Common use of Securities Administrator Capacity Clause in Contracts

Securities Administrator Capacity. It is expressly undexxxxxx xnd agreed by the parties hereto that insofar as this Confirmation is executed by Wells Fargo Bank, National Association (i) this Confirmation is executex and delivered by Wells Fargo Bank, National Association not in its individual capaxxxx but solely as Securities Administrator under the PSA in the exercise of the powers and authority conferred and invested in it as securities administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of the Trust is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo Bank, National Association in its individual capacity xx xersonally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation. [MORGAN STANLEY LETTERHEAD] -------------------------------------------------------------------------------- We are very pleased to have entered into this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, MORGAN STANLEY CAPITAL SERVICES INC. Bx: /x/ D.N. Moore ----------------------- Name: David N. Moore Title: Vice Prxxxxxxx Xxxxx B, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as ox xxx Trade Date. WELLS FARGO BANK, NATIONAL ASXXXXXTION, not individually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Xxxxx 0000-XX2, Mortgage Pass-Through Certificates, Series 2006-HE2 By: /s/ Patricia M. Russo ------------------------- Name: Patricia M. Russo Title: Vice Xxxxxxxxx MORGAN STANLEY 0000 XRXXXXXX [MORGAN STANLEY LETTERHEAD] NEW YORK, NY 10000-0090 Xxxxl 28, 2006 Wells Fargo Bank, National Association A national banking association, xxx xndividually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Trust 2006-HE2 (the "Trust")Mortgage Pass-Xxxxxgx Xxxxxficates, Series 2006-HE2 9062 Old Annapolis Road Columbia, Maryland 21045 Ladies and Gentlemen: Xx xxxxxxxxxxxxx xx xxxx xxxxxxx XXDA Master Agreement and that certain ISDA Schedule, each dated as April 28, 2006 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinaftxx "XXCX") xxx Wells Fargo Bank, National Association, a national banking association, xxx individually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Trust 2006-HE2, Mortgage Pass-Through Cerxxxxxxtxx, Xxxies 2006-HE2 (hereinafter "Counterparty") (such ISDA Master Agreement and ISDA Schedule, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the "Agreement"), Morgan Stanley, a Delaware corporation (hereinafter "MS"), hereby irrevxxxxxx xxx xxxonditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on Scheduled Payment Dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MS at its address set forth in the signature block of this Guarantee (or to such other address as MS may specify in writing), MS agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MS's obligations under this Guarantee. MS hereby agrees that its obligations hereunder shall be unconditional and xxxx not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MS hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MS or otherwise, MS's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MS represents to Counterparty as of the date hereof, which representations will be deemed to be repeated by MS on each date on which a Transaction is entered into, that:

Securities Administrator Capacity. It is expressly undexxxxxx expressxx xxxxxxxxxx xnd agreed by the parties hereto that insofar as this Confirmation is executed by Wells Fargo Bank, National Association (i) this Confirmation is executex and delivered by Wells Fargo Bank, National Association not in its individual capaxxxx but solely as Securities Administrator of the Trust under the PSA in the exercise of the powers and authority conferred and invested in it as securities administrator Securities Administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of the Trust Party B is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo Bank, National Association in its individual capacity xx xersonally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation. [MORGAN STANLEY LETTERHEAD] -------------------------------------------------------------------------------- ------------------------------------------------------------------------------ We are very pleased to have entered into this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, MORGAN STANLEY CAPITAL SERVICES INC. BxXx: /x/ D.N. David N. Moore ----------------------- --------------------------------- Name: David N. Moore Title: Vice Prxxxxxxx Xxxxx B, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as ox xxx of the Trade Date. WELLS FARGO BANK, NATIONAL ASXXXXXTION, not individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. Xxxxx 0000Xxx. Xrxxx 0007-XX2NC2, Mortgage Pass-Through Certificates, Series 20062007-HE2 NC2 By: /s/ Patricia M. Russo ------------------------- Carla S. Walker --------------------------------- Name: Patricia M. Russo Carla S. Walker Title: Vice Vicx Xxxxxxxxx MORGAN STANLEY ------------------------------------------------------------------------------ SCHEDULE I -------------------------------------------------------------------------------- Calculation Line Period Notional Amount ($) Multiplier -------------------------------------------------------------------------------- 1 Effective Date 4/25/2008 60,319,988.48 10 2 4/25/2008 5/25/2008 57,766,101.11 10 3 5/25/2008 6/25/2008 55,321,192.85 10 4 6/25/2008 7/25/2008 52,980,580.59 10 5 7/25/2008 8/25/2008 50,739,783.72 10 6 8/25/2008 9/25/2008 48,594,515.30 10 7 9/25/2008 10/25/2008 46,536,758.42 10 8 10/25/2008 11/25/2008 44,567,362.05 10 9 11/25/2008 12/25/2008 33,710,139.99 10 10 12/25/2008 1/25/2009 31,692,260.83 10 11 1/25/2009 2/25/2009 30,372,127.70 10 12 2/25/2009 3/25/2009 29,115,001.78 10 13 3/25/2009 4/25/2009 27,906,455.92 10 14 4/25/2009 5/25/2009 26,749,103.97 10 15 5/25/2009 6/25/2009 16,542,839.40 10 16 6/25/2009 7/25/2009 15,260,693.82 10 17 7/25/2009 8/25/2009 14,653,486.91 10 18 8/25/2009 9/25/2009 14,073,961.85 10 19 9/25/2009 10/25/2009 13,519,579.25 10 20 10/25/2009 11/25/2009 12,980,177.62 10 21 11/25/2009 12/25/2009 6,932,305.46 10 22 12/25/2009 1/25/2010 6,045,196.83 10 23 1/25/2010 2/25/2010 5,833,660.42 10 24 2/25/2010 3/25/2010 5,632,012.79 10 25 3/25/2010 4/25/2010 5,441,534.74 10 26 4/25/2010 5/25/2010 5,249,852.26 10 27 5/25/2010 6/25/2010 4,720,096.66 10 28 6/25/2010 7/25/2010 4,273,518.15 10 29 7/25/2010 8/25/2010 4,132,646.74 10 30 8/25/2010 9/25/2010 3,996,408.30 10 31 9/25/2010 10/25/2010 3,866,957.33 10 32 10/25/2010 11/25/2010 3,737,234.26 10 33 11/25/2010 12/25/2010 3,415,007.33 10 34 12/25/2010 1/25/2011 3,140,714.95 10 35 1/25/2011 2/25/2011 3,041,202.33 10 36 2/25/2011 3/25/2011 2,946,190.16 10 37 3/25/2011 4/25/2011 2,853,956.38 10 38 4/25/2011 5/25/2011 2,764,428.99 10 39 5/25/2011 6/25/2011 2,677,537.39 10 40 6/25/2011 7/25/2011 2,593,212.34 10 41 7/25/2011 8/25/2011 2,511,385.27 10 42 8/25/2011 9/25/2011 2,431,990.48 10 43 9/25/2011 10/25/2011 2,354,962.86 10 44 10/25/2011 11/25/2011 2,280,238.69 10 45 11/25/2011 12/25/2011 2,207,670.67 10 46 12/25/2011 1/25/2012 2,137,367.27 10 47 1/25/2012 2/25/2012 2,068,037.22 10 48 2/25/2012 3/25/2012 2,001,998.76 10 49 3/25/2012 4/25/2012 1,937,959.30 10 50 4/25/2012 5/25/2012 1,875,863.51 10 51 5/25/2012 6/25/2012 1,815,657.33 10 52 6/25/2012 7/25/2012 