1, 20__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 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 the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 Agreement Agreements which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor and Agreement or (ii) 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 7.05 rights 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 CompanyCompany --------------------------

Assignment and Conveyance. 1. The Assignor hereby conveysOn this ___ day of __________, sells____, grantsBank of America, transfers and assigns to the Assignee National Association (x) all of the right, title and interest of the Assignor“Seller”), as purchaser, in, to and (i) the Seller 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 Servicing Agreement Commitment Letter, dated as of ____________, 20_____ (the “Commitment Letter”), (ii) the Seller under that certain Amended and Restated Flow Mortgage Loan Sale and Servicing Agreement, dated as amended of July 1, 2005 (the “Purchase Agreement” and, together with the Commitment Letter, the “Agreements”)) does hereby sell, between the Assignortransfer, as purchaser assign, set over and convey to Xxxxxxx Sachs Mortgage Company (the “Purchaser”), and the Company, as seller, solely insofar ) as the Purchase Agreement relates Purchaser under the Agreements, without recourse, but subject to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none terms of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and Agreements, all right, title and interest inof, in and to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement 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 are not 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 this the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Custodial Agreement. The Assignor contents of each Servicing File required to be retained by the Bank of America, National Association as servicer (the “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 such retention and possession by the Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, the Servicing Rights and the Assignee each hereby retain contents of the right Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to enforce 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 Servicer at the will of the Purchaser in such custodial capacity only. In accordance with Article VI of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto with the Mortgage Loan Package characteristics as set forth on Exhibit B hereto. Notwithstanding any provision in the Agreements to the contrary, the representations and warranties set forth in Subsection Section 7.01 and Subsection 7.02 with respect the document delivery requirements of Section 6.03 of the Purchase Agreement are subject to and qualified by the Company exceptions set forth on Exhibit D 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 Mortgage Loans against the Company; provided, however, that meanings set forth 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 7.05 of the Purchase Agreement. In additionXXXX XX XXXXXXX, NATIONAL ASSOCIATION By: ___________________________________ Name: _________________________________ Title: __________________________________ Accepted and Agreed: XXXXXXX XXXXX MORTGAGE COMPANY By: ______________________________ Name: _________________________ Title: __________________________ EXHIBIT A TO ASSIGNMENT AND CONVEYANCE AGREEMENT THE MORTGAGE LOANS EXHIBIT B TO ASSIGNMENT AND CONVEYANCE AGREEMENT REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE POOL CHARACTERISTICS OF EACH MORTGAGE LOAN PACKAGE Pool Characteristics of the right to require the Company to repurchase a Mortgage Loan shall be exercised solely Package as delivered on the Assignee, its successors and assignsrelated Closing Date: EXHIBIT C TO ASSIGNMENT AND CONVEYANCE AGREEMENT UNDERWRITING GUIDELINES On file with the Purchaser. Recognition of the CompanyEXHIBIT D TO ASSIGNMENT AND CONVEYANCE AGREEMENT EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL MORTGAGE LOANS

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase Seller’s Purchase, Warranties and Interim Servicing Agreement dated as of ____________May 1, 20__2007, as amended (the “Purchase Agreement”), between the Assignor, as initial purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. 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 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 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 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 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 Assignee each hereby retain Servicers acting on the right Trust’s behalf) shall have all the rights and remedies available to enforce 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 Subsection 7.01 the Purchase Agreement, and Subsection 7.02 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 Company and the Mortgage Loans against without 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 7.05 prior written consent of the 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 CompanyTrustee.

Assignment and Conveyance. 1. The Assignor Effective as of the date of recordation of deed conveying the Property to Buyer, which is the closing date for the conveyance of the Property to Buyer (“Closing Date”), Seller hereby conveys, sells, grants, assigns and transfers and assigns to the Assignee (x) Buyer all of the Seller’s right, title and interest of the Assignor, as purchaser, in, to in 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 Servicing Agreement dated as of ____________, 20__, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and following property (y“Transferred Assets”): (1) other than as provided below with respect to the enforcement all of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all Seller’s right, title and interest inin and to the fixtures, to equipment and under other personal property owned by Seller that is used in connection with the ownership, maintenance and operation of the Property (“Personal Property”), excluding any artwork located upon the Property and owned by Seller or Seller’s members and any obligations furniture and furnishings located in the offices of Xxxxx X. Xxxxx, Xxxxxx X. Xxxx and Xxxxxx X. Xxxxxxxxx upon the Assignor Property and owned by Xxxxx X. Xxxxx, Xxxxxx X. Xxxx or Xxxxxx X. Xxxxxxxxx; (2) all warranties, guaranties, sureties and claims or similar rights in connection with the construction of or equipment, furnishings, furniture and/or fixtures on the Improvements; (3) all plans, specifications, drawings and permits with respect to the servicing Improvements, including such documents related to any remodel of the Improvements, and all construction, engineering, soils, architectural or similar plans, documents and reports related to the Property (the “Plans and Reports”); (4) all existing service and maintenance contracts entered into by Seller relating to the Property (the “Service Contracts”) and equipment leases related to the Property entered into by Seller (the “Equipment Leases”); (5) all licenses, permits, approvals, certificates of occupancy, entitlements or other rights or any mortgage loans subject authorizations related to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. 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 or used in connection with the repurchase Property, together with all deposits to governmental authorities relating to the Property; (6) studies, documents, tests, surveys, assessments, audits, appraisals, contracts, contract rights, claims and warranties related to the Property (the “Property Documents”); and (7) all of a Mortgage Loan pursuant Seller’s rights, if any, to Subsection 7.03use any names related to the Property. For clarity, 7.04 Property does not include artwork located at or 7.05 on the Improvements owned by any of the Purchase Agreementmembers of Seller. 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 Company2.

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Seller’s Purchase and Warranties and Interim Servicing Agreement dated as of ____________May 1, 20__2006, as amended (the “Purchase Agreement”), between the Assignor, as initial purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company 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 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 Assignee each hereby retain Servicer acting on the right Trust’s behalf) shall have all the rights and remedies available to enforce 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 Subsection 7.01 the Purchase Agreement, and Subsection 7.02 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 Company and the Mortgage Loans against without 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 7.05 prior written consent of the 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 CompanyTrustee.

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”"MORTGAGE LOAN SCHEDULE") attached hereto as Exhibit A (the “"MORTGAGE LOANS") other than the Servicing Rights appurtenant to the Mortgage Loans”) Loans and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of ____________March 1, 20__2005, as amended (the “Purchase Agreement”"PURCHASE AGREEMENT"), between the Assignor, as purchaser (the “Purchaser”"PURCHASER"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights Servicing Rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Subsection Section 7.01 and Subsection 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 Subsection 7.03, Section 7.03 or 7.04 or 7.05 of the 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 CompanyRECOGNITION OF THE COMPANY

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Fourth Amended and Restated Mortgage Loan Purchase and Servicing Agreement Warranties Agreement, dated as of ____________July 1, 20__, as amended 2006 (the “"Purchase Agreement”"), each between the Assignor, as purchaser (the “"Purchaser”), ") and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the Purchase Agreement or (iii) its obligations under Section 33.03(e) of the Fourth Amended and Restated Mortgage Loan Purchase and Warranties 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 , dated as of July 1, 2006 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 7.05 of the Purchase Agreement. In addition, the right to require the Company to repurchase a Mortgage Loan shall be exercised solely the Assignee, its successors and assignsLoans. Recognition of the Company, as seller -------------------------------------

Assignment and Conveyance. 1. The Assignor On this __ day of _________, 200_, [Seller], as the Seller, under that certain Mortgage Loan Sale and Interim Servicing Agreement, dated as of [_______], 200_ (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 (x) 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 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 being originated 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 Company 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 schedule (the “Mortgage Loan Schedule”) Schedule attached hereto as Exhibit A (hereto, and the “Mortgage Loans”) representations and (b) except as described below, that certain Master Mortgage Loan Purchase warranties in Section 7.02 of the Agreement with respect to the Seller are true and Servicing Agreement dated correct as of the date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. [SELLER] (Seller) By: ____________, 20__, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. 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 7.05 of the 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 Company_____________________ Name:______________________________ Title:_______________________________ EXHIBIT 13

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) other than the Servicing Rights appurtenant to the Mortgage Loans and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of ____________March 1, 20__2005, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights Servicing Rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Subsection Section 7.01 and Subsection 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 Subsection 7.03, Section 7.03 or 7.04 or 7.05 of the 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 Company.