1,757,287.95 10 53 7/25/2012 8/25/2012 1,699,512.96 10 54 8/25/2012 9/25/2012 1,644,717.66 10 55 9/25/2012 10/25/2012 1,591,605.68 10 56 10/25/2012 11/25/2012 1,540,129.19 10 57 11/25/2012 12/25/2012 1,490,241.50 10 58 12/25/2012 1/25/2013 1,441,897.08 10 59 1/25/2013 2/25/2013 1,394,374.25 10 60 2/25/2013 Termination Date 1,349,014.84 10 1585 Broadway Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx [xxxx] Xxx 0, 0000 XRXXXXXX [MORGAN STANLEY LETTERHEAD] NEW YORKXxxxx Xxxxx Xxxx, NY 10000-0090 Xxxxl 28Xxxxxxxx Xxxxcixxxxx, 2006 Wells Fargo Bank, National Association A national x xxxxxnal banking association, xxx xndividuallyindividually, but solely as Securities Security Administrator for Morgan Stanley ABS Capital I Inc. Trust 20062007-HE2 NC2 (the "Trust")Mortgage PassTrust"), Mortgagx Xxxx-Xxxxxgx XxxxxficatesXxxxxxx Certificates, Series 20062007-HE2 NC2 9062 Old Annapolis Road Columbia, Maryland MD 21045 Ladies and Gentlemen: Xx xxxxxxxxxxxxx xx xxxx xxxxxxx XXDA XSDA Master Agreement and that certain ISDA Schedule, each dated as April 28of May 3, 2006 2007 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinaftxx "XXCX") xxx Wells Fargo Bank, National Association, a national banking association, xxx individually, but solely as Securities Security Administrator for Morgan Stanley ABS Capital I Inc. Trust 20062007-HE2NC2 (the "Trust"), Mortgage PassMortgagx Xxxx-Through CerxxxxxxtxxXxxxxxx Certificates, Xxxies 2006Series 2007-HE2 NC2 (hereinafter "Counterparty") (such ISDA Master Agreement and ISDA ScheduleAgreement, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the "Agreement"), Morgan Stanley, a Delaware corporation (hereinafter "MS"), hereby irrevxxxxxx xxx xxxonditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on Scheduled Payment Dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MS at its address set forth in the signature block of this Guarantee (or to such other address as MS may specify in writing), MS agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MS's obligations under this Guarantee. MS hereby agrees that its obligations hereunder shall be unconditional and xxxx will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MS hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MS or otherwise, MS's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MS represents to Counterparty as of the date hereof, which representations will be deemed to be repeated by MS on each date on which a Transaction is entered into, that:

Securities Administrator Capacity. It is expressly undexxxxxx xnd understood and agreed by the parties hereto that insofar as this Confirmation is executed by Wells Fargo Bank, National Association the Securities Administrator (i) this Confirmation is executex executed and delivered by Wells Fargo JPMorgan Chase Bank, National Association N.A. not in its individual capaxxxx capacity but solely as Securities Administrator under the PSA Pooling and Servicing Agreement, dated as of August 1, 2006 (the "Pooling and Servicing Agreement"), among X.X. Xxxxxx Acceptance Corporation I, as depositor, X.X. Xxxxxx Mortgage Acquisition Trust, as seller, U.S. Bank National Association, as trustee, Pentalpha Surveillance LLC, as trust oversight manager and the Securities Administrator, JPMorgan Chase Bank National Association as servicer and as securities administrator, in the exercise of the powers and authority conferred and invested vested in it as securities administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of the Trust is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo JPMorgan Chase Bank, National Association N.A. in its individual capacity xx xersonally be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation, and (iii) each of the representations, undertakings and agreements herein made on behalf of the Counterparty is made and intended not as personal representations, undertakings and agreements of the Counterparty. [MORGAN STANLEY LETTERHEAD] -------------------------------------------------------------------------------- We are very pleased to have entered into this Transaction with you and we look forward to completing other transactions with you in Please confirm that the near future. Very truly yours, MORGAN STANLEY CAPITAL SERVICES INC. Bx: /x/ D.N. Moore ----------------------- Name: David N. Moore Title: Vice Prxxxxxxx Xxxxx B, acting through its duly authorized signatory, hereby agrees to, accepts and confirms foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us or by sending to us a letter, telex or facsimile substantially similar to this letter, which letter, telex or facsimile sets forth the foregoing as ox xxx Trade Date. WELLS FARGO BANK, NATIONAL ASXXXXXTION, not individually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Xxxxx 0000-XX2, Mortgage Pass-Through Certificates, Series 2006-HE2 By: /s/ Patricia M. Russo ------------------------- Name: Patricia M. Russo Title: Vice Xxxxxxxxx MORGAN STANLEY 0000 XRXXXXXX [MORGAN STANLEY LETTERHEAD] NEW YORK, NY 10000-0090 Xxxxl 28, 2006 Wells Fargo Bank, National Association A national banking association, xxx xndividually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Trust 2006-HE2 (the "Trust")Mortgage Pass-Xxxxxgx Xxxxxficates, Series 2006-HE2 9062 Old Annapolis Road Columbia, Maryland 21045 Ladies and Gentlemen: Xx xxxxxxxxxxxxx xx xxxx xxxxxxx XXDA Master Agreement and that certain ISDA Schedule, each dated as April 28, 2006 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinaftxx "XXCX") xxx Wells Fargo Bank, National Association, a national banking association, xxx individually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Trust 2006-HE2, Mortgage Pass-Through Cerxxxxxxtxx, Xxxies 2006-HE2 (hereinafter "Counterparty") (such ISDA Master Agreement and ISDA Schedule, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the "Agreement"), Morgan Stanley, a Delaware corporation (hereinafter "MS"), hereby irrevxxxxxx xxx xxxonditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on Scheduled Payment Dates, upon demand, upon declaration of termination or otherwise, in accordance with the material terms of the Agreement Transaction to which this Confirmation relates and giving effect indicates agreement to any applicable grace periodthose terms. Upon failure of MSCS punctually When referring to pay any such amountsthis Confirmation, please indicate: JPMorgan Deal Number(s): 6900026405358 JPMorgan Chase Bank, N.A. /s/ Xxxxxx X. Xxxxxxxx Xx. Name: Xxxxxx X. Xxxxxxxx Xx. Title: Associate Accepted and upon written demand by Counterparty to MS at its address set forth in the signature block of this Guarantee (or to such other address as MS may specify in writing), MS agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MS's obligations under this Guarantee. MS hereby agrees that its obligations hereunder shall be unconditional and xxxx not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MS hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MS or otherwise, MS's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MS represents to Counterparty confirmed as of the date hereoffirst written: JPMORGAN CHASE BANK, which representations will NATIONAL ASSOCIATION, not in its individual capacity but solely as securities administrator on behalf of the