Assignment and Conveyance. 1. 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 Schedule”"MORTGAGE 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 Interim Servicing Agreement Agreement, dated as of ____________February 1, 20__2003, as amended including any assignments thereof (the “"Purchase Agreement”"), between the Assignor, as purchaser (the “Purchaser”"PURCHASER"), and the CompanyResidential Asset Mortgage Enterprise, LLC, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. 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 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 Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this 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 7.05 of the 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 Company.

Assignment and Conveyance. 1. The Assignor hereby conveysOn this ___ day of __________, sells____, grants, transfers and assigns to the Assignee ___________________ (x) all of the right, title and interest of the Assignor“Seller”), as purchaser, in, to and (i) the Seller 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 Price and Servicing Agreement Terms Agreement, dated as of ___________, _____ (the “PPTA”), 20and (ii) the Seller under that certain Mortgage Loan Purchase and Warranties Agreement, dated as of ________, as amended ____ (the “Purchase Agreement”), between the Assignordoes hereby sell, as purchaser transfer, assign, set over and convey to Xxxxxx Xxxxxxx Mortgage Capital Inc. (the “Purchaser”) as the Purchaser under the Agreements (as defined below), and the Companywithout recourse, as seller, solely insofar as the Purchase Agreement relates but subject to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none terms of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and Agreements, all right, title and interest inof, in and to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement 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 are not 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 this 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 Assignor 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 and shall be held in trust by the 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 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 Assignee each hereby retain contents of the right to enforce Mortgage File and Servicing File is vested in the representations Purchaser and warranties set forth in Subsection 7.01 the ownership of all records and Subsection 7.02 documents with respect to the Company 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 against the Company; provided, however, that in no event shall the Company be required to pay the Repurchase Price subject hereto are set forth on Exhibit B hereto. In accordance 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 7.05 Section 6 of the Purchase Agreement. In addition, the right Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. [SELLER] By: Name: Title: Accepted and Agreed: XXXXXX XXXXXXX MORTGAGE CAPITAL INC. By: Name: Title: EXHIBIT A TO ASSIGNMENT AND CONVEYANCE AGREEMENT THE MORTGAGE LOANS EXHIBIT B TO ASSIGNMENT AND CONVEYANCE AGREEMENT REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE POOL CHARACTERISTICS OF EACH MORTGAGE LOAN PACKAGE Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_________; (2) an origination date earlier than _ months prior to require the Company to repurchase 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 shall be exercised solely the Assignee, its successors has a Mortgage Interest Rate of at least ______% per annum and assignsan outstanding principal balance less than $________. Recognition Each Adjustable Rate Mortgage Loan has an Index of the Company[_______]. EXHIBIT C TO ASSIGNMENT AND CONVEYANCE AGREEMENT UNDERWRITING GUIDELINES Exhibit H EXHIBIT H SELLER’S UNDERWRITING GUIDELINES Exhibit I EXHIBIT I

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase Seller’s Purchase, Warranties and Interim Servicing Agreement dated as of ____________May 1, 20__2006, as amended (the “Purchase Agreement”), between the Assignor, as initial purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company 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-HE5 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of December 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”), Barclays Capital Real Estate Inc. d/b/a HomEq Servicing as servicer (the “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 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 Assignee each hereby retain Servicer acting on the right Trust’s behalf) shall have all the rights and remedies available to enforce 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 Subsection 7.01 the Purchase Agreement, and Subsection 7.02 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 Company and the Mortgage Loans against without 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 7.05 prior written consent of the 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 CompanyTrustee.