X.X. Xxxxxx Mortgage Acquisition Trust 2006-NC2 supplemental interest trust /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Assistant Vice President Your reference number: _________________ Exhibit A start period end period Notional 23-Aug-06 25-Sep-06 905,407,000.00 25-Sep-06 25-Oct-06 892,366,925.00 25-Oct-06 25-Nov-06 876,318,153.01 25-Nov-06 25-Dec-06 857,314,917.79 25-Dec-06 25-Jan-07 835,406,890.83 25-Jan-07 25-Feb-07 810,672,521.59 25-Feb-07 25-Mar-07 783,215,392.99 25-Mar 07 25-Apr-07 753,173,562.51 25-Apr-07 25-May-07 720,730,751.21 25-May--07 25-Jun-07 686,521,402.72 25-Jun-07 25-Jul-07 653,886,563.81 25-Jul- 07 25-Aug-07 622,755,341.66 25-Aug-07 25-Sep-07 592,905,706.83 25 Sep 07 25-Oct-07 564,265,554.20 25-Oct-07 25-Nov-07 536,950,984.66 25-Nov-07 25-Dec-07 510,898,488.13 25-Dec-07 25-Jan-08 486,074,031.70 25-Jan-08 25-Feb-08 462,461,499.48 25-Feb-08 25-Mar-08 439,623,623.08 25-Mar-08 25 Apr-08 417,507,905.78 25 Apr 08 25-May-08 371,541,225.75 25-May 08 25-Jun-08 75,743,403.08 25-Jun-08 25-Jul-08 71,428,062.25 25-Jul-08 25-Aug-08 67,592,557.18 25-Aug-08 25-Sep-08 63,986,013.15 25-Sep-08 25-Oct-08 59,809,152.88 25-Oct-08 25-Nov-08 55,672,202.14 25-Nov-08 25-Dec-08 52,526,806.54 25-Dec-08 25-Jan-09 49,501,575.20 25-Jan-09 25-Feb-09 58,404,839.49 25-Feb-09 25-Mar-09 66,771,315.40 25-Mar-09 25-Apr-09 65,085,776.10 25-Apr 09 25-May-09 62,952,890.26 25-May-09 25-Jun-09 60,466,793.47 25-Jun-09 25-Jul-09 58,927,633.95 25-Jul-09 25-Aug-09 57,417,808.88 25-Aug 09 25-Sep-09 55,937,448.16 25-Sep-09 25-Oct-09 54,486,617.00 25-Oct-09 25-Nov-09 53,065,314.67 25-Nov-09 25-Dec-09 51,673,494.29 25-Dec-09 25-Jan-10 50,311,066.97 25-Jan-10 25-Feb-10 48,977,894.66 25-Feb-10 25-Mar-10 47,673,797.25 25-Mar-10 25-Apr-10 46,398,558.17 25-Apr 10 25-May-10 45,151,927.15 25-May- 10 25-Jun-10 43,933,626.25 25-Jun-10 25-Jul-10 42,743,350.80 25-Jul-10 25-Aug-10 41,580,773.05 Client Service Group All queries regarding confirmations should be deemed to be repeated by MS on each date on which a Transaction is entered intosent to: JPMorgan Chase Bank, thatN.A. Contacts JPMorgan Contact Telephone Number Client Service Group (000 ) 0000000000 Group E-mail address: Facsimile:

Securities Administrator Capacity. It is expressly undexxxxxx xnd agreed by the parties hereto that insofar as this Confirmation is executed by Wells Fargo Bank, National Association N.A., (i) this Confirmation is executex executed and delivered by xx Wells Fargo Bank, National Association N.A. not in its individual capaxxxx capacity but solely as Securities Xxcurities Administrator under the PSA in the exercise of the powers and authority conferred and invested in it as securities administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of the Trust is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo Bank, National Association N.A. in its individual capacity xx xersonally liable be personally lxxxxx for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation. [MORGAN STANLEY LETTERHEAD] -------------------------------------------------------------------------------- We are very pleased to have entered into this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, MORGAN STANLEY CAPITAL SERVICES INC. BxXx: /x/ D.N. David N. Moore ----------------------- ----------------------------------- Name: David N. Moore Title: Vice Prxxxxxxx Xxxxx Pxxxxxxxx Xxxxy B, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as ox of xxx Trade Xrade Date. WELLS FARGO BANK, NATIONAL ASXXXXXTIONN.A., not individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. Xxxxx 0000Xxx. Txxxx 0006-XX2HE8, Mortgage Pass-Through Certificates, Series 2006-HE2 By: /s/ HE8 By:/s/ Patricia M. Russo ------------------------- -------------------------------- Name: Patricia M. M.F. Russo Title: Vice Xxxxxxxxx MORGAN STANLEY Xxxx Xrxxxxxxx SCHEDULE I Line Calculation Period Notional Amount($) Multiplier ---- ------------------------------------- ------------------ ---------- 1 Effective Date 11/25/2007 94,041,549.98 10 2 11/25/2007 12/25/2007 90,085,333.27 10 3 12/25/2007 1/25/2008 86,290,369.13 10 4 1/25/2008 2/25/2008 82,656,630.02 10 5 2/25/2008 3/25/2008 79,177,213.90 10 6 3/25/2008 4/25/2008 75,845,516.19 10 7 4/25/2008 5/25/2008 72,655,216.87 10 8 5/25/2008 6/25/2008 69,600,268.17 10 9 6/25/2008 7/25/2008 66,663,208.35 10 10 7/25/2008 8/25/2008 61,693,610.85 10 11 8/25/2008 9/25/2008 50,297,240.53 10 12 9/25/2008 10/25/2008 48,220,062.74 10 13 10/25/2008 11/25/2008 46,229,533.39 10 14 11/25/2008 12/25/2008 44,322,003.37 10 15 12/25/2008 1/25/2009 42,482,133.89 10 16 1/25/2009 2/25/2009 38,528,861.10 10 17 2/25/2009 3/25/2009 28,017,336.21 10 18 3/25/2009 4/25/2009 26,901,521.59 10 19 4/25/2009 5/25/2009 25,830,661.47 10 20 5/25/2009 6/25/2009 24,802,922.91 10 21 6/25/2009 7/25/2009 23,806,263.26 10 22 7/25/2009 8/25/2009 21,300,755.69 10 23 8/25/2009 9/25/2009 14,211,746.09 10 24 9/25/2009 10/25/2009 13,658,786.29 10 25 10/25/2009 11/25/2009 13,153,587.33 10 26 11/25/2009 12/25/2009 12,667,187.53 10 27 12/25/2009 1/25/2010 12,195,301.56 10 28 1/25/2010 2/25/2010 11,438,223.94 10 29 2/25/2010 3/25/2010 9,845,631.66 10 30 3/25/2010 4/25/2010 9,465,854.02 10 31 4/25/2010 5/25/2010 9,127,240.66 10 32 5/25/2010 6/25/2010 8,800,727.38 10 33 6/25/2010 7/25/2010 8,483,836.74 10 34 7/25/2010 8/25/2010 8,005,361.78 10 35 8/25/2010 9/25/2010 7,051,928.76 10 36 9/25/2010 10/25/2010 6,791,383.26 10 37 10/25/2010 11/25/2010 6,555,554.41 10 38 11/25/2010 12/25/2010 6,327,831.47 10 39 12/25/2010 1/25/2011 6,107,938.93 10 40 1/25/2011 2/25/2011 5,895,610.53 10 41 2/25/2011 3/25/2011 5,690,588.92 10 42 3/25/2011 4/25/2011 5,492,625.42 10 43 4/25/2011 5/25/2011 5,301,479.69 10 44 5/25/2011 6/25/2011 5,114,980.33 10 45 6/25/2011 7/25/2011 4,936,867.23 10 46 7/25/2011 8/25/2011 4,763,491.52 10 47 8/25/2011 9/25/2011 4,597,501.29 10 48 9/25/2011 10/25/2011 4,437,239.30 10 49 10/25/2011 11/25/2011 4,282,507.57 10 50 11/25/2011 12/25/2011 4,131,148.24 10 51 12/25/2011 1/25/2012 3,987,004.40 10 52 1/25/2012 2/25/2012 3,846,422.55 10 53 2/25/2012 3/25/2012 3,712,129.53 10 54 3/25/2012 4/25/2012 3,582,478.03 10 55 4/25/2012 5/25/2012 3,457,309.31 10 56 5/25/2012 6/25/2012 3,335,345.33 10 57 6/25/2012 7/25/2012 3,218,737.20 10 58 7/25/2012 8/25/2012 3,105,356.35 10 59 8/25/2012 9/25/2012 2,996,717.71 10 60 9/25/2012 10/25/2012 2,891,841.55 10 61 10/25/2012 Termination Date 2,790,598.92 10 Morgan Stanley 1585 BROADWAY NEW YORX, XX 00000-0000 XRXXXXXX [MORGAN STANLEY LETTERHEAD] NEW YORK, NY 10000-0090 Xxxxl 28November 29, 2006 Wells Fargo BankWELLS FARGO BANK, National Association A N.A. a national banking association, not individually, xxx xndividually, but solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. Trust 2006-HE2 HE8 (the "Trust")Mortgage PassTrust"), Mortgage Xxxx-Xxxxxgx XxxxxficatesXhxxxxx Xertificates, Series 2006-HE2 9062 Old Annapolis Road ColumbiaHE8 1761 East St. Andrew Place Santa Ana, Maryland 21045 Ladies CA 92705-4934 Ladles and GentlemenGentlemxx: Xx xxxxxxxxxxxxx xx xxxx xxxxxxx XXDA Master Agreement and of that certain ISDA Schedule, each Master Agreement dated as April 28of November 29, 2006 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinaftxx "XXCX") xxx Wells Fargo BankWELLS FARGO BANK, National Association, N.A. a national banking association, xxx not individually, but xxx solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. Trust 2006-HE2HE8 (the "Trust"), Mortgage PassXxxx-Through CerxxxxxxtxxXhxxxxx Xertificates, Xxxies Series 2006-HE2 HE8 (hereinafter "Counterparty") (such ISDA Master Agreement and ISDA ScheduleAgreement, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the "Agreement"), Morgan Stanley, a Delaware corporation (hereinafter "MS"), hereby irrevxxxxxx xxx xxxonditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on Scheduled Payment Dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MS at its address set forth in the signature block of this Guarantee (or to such other address as MS may specify in writing), MS agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MS's obligations under this Guarantee. MS hereby agrees that its obligations hereunder shall be unconditional and xxxx not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MS hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MS or otherwise, MS's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MS represents to Counterparty as of the date hereof, which representations will be deemed to be repeated by MS on each date on which a Transaction is entered into, that:

Securities Administrator Capacity. It is expressly undexxxxxx xnd understood and agreed by the parties hereto that insofar as this Confirmation is executed by Wells Fargo Bank, National Association (i) this Confirmation is executex exxxxxed and delivered by Wells Fargo Bank, National Association not in its individual capaxxxx but solely as Securities Administrator of the Trust under the PSA in the exercise of the powers and authority conferred and invested in it as securities administrator Securities Administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of the Trust Party B is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo Bank, National Association in its individual capacity xx xersonally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation. [MORGAN STANLEY LETTERHEAD] -------------------------------------------------------------------------------- We are very pleased to have entered into this Transaction with you and Transactxxx xxtx xxx xnd we look forward to completing other transactions with you in the near future. Very truly yours, MORGAN STANLEY CAPITAL SERVICES INCXXX. BxBy: /x/ D.N. /s/ David N. Moore ----------------------- ----------------------------------- Name: David N. Moore Title: Vice Prxxxxxxx Xxxxx Xxxxxxxxx Xxrty B, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as ox xxx of the Trade Date. WELLS FARGO BANK, NATIONAL ASXXXXXTION, not individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. Xxxxx 0000Xxx. Xrxxx 0007-XX2HE5, Mortgage Pass-Through Certificates, Series 20062007-HE2 HE5 By: /s/ Patricia M. Russo ------------------------- Carla Walker -------------------------------- Name: Patricia M. Russo Carla Walker Title: Vice Vicx Xxxxxxxxx MORGAN STANLEY SCHEDULE I Calculation Line Period Notional Amount ($) Multiplier ---- --------------------------------- -------------------- ---------- 1 Effective Date 4/25/2008 68,074,849.04 10 2 4/25/2008 5/25/2008 65,196,208.26 10 3 5/25/2008 6/25/2008 62,424,260.00 10 4 6/25/2008 7/25/2008 59,765,798.87 10 5 7/25/2008 8/25/2008 57,225,709.04 10 6 8/25/2008 9/25/2008 54,794,390.38 10 7 9/25/2008 10/25/2008 52,467,154.06 10 8 10/25/2008 11/25/2008 50,239,514.52 10 9 11/25/2008 12/25/2008 48,096,781.50 10 10 12/25/2008 1/25/2009 43,080,188.25 10 11 1/25/2009 2/25/2009 34,566,212.96 10 12 2/25/2009 3/25/2009 33,037,934.20 10 13 3/25/2009 4/25/2009 31,662,889.90 10 14 4/25/2009 5/25/2009 30,345,623.07 10 15 5/25/2009 6/25/2009 29,073,128.26 10 16 6/25/2009 7/25/2009 24,844,415.45 10 17 7/25/2009 8/25/2009 17,033,796.90 10 18 8/25/2009 9/25/2009 16,262,481.46 10 19 9/25/2009 10/25/2009 15,616,154.95 10 20 10/25/2009 11/25/2009 14,995,822.95 10 21 11/25/2009 12/25/2009 14,392,607.44 10 22 12/25/2009 1/25/2010 12,049,926.53 10 23 1/25/2010 2/25/2010 7,487,576.70 10 24 2/25/2010 3/25/2010 7,147,487.04 10 25 3/25/2010 4/25/2010 6,892,149.09 10 26 4/25/2010 5/25/2010 6,645,932.65 10 27 5/25/2010 6/25/2010 6,406,691.53 10 28 6/25/2010 7/25/2010 6,129,990.32 10 29 7/25/2010 8/25/2010 5,687,051.06 10 30 8/25/2010 9/25/2010 5,466,954.05 10 31 9/25/2010 10/25/2010 5,274,153.42 10 32 10/25/2010 11/25/2010 5,088,126.32 10 33 11/25/2010 12/25/2010 4,907,596.04 10 34 12/25/2010 1/25/2011 4,707,171.62 10 35 1/25/2011 2/25/2011 4,413,399.44 10 36 2/25/2011 3/25/2011 4,249,263.56 10 37 3/25/2011 4/25/2011 4,100,756.26 10 38 4/25/2011 5/25/2011 3,957,403.17 10 39 5/25/2011 6/25/2011 3,819,026.63 10 40 6/25/2011 7/25/2011 3,685,455.06 10 41 7/25/2011 8/25/2011 3,556,522.76 10 42 8/25/2011 9/25/2011 3,432,069.69 10 43 9/25/2011 10/25/2011 3,311,941.30 10 44 10/25/2011 11/25/2011 3,195,988.33 10 45 11/25/2011 12/25/2011 3,082,706.62 10 46 12/25/2011 1/25/2012 2,824,625.84 10 47 1/25/2012 2/25/2012 2,689,335.51 10 48 2/25/2012 3/25/2012 2,596,799.58 10 49 3/25/2012 4/25/2012 2,507,402.45 10 50 4/25/2012 5/25/2012 2,421,041.33 10 51 5/25/2012 6/25/2012 2,336,241.26 10 52 6/25/2012 7/25/2012 2,103,686.52 10 53 7/25/2012 8/25/2012 1,994,467.82 10 54 8/25/2012 9/25/2012 1,927,541.80 10 55 9/25/2012 10/25/2012 1,862,806.71 10 56 10/25/2012 11/25/2012 1,800,193.17 10 57 11/25/2012 12/25/2012 1,738,853.23 10 58 12/25/2012 1/25/2013 1,593,708.80 10 59 1/25/2013 2/25/2013 1,519,159.24 10 60 2/25/2013 Termination Date 1,469,090.64 10 1585 Broadway Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx Xxxxx 00, 0000 XRXXXXXX [MORGAN STANLEY LETTERHEAD] NEW YORKXxxxx Xxxxx Xxxx, NY 10000-0090 Xxxxl 28Xxxxxxxx Xxxxxxatxxx, 2006 Wells Fargo Bank, National Association A national banking x xxxxxxxx xxxxxxx association, xxx xndividuallyindividually, but solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. Trust 20062007-HE2 HE5 (the "Trust")Mortgage PassTrust"), Mortgagx Xxxx-Xxxxxgx XxxxxficatesXxxxxxx Certificates, Series 20062007-HE2 HE5 9062 Old Annapolis Road Columbia, Maryland MD 21045 Ladies and Gentlemen: Xx xxxxxxxxxxxxx xx xxxx xxxxxxx XXDA ISDA Master Agreement and that certain ISDA Schedule, each dated as of April 2826, 2006 2007 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinaftxx "XXCX") xxx Wells Fargo Bank, National Association, a national banking association, xxx individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. Trust 20062007-HE2HE5 (the "Trust"), Mortgage PassMortgagx Xxxx-Through CerxxxxxxtxxXxxxxxx Certificates, Xxxies 2006Series 2007-HE2 HE5 (hereinafter "Counterparty") (such ISDA Master Agreement and ISDA Schedule, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the "Agreement"), Morgan Stanley, a Delaware corporation (hereinafter "MS"), hereby irrevxxxxxx xxx xxxonditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on Scheduled Payment Dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MS at its address set forth in the signature block of this Guarantee (or to such other address as MS may specify in writing), MS agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MS's obligations under this Guarantee. MS hereby agrees that its obligations hereunder shall be unconditional and xxxx will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MS hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MS or otherwise, MS's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MS represents to Counterparty as of the date hereof, which representations will be deemed to be repeated by MS on each date on which a Transaction is entered into, that:

Securities Administrator Capacity. It is expressly undexxxxxx expressxx xxxxxxxxxx xnd agreed by the parties hereto that insofar as this Confirmation is executed by Wells Fargo Bank, National Association (i) this Confirmation is executex and delivered by Wells Fargo Bank, National Association not in its individual capaxxxx but solely as Securities Administrator of the Trust under the PSA in the exercise of the powers and authority conferred and invested in it as securities administrator Securities Administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of the Trust Party B is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo Bank, National Association in its individual capacity xx xersonally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation. [MORGAN STANLEY LETTERHEAD] -------------------------------------------------------------------------------- We are very pleased to have entered into this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, MORGAN STANLEY CAPITAL SERVICES INC. Bx: /x/ D.N. Bx:/x/ X. N. Moore ----------------------- -------------------------------------- Name: David N. Moore Title: Vice Prxxxxxxx Xxxxx B, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as ox xxx of the Trade Date. WELLS FARGO BANK, NATIONAL ASXXXXXTIONASSOCIATION, not individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. Xxxxx 0000Xxx. Xrust 0007-XX2NC3, Mortgage Pass-Through Certificates, Series 20062007-HE2 NC3 By: /s/ Patricia M. Russo ------------------------- Carla S. Walker ----------------------------------- Name: Patricia M. Russo Carla S. Walker Title: Vice Vicx Xxxxxxxxx MORGAN STANLEY 0000 XRXXXXXX [MORGAN STANLEY LETTERHEADLOGO] NEW YORKSCHEDULE I Calculation Line Period Notional Amount ($) Multiplier ---- --------------------------------- ------------------- ---------- 1 Effective Date 5/25/2008 73,824,118.08 10 2 5/25/2008 6/25/2008 70,718,516.29 10 3 6/25/2008 7/25/2008 67,742,847.41 10 4 7/25/2008 8/25/2008 64,892,844.94 10 5 8/25/2008 9/25/2008 62,163,761.72 10 6 9/25/2008 10/25/2008 59,550,427.69 10 7 10/25/2008 11/25/2008 57,047,895.36 10 8 11/25/2008 12/25/2008 54,598,023.21 10 9 12/25/2008 1/25/2009 51,791,683.58 10 10 1/25/2009 2/25/2009 40,794,622.34 10 11 2/25/2009 3/25/2009 38,356,871.85 10 12 3/25/2009 4/25/2009 36,776,547.55 10 13 4/25/2009 5/25/2009 35,261,994.52 10 14 5/25/2009 6/25/2009 33,756,274.09 10 15 6/25/2009 7/25/2009 31,846,822.24 10 16 7/25/2009 8/25/2009 21,588,865.30 10 17 8/25/2009 9/25/2009 19,969,778.44 10 18 9/25/2009 10/25/2009 19,183,665.18 10 19 10/25/2009 11/25/2009 18,428,848.85 10 20 11/25/2009 12/25/2009 17,663,805.97 10 21 12/25/2009 1/25/2010 16,220,558.17 10 22 1/25/2010 2/25/2010 9,840,452.45 10 23 2/25/2010 3/25/2010 9,046,617.63 10 24 3/25/2010 4/25/2010 8,681,411.00 10 25 4/25/2010 5/25/2010 8,375,071.24 10 26 5/25/2010 6/25/2010 8,069,994.04 10 27 6/25/2010 7/25/2010 7,326,747.05 10 28 7/25/2010 8/25/2010 6,423,433.22 10 29 8/25/2010 9/25/2010 6,201,396.96 10 30 9/25/2010 10/25/2010 5,945,909.14 10 31 10/25/2010 11/25/2010 5,745,642.05 10 32 11/25/2010 12/25/2010 5,546,548.15 10 33 12/25/2010 1/25/2011 5,097,978.40 10 34 1/25/2011 2/25/2011 4,558,384.07 10 35 2/25/2011 3/25/2011 4,408,026.39 10 36 3/25/2011 4/25/2011 4,239,040.17 10 37 4/25/2011 5/25/2011 4,102,046.72 10 38 5/25/2011 6/25/2011 3,969,287.60 10 39 6/25/2011 7/25/2011 3,840,640.86 10 40 7/25/2011 8/25/2011 3,715,987.63 10 41 8/25/2011 9/25/2011 3,595,212.05 10 42 9/25/2011 10/25/2011 3,478,201.24 10 43 10/25/2011 11/25/2011 3,363,956.27 10 44 11/25/2011 12/25/2011 3,254,189.11 10 45 12/25/2011 1/25/2012 3,147,863.24 10 46 1/25/2012 2/25/2012 3,040,172.87 10 47 2/25/2012 3/25/2012 2,940,782.92 10 48 3/25/2012 4/25/2012 2,842,915.00 10 49 4/25/2012 5/25/2012 2,747,885.19 10 50 5/25/2012 6/25/2012 2,657,700.95 10 51 6/25/2012 7/25/2012 2,570,366.47 10 52 7/25/2012 8/25/2012 2,481,024.53 10 53 8/25/2012 9/25/2012 2,399,351.75 10 54 9/25/2012 10/25/2012 2,318,694.40 10 55 10/25/2012 11/25/2012 2,240,752.92 10 56 11/25/2012 12/25/2012 2,166,757.55 10 57 12/25/2012 1/25/2013 2,095,120.41 10 58 1/25/2013 2/25/2013 2,023,054.47 10 59 2/25/2013 3/25/2013 1,956,043.82 10 60 3/25/2013 4/25/2013 1,890,282.11 10 61 4/25/2013 Termination Date 1,827,003.55 10 Morgan Stanley 0000 BXXXXXXX NXX XXXX, NY 10000XX 00000-0090 Xxxxl 280000 Xxx 00, 2006 Wells Fargo Bank0000 Xxxxx Xxxxx Xxxx, National Association A national banking Xxxxxxxx Xxxxxxxxxxx, x xxxxxxxx xxxxing association, xxx xndividuallyindividually, but solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. Trust 20062007-HE2 NC3 (the "Trust")Mortgage PassTrust"), Mortgagx Xxxx-Xxxxxgx XxxxxficatesXxxxxxx Certificates, Series 20062007-HE2 NC3 9062 Old Annapolis Road Columbia, Maryland MD 21045 Ladies and Gentlemen: Xx xxxxxxxxxxxxx xx xxxx xxxxxxx XXDA XSDA Master Agreement and that certain ISDA Schedule, each dated as April 28of May 31, 2006 2007 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinaftxx "XXCX") xxx Wells Fargo Bank, National Association, a national banking association, xxx individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. Trust 20062007-HE2NC3 (the "Trust"), Mortgage PassMortgagx Xxxx-Through CerxxxxxxtxxXxxxxxx Certificates, Xxxies 2006Series 2007-HE2 NC3 (hereinafter "Counterparty") (such ISDA Master Agreement and ISDA ScheduleAgreement, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the "Agreement"), Morgan Stanley, a Delaware corporation (hereinafter "MS"), hereby irrevxxxxxx xxx xxxonditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on Scheduled Payment Dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MS at its address set forth in the signature block of this Guarantee (or to such other address as MS may specify in writing), MS agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MS's obligations under this Guarantee. MS hereby agrees that its obligations hereunder shall be unconditional and xxxx will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MS hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MS or otherwise, MS's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MS represents to Counterparty as of the date hereof, which representations will be deemed to be repeated by MS on each date on which a Transaction is entered into, that:

Securities Administrator Capacity. It is expressly undexxxxxx xnd understood and agreed by the parties hereto that insofar as this Confirmation is executed by Wells Fargo Bank, National Association the Securities Administrator (i) this Confirmation is executex executed and delivered by Wells Fargo JPMorgan Chase Bank, National Association N.A. not in its individual capaxxxx capacity but solely as Securities Administrator under the PSA Pooling and Servicing Agreement, dated as of August 1, 2006 (the “Pooling and Servicing Agreement”), among X.X. Xxxxxx Acceptance Corporation I, as depositor, X.X. Xxxxxx Mortgage Acquisition Corp., as seller, U.S. Bank National Association, as trustee, Pentalpha Surveillance LLC, as trust oversight manager and the Securities Administrator, JPMorgan Chase Bank National Association as servicer and as securities administrator, in the exercise of the powers and authority conferred and invested vested in it as securities administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of the Trust is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo JPMorgan Chase Bank, National Association N.A. in its individual capacity xx xersonally be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation, and (iii) each of the representations, undertakings and agreements herein made on behalf of the Counterparty is made and intended not as personal representations, undertakings and agreements of the Counterparty. [MORGAN STANLEY LETTERHEAD] -------------------------------------------------------------------------------- We are very pleased Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to have entered into us or by sending to us a letter, telex or facsimile substantially similar to this letter, which letter, telex or facsimile sets forth the material terms of the Transaction with you to which this Confirmation relates and we look forward indicates agreement to completing other transactions with you in the near futurethose terms. Very truly yoursWhen referring to this Confirmation, MORGAN STANLEY CAPITAL SERVICES INC. Bxplease indicate: /x/ D.N. Moore ----------------------- JPMorgan Deal Number(s): 6900026697294 JPMorgan Chase Bank, N.A. STARTSIGNATURE:U284298 /s/ Xxxxxxx Xxxxx Name: David N. Moore Xxxxxxx Xxxxx Title: Vice Prxxxxxxx Xxxxx B, acting through its duly authorized signatory, hereby agrees to, accepts President Accepted and confirms the terms of the foregoing as ox xxx Trade Date. WELLS FARGO BANK, NATIONAL ASXXXXXTION, not individually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Xxxxx 0000-XX2, Mortgage Pass-Through Certificates, Series 2006-HE2 By: /s/ Patricia M. Russo ------------------------- Name: Patricia M. Russo Title: Vice Xxxxxxxxx MORGAN STANLEY 0000 XRXXXXXX [MORGAN STANLEY LETTERHEAD] NEW YORK, NY 10000-0090 Xxxxl 28, 2006 Wells Fargo Bank, National Association A national banking association, xxx xndividually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Trust 2006-HE2 (the "Trust")Mortgage Pass-Xxxxxgx Xxxxxficates, Series 2006-HE2 9062 Old Annapolis Road Columbia, Maryland 21045 Ladies and Gentlemen: Xx xxxxxxxxxxxxx xx xxxx xxxxxxx XXDA Master Agreement and that certain ISDA Schedule, each dated as April 28, 2006 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinaftxx "XXCX") xxx Wells Fargo Bank, National Association, a national banking association, xxx individually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Trust 2006-HE2, Mortgage Pass-Through Cerxxxxxxtxx, Xxxies 2006-HE2 (hereinafter "Counterparty") (such ISDA Master Agreement and ISDA Schedule, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the "Agreement"), Morgan Stanley, a Delaware corporation (hereinafter "MS"), hereby irrevxxxxxx xxx xxxonditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on Scheduled Payment Dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MS at its address set forth in the signature block of this Guarantee (or to such other address as MS may specify in writing), MS agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MS's obligations under this Guarantee. MS hereby agrees that its obligations hereunder shall be unconditional and xxxx not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MS hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MS or otherwise, MS's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MS represents to Counterparty confirmed as of the date hereoffirst written: JPMORGAN CHASE BANK, which representations will NATIONAL ASSOCIATION, not in its individual capacity but solely as securities administrator on behalf of the X.X. Xxxxxx Mortgage Acquisition Trust 2006WMC3 supplemental interest trust /s/ Xxx Xxx Xxxxx Name: Xxx Xxx Xxxxx Title: Assistant Vice President Your reference number: _________________________ Exhibit A Start period End period Notional (USD) 14-Sep-06 25-Sep-06 920,811,000.00 25-Sep-06 25-Oct-06 911,684,000.00 25-Oct-06 25-Nov-06 899,376,000.00 25-Nov-06 25-Dec-06 883,884,000.00 25-Dec-06 25-Jan-07 865,212,000.00 25-Jan-07 25-Feb-07 843,417,000.00 25-Feb-07 25-Mar-07 828,152,000.00 25-Mar-07 25-Apr-07 800,357,000.00 25-Apr-07 25-May-07 769,861,000.00 25-May-07 25-Jun-07 737,331,000.00 25-Jun-07 25-Jul-07 702,960,000.00 25-Jul-07 25-Aug-07 670,176,000.00 25-Aug-07 25-Sep-07 638,904,000.00 25-Sep-07 25-Oct-07 609,073,000.00 25-Oct-07 25-Nov-07 580,616,000.00 25-Nov-07 25-Dec-07 553,468,000.00 25-Dec-07 25-Jan-08 527,566,000.00 25-Jan-08 25-Feb-08 502,854,000.00 25-Feb-08 25-Mar-08 479,274,000.00 25-Mar-08 25-Apr-08 456,775,000.00 25-Apr-08 25-May-08 435,068,000.00 25-May-08 25-Jun-08 392,372,000.00 25-Jun-08 25-Jul-08 114,642,000.00 25-Jul-08 25-Aug-08 107,696,000.00 25-Aug-08 25-Sep-08 101,249,000.00 25-Sep-08 25-Oct-08 95,317,000.00 25-Oct-08 25-Nov-08 90,886,000.00 25-Nov-08 25-Dec-08 86,630,000.00 25-Dec-08 25-Jan-09 82,542,000.00 25-Jan-09 25-Feb-09 78,614,000.00 25-Feb-09 25-Mar-09 74,840,000.00 25-Mar-09 25-Apr-09 71,212,000.00 25-Apr-09 25-May-09 67,724,000.00 25-May-09 25-Jun-09 63,884,000.00 25-Jun-09 25-Jul-09 59,421,000.00 25-Jul-09 25-Aug-09 65,413,000.00 25-Aug-09 25-Sep-09 71,043,000.00 25-Sep-09 25-Oct-09 69,812,000.00 25-Oct-09 25-Nov-09 67,592,000.00 25-Nov-09 25-Dec-09 65,446,000.00 25-Dec-09 25-Jan-10 63,372,000.00 25-Jan-10 25-Feb-10 61,366,000.00 25-Feb-10 25-Mar-10 59,427,000.00 25-Mar-10 25-Apr-10 57,551,000.00 25-Apr-10 25-May-10 55,737,000.00 25-May-10 25-Jun-10 53,983,000.00 25-Jun-10 25-Jul-10 52,285,000.00 25-Jul-10 25-Aug-10 50,644,000.00 25-Aug-10 25-Sep-10 49,055,000.00 Client Service Group All queries regarding confirmations should be deemed to be repeated by MS on each date on which a Transaction is entered intosent to: JPMorgan Chase Bank, thatN.A. Contacts JPMorgan Contact Telephone Number Client Service Group (000 ) 0000000000 Group E-mail address: Facsimile: (000 ) 0000000000 Telex: Cable:

Securities Administrator Capacity. It is expressly undexxxxxx xnd expresxxx xxxxxxxxxx and agreed by the parties hereto that insofar as this Confirmation is executed by Wells Fargo Bank, National Association (i) this Confirmation is executex exxxxxed and delivered by Wells Fargo Bank, National Association not in its individual capaxxxx but solely as Securities Administrator of the Trust under the PSA in the exercise of the powers and authority conferred and invested in it as securities administrator Securities Administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of the Trust Party B is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo Bank, National Association in its individual capacity xx xersonally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation. [MORGAN STANLEY LETTERHEAD] -------------------------------------------------------------------------------- We are very pleased to have entered into this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, MORGAN STANLEY CAPITAL SERVICES INC. BxXx: /x/ D.N. Moore ----------------------- NameDavid N. Moore______________________ Xxme: David N. Moore Title: Vice Prxxxxxxx Presxxxxx Xxxxx BX, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as ox xxx of the Trade Date. WELLS FARGO BANK, NATIONAL ASXXXXXTIONASSOCXXXXXN, not individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. Xxxxx Xxxxt 0000-XX2XC4, Mortgage Pass-Through Certificates, Series 20062007-HE2 NC4 By: /s/ Patricia M. Russo ------------------------- NameCarla S. Walker_____________________ Xxme: Patricia M. Russo Carla S. Walker Title: Vice Xxxxxxxxx MORGAN Prexxxxxx [XXRGAN STANLEY LOGO] ------------------------------------------------------------------------------ SCHEDULE I Calculation Line Period Notional Amount ($) Multiplier ---- ---------------------------------- ------------------- ---------- 1. Effective Date 6/29/2007 91,417,986.68 10 2. 