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Second Amended and Restated Mortgage Loan Purchase and Servicing Warranties Agreement (the "Purchase Agreement"), dated as of ____________July 1, 20__, as amended (the “Purchase Agreement”)2006, between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase AgreementLoans. 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 Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor and Agreement or (ii) the Assignee each hereby retain rights of the right to enforce Purchaser (a) under Subsection 9.04 of 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 Purchase Agreement or (b) to any Mortgage Loan more than once premium recapture (i.e., the excess, if any, of the purchase price percentage over par) in connection with the any repurchase of a Mortgage Loan pursuant to Subsection 7.03, 7.04 or 7.05 Subsections 9.03 and 9.05 of the 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 Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of ____________June 1, 20__2005, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Subsection Section 7.01 and Subsection 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 Subsection 7.03, Section 7.03 or 7.04 or 7.05 of the 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 Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master First Amended and Restated Mortgage Loan Purchase and Servicing Warranties Agreement (the "Purchase Agreement"), dated as of ____________January 1, 20__, as amended (the “Purchase Agreement”)2006, between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, as amended by Amendment No. 1, dated as of May 1, 2006, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder (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 Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor and Agreement or (ii) the Assignee each hereby retain rights of the right to enforce Purchaser (a) under Subsection 9.04 of 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 Purchase Agreement or (b) to any Mortgage Loan more than once premium recapture (i.e., the excess, if any, of the purchase price percentage over par) in connection with the any repurchase of a Mortgage Loan pursuant to Subsection 7.03, 7.04 or 7.05 Subsections 9.03 and 9.05 of the 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 Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”"MORTGAGE LOAN SCHEDULE") attached hereto as Exhibit A (the “Mortgage Loans”"MORTGAGE LOANS") and (b) except as described below, that certain Master Mortgage Loan Purchase Seller's Purchase, Warranties and Interim Servicing Agreement dated as of ____________March 1, 20__2004, as amended (the “Purchase Agreement”"PURCHASE AGREEMENT"), between the Assignor, as initial purchaser (the “Purchaser”"PURCHASER"), and the Company, as sellerseller and interim servicer, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. RECOGNITION OF THE COMPANY 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 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 Assignee each hereby retain Servicer acting on the right Trust's behalf) shall have all the rights and remedies available to enforce 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 Subsection 7.01 the Purchase Agreement, and Subsection 7.02 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 Company and the Mortgage Loans against without 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 7.05 prior written consent of the 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 CompanyTrustee.

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “"Mortgage Loan Schedule”") attached hereto as Exhibit A (the “"Mortgage Loans”") and (b) except as described below, that certain Master Third Amended and Restated Mortgage Loan Purchase and Servicing Warranties Agreement (the "Purchase Agreement"), dated as of ____________August 1, 20__, as amended (the “Purchase Agreement”)2006, between the Assignor, as purchaser (the “"Purchaser”"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (yc) 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 Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. The Assignor and Agreement or (ii) the Assignee each hereby retain rights of the right to enforce Purchaser (a) under Subsection 9.04 of 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 Purchase Agreement or (b) to any Mortgage Loan more than once premium recapture (i.e., the excess, if any, of the purchase price percentage over par) in connection with the any repurchase of a Mortgage Loan pursuant to Subsection 7.03, 7.04 or 7.05 Subsections 9.03 and 9.05 of the 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 Company

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Amended and Restated Master Mortgage Loan Seller’s Purchase and Servicing Warranties Agreement dated as of ____________December 1, 20__2005, as amended (the “Purchase Agreement”), between the Assignor, as initial purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company 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 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 Assignee each hereby retain Servicer acting on the right Trust’s behalf) shall have all the rights and remedies available to enforce 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 Subsection 7.01 the Purchase Agreement, and Subsection 7.02 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 Company and the Mortgage Loans against without 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 7.05 prior written consent of the 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 CompanyTrustee.

Assignment and Conveyance. 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Amended and Restated Master Mortgage Loan Seller’s Purchase and Servicing Warranties Agreement dated as of ____________December 1, 20__2005, as amended (the “Purchase Agreement”), between the Assignor, as initial purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. Recognition of the Company 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 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 Assignee each hereby retain Servicer acting on the right Trust’s behalf) shall have all the rights and remedies available to enforce 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 Subsection 7.01 the Purchase Agreement, and Subsection 7.02 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 Company and the Mortgage Loans against without 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 7.05 prior written consent of the 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 CompanyTrustee.

Assignment and Conveyance. 1. (i) 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 Schedule”"MORTGAGE LOAN SCHEDULE") attached hereto as Exhibit A (the “Mortgage Loans”"MORTGAGE LOANS") and (b) except as described below, that certain Master Mortgage Loan Purchase and Servicing Agreement dated as of ____________March 1, 20__2005, as amended (the “Purchase Agreement”"PURCHASE AGREEMENT"), between among the Assignor, as purchaser (the “Purchaser”"PURCHASER"), and 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 Option One Owner Trust 2003-5, as sellersellers, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. 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 7.05 of the 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 CompanyRECOGNITION OF THE COMPANY