6/29/2007 7/25/2007 87,956,105.50 10 3. 7/25/2007 8/25/2007 84,606,981.49 10 4. 8/25/2007 9/25/2007 81,364,809.54 10 5. 9/25/2007 10/25/2007 78,224,234.95 10 6. 10/25/2007 11/25/2007 75,180,339.77 10 7. 11/25/2007 12/25/2007 72,228,628.45 10 8. 12/25/2007 1/25/2008 69,365,012.59 10 9. 1/25/2008 2/25/2008 66,585,794.79 10 10. 2/25/2008 3/25/2008 63,887,753.96 10 11. 3/25/2008 4/25/2008 61,267,914.24 10 12. 4/25/2008 5/25/2008 58,723,945.10 10 13. 5/25/2008 6/25/2008 56,254,915.69 10 14. 6/25/2008 7/25/2008 53,879,523.99 10 15. 7/25/2008 8/25/2008 51,605,165.06 10 16. 8/25/2008 9/25/2008 49,424,615.79 10 17. 9/25/2008 10/25/2008 47,339,893.11 10 18. 10/25/2008 11/25/2008 45,337,214.33 10 19. 11/25/2008 12/25/2008 43,405,926.20 10 20. 12/25/2008 1/25/2009 41,444,489.91 10 21. 1/25/2009 2/25/2009 32,587,187.46 10 22. 2/25/2009 3/25/2009 30,048,033.34 10 23. 3/25/2009 4/25/2009 28,794,483.18 10 24. 4/25/2009 5/25/2009 27,598,810.53 10 25. 5/25/2009 6/25/2009 26,439,063.70 10 26. 6/25/2009 7/25/2009 25,213,717.47 10 27. 7/25/2009 8/25/2009 16,964,394.88 10 28. 8/25/2009 9/25/2009 15,086,093.63 10 29. 9/25/2009 10/25/2009 14,478,879.70 10 30. 10/25/2009 11/25/2009 13,889,783.45 10 31. 11/25/2009 12/25/2009 13,071,031.24 10 32. 12/25/2009 1/25/2010 12,346,251.58 10 33. 1/25/2010 2/25/2010 7,484,365.38 10 34. 2/25/2010 3/25/2010 6,523,354.71 10 35. 3/25/2010 4/25/2010 6,245,407.45 10 36. 4/25/2010 5/25/2010 6,010,925.78 10 37. 5/25/2010 6/25/2010 5,537,498.32 10 38. 6/25/2010 7/25/2010 5,210,133.33 10 39. 7/25/2010 8/25/2010 4,762,702.18 10 40. 8/25/2010 9/25/2010 4,596,730.78 10 41. 9/25/2010 10/25/2010 4,399,454.65 10 42. 10/25/2010 11/25/2010 4,242,401.27 10 43. 11/25/2010 12/25/2010 3,950,173.73 10 44. 12/25/2010 1/25/2011 3,741,847.43 10 45. 1/25/2011 2/25/2011 3,465,639.84 10 46. 2/25/2011 3/25/2011 3,350,224.90 10 47. 3/25/2011 4/25/2011 3,217,965.08 10 48. 4/25/2011 5/25/2011 3,113,981.66 10 49. 5/25/2011 6/25/2011 3,014,040.41 10 50. 6/25/2011 7/25/2011 2,915,829.46 10 51. 7/25/2011 8/25/2011 2,822,001.72 10 52. 8/25/2011 9/25/2011 2,731,068.59 10 53. 9/25/2011 10/25/2011 2,641,690.37 10 54. 10/25/2011 11/25/2011 2,556,351.69 10 55. 11/25/2011 12/25/2011 2,471,788.97 10 56. 12/25/2011 1/25/2012 2,360,023.39 10 57. 1/25/2012 2/25/2012 2,269,073.22 10 58. 2/25/2012 3/25/2012 2,195,368.02 10 59. 3/25/2012 4/25/2012 2,123,120.68 10 60. 4/25/2012 5/25/2012 2,054,405.84 10 61. 5/25/2012 6/25/2012 1,985,922.78 10 62. 6/25/2012 7/25/2012 1,889,885.70 10 63. 7/25/2012 8/25/2012 1,813,998.36 10 64. 8/25/2012 9/25/2012 1,755,088.84 10 65. 9/25/2012 10/25/2012 1,697,728.20 10 66. 10/25/2012 11/25/2012 1,642,877.50 10 67. 11/25/2012 12/25/2012 1,588,637.52 10 68. 12/25/2012 1/25/2013 1,519,570.42 10 69. 1/25/2013 2/25/2013 1,462,029.76 10 70. 2/25/2013 3/25/2013 1,414,591.44 10 71. 3/25/2013 4/25/2013 1,368,880.01 10 72. 4/25/2013 Termination Date -- - ------------------------------------------------------------------------------ 1585 Broadway Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx Xxxx 00, 0000 XRXXXXXX [MORGAN STANLEY LETTERHEAD] NEW YORKXxxxx Xxxxx Xxxx, NY 10000-0090 Xxxxl 28Xxxxxxxx Xxxxxxxxxxx, 2006 Wells Fargo Bank, National Association A national banking associationx xxxxoxxx xxxxxxx xssociation, xxx xndividuallyindividually, but solely as Securities Security Administrator for Morgan Stanley ABS Capital I Inc. Trust 20062007-HE2 NC4 (the "Trust")Mortgage PassTrust"), Mortgagx Xxxx-Xxxxxgx XxxxxficatesXxxxxxx Certificates, Series 20062007-HE2 NC4 9062 Old Annapolis Road Columbia, Maryland MD 21045 Ladies and Gentlemen: Xx xxxxxxxxxxxxx xx xxxx xxxxxxx XXDA XSDA Master Agreement and that certain ISDA Schedule, each dated as April 28of June 20, 2006 2007 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinaftxx "XXCX") xxx Wells Fargo Bank, National Association, a national banking association, xxx individually, but solely as Securities Security Administrator for Morgan Stanley ABS Capital I Inc. Trust 20062007-HE2NC4 (the "Trust"), Mortgage PassMortgagx Xxxx-Through CerxxxxxxtxxXxxxxxx Certificates, Xxxies 2006Series 2007-HE2 NC4 (hereinafter "Counterparty") (such ISDA Master Agreement and ISDA ScheduleAgreement, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the "Agreement"), Morgan Stanley, a Delaware corporation (hereinafter "MS"), hereby irrevxxxxxx xxx xxxonditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on Scheduled Payment Dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MS at its address set forth in the signature block of this Guarantee (or to such other address as MS may specify in writing), MS agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MS's obligations under this Guarantee. MS hereby agrees that its obligations hereunder shall be unconditional and xxxx will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MS hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MS or otherwise, MS's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MS represents to Counterparty as of the date hereof, which representations will be deemed to be repeated by MS on each date on which a Transaction is entered into, that:

Securities Administrator Capacity. It is expressly undexxxxxx xnd understood and agreed by the parties hereto that insofar as this Confirmation is executed by Wells Fargo Bank, National Association the Securities Administrator (i) this Confirmation is executex executed and delivered by Wells Fargo JPMorgan Chase Bank, National Association N.A. not in its individual capaxxxx capacity but solely as Securities Administrator under the PSA Pooling and Servicing Agreement, dated as of June 1, 2006 (the “Pooling and Servicing Agreement”), among X.X. Xxxxxx Acceptance Corporation I, as depositor, X.X. Xxxxxx Mortgage Acquisition Corp., as seller, U.S. Bank National Association, as trustee, Pentalpha Surveillance LLC, as trust oversight manager, the Securities Administrator and JPMorgan Chase Bank National Association as servicer, in the exercise of the powers and authority conferred and invested vested in it as securities administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of the Trust is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo JPMorgan Chase Bank, National Association N.A. in its individual capacity xx xersonally be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation, and (iii) each of the representations, undertakings and agreements herein made on behalf of the Counterparty is made and intended not as personal representations, undertakings and agreements of JPMorgan Chase Bank, N.A. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us or by sending to us a letter, telex or facsimile substantially similar to this letter, which letter, telex or facsimile sets forth the material terms of the Transaction to which this Confirmation relates and indicates agreement to those terms. [MORGAN STANLEY LETTERHEAD] -------------------------------------------------------------------------------- We are very pleased When referring to have entered into this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yoursConfirmation, MORGAN STANLEY CAPITAL SERVICES INC. Bxplease indicate: /x/ D.N. Moore ----------------------- JPMorgan Deal Number(s): 6900025301931 JPMorgan Chase Bank, N.A. /s/ Xxxxxxx Xxxxx Name: David N. Moore Xxxxxxx Xxxxx Title: Vice Prxxxxxxx Xxxxx B, acting through its duly authorized signatory, hereby agrees to, accepts President Accepted and confirms the terms confirmed as of the foregoing as ox xxx Trade Date. WELLS FARGO BANK, NATIONAL ASXXXXXTION, not individually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Xxxxx 0000-XX2, Mortgage Pass-Through Certificates, Series 2006-HE2 Bydate first written: /s/ Patricia M. Russo ------------------------- Name: Patricia M. Russo Title: Vice Xxxxxxxxx MORGAN STANLEY 0000 XRXXXXXX [MORGAN STANLEY LETTERHEAD] NEW YORK, NY 10000-0090 Xxxxl 28, 2006 Wells Fargo Bank, National Association A national banking association, xxx xndividually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Trust 2006-HE2 (the "Trust")Mortgage Pass-Xxxxxgx Xxxxxficates, Series 2006-HE2 9062 Old Annapolis Road Columbia, Maryland 21045 Ladies and Gentlemen: Xx xxxxxxxxxxxxx xx xxxx xxxxxxx XXDA Master Agreement and that certain ISDA Schedule, each dated as April 28, 2006 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinaftxx "XXCX") xxx Wells Fargo JPMorgan Chase Bank, National Association, a national banking association, xxx individually, not in its individual capacity but solely as Securities Administrator for Morgan Stanley Capital I Inc. Trust 2006-HE2, securities administrator on behalf of the X.X. Xxxxxx Mortgage Pass-Through Cerxxxxxxtxx, Xxxies Acquisition Corp. 2006-HE2 supplemental interest trust /s/ Xxx Xxx Xxxxx_____________________________ Name: Xxx Xxx Xxxxx Title: Assistant Vice President Your reference number: _________________________ Exhibit A Start period End period Swap Balance 06/30/06 07/25/06 514,601,872.98 07/25/06 08/25/06 510,454,356.27 08/25/06 09/25/06 504,568,344.29 09/25/06 10/25/06 496,929,169.37 10/25/06 11/25/06 487,537,675.07 11/25/06 12/25/06 476,410,790.94 12/25/06 01/25/07 463,582,115.19 01/25/07 02/25/07 449,111,098.75 02/25/07 03/25/07 433,071,727.07 03/25/07 04/25/07 415,665,566.80 04/25/07 05/25/07 397,712,319.50 05/25/07 06/25/07 379,321,752.99 06/25/07 07/25/07 361,733,286.93 07/25/07 08/25/07 344,944,749.55 08/25/07 09/25/07 328,918,847.06 09/25/07 10/25/07 313,620,053.35 10/25/07 11/25/07 299,014,525.28 11/25/07 12/25/07 285,070,022.13 12/25/07 01/25/08 271,726,810.80 01/25/08 02/25/08 258,095,882.42 02/25/08 03/25/08 236,601,860.47 03/25/08 04/25/08 189,718,717.73 04/25/08 05/25/08 169,987,730.93 05/25/08 06/25/08 137,428,045.47 06/25/08 07/25/08 124,076,773.07 07/25/08 08/25/08 113,814,636.65 08/25/08 09/25/08 104,523,007.04 09/25/08 10/25/08 104,206,068.88 10/25/08 11/25/08 104,005,753.40 11/25/08 12/25/08 101,476,365.90 12/25/08 01/25/09 97,057,592.84 01/25/09 02/25/09 92,855,582.66 02/25/09 03/25/09 88,733,744.95 03/25/09 04/25/09 84,921,649.60 04/25/09 05/25/09 83,744,980.48 05/25/09 06/25/09 47,588,505.89 06/25/09 07/25/09 45,704,316.89 07/25/09 08/25/09 44,327,341.36 08/25/09 09/25/09 42,992,133.23 09/25/09 10/25/09 41,697,402.26 10/25/09 11/25/09 40,441,899.55 11/25/09 12/25/09 39,224,416.21 12/25/09 01/25/10 38,043,781.93 01/25/10 02/25/10 36,898,863.65 02/25/10 03/25/10 35,788,564.38 03/25/10 04/25/10 34,711,821.91 04/25/10 05/25/10 33,667,607.67 05/25/10 06/25/10 32,654,925.59 06/25/10 07/25/10 31,619,605.00 07/25/10 08/25/10 30,588,145.91 08/25/10 09/25/10 29,587,797.85 09/25/10 10/25/10 28,617,611.61 Client Service Group All queries regarding confirmations should be sent to: JPMorgan Chase Bank, N.A. Contacts JPMorgan Contact Telephone Number Client Service Group (hereinafter "Counterparty"000 ) 0000000000 Group E-mail address: Facsimile: (such ISDA Master Agreement and ISDA Schedule, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the "Agreement"), Morgan Stanley, a Delaware corporation (hereinafter "MS"), hereby irrevxxxxxx xxx xxxonditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on Scheduled Payment Dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MS at its address set forth in the signature block of this Guarantee (or to such other address as MS may specify in writing), MS agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MS's obligations under this Guarantee. MS hereby agrees that its obligations hereunder shall be unconditional and xxxx not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MS hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MS or otherwise, MS's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MS represents to Counterparty as of the date hereof, which representations will be deemed to be repeated by MS on each date on which a Transaction is entered into, that000 ) 000 000 0000 Telex: Cable:

Securities Administrator Capacity. It is expressly undexxxxxx xnd understood and agreed by the parties hereto that insofar as this Confirmation is executed by Wells Fargo Bank, National Association (i) this Confirmation is executex and delivered by Wells Fargo Bank, National Association not in its individual capaxxxx but solely as Securities Administrator of the Trust under the PSA in the exercise of the powers and authority conferred and invested in it as securities administrator Securities Administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of the Trust Party B is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo Bank, National Association in its individual capacity xx xersonally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation. [MORGAN STANLEY LETTERHEAD] -------------------------------------------------------------------------------- We are very pleased to have entered into this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, MORGAN STANLEY CAPITAL SERVICES INC. BxXx: /x/ D.N. /s/ David N. Moore ----------------------- -------------------------------------- Name: David N. Moore Title: Vice Prxxxxxxx Xxxxx Xxxxy B, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as ox of xxx Trade Xrade Date. WELLS FARGO BANK, NATIONAL ASXXXXXTIONASSOCIATION, not individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. Xxxxx 0000Xxx. Xrust 0007-XX2HE6, Mortgage Pass-Through Certificates, Series 20062007-HE2 HE6 By: /s/ Patricia M. Russo ------------------------- Carla S. Walker -------------------------------------- Name: Patricia M. Russo Carla S. Walker Title: Vice Xxxxxxxxx MORGAN STANLEY 0000 XRXXXXXX Pxxxxxxxx SCHEDULE I -------------------------------------------------------------------------------- Calculation Line Period Notional Amount ($) Multiplier ---- ---------------------------- ---------------------- ----------------- 1 Effective Date 5/25/2008 70,894,759.95 10 2 5/25/2008 6/25/2008 67,913,727.84 10 3 6/25/2008 7/25/2008 65,044,558.35 10 4 7/25/2008 8/25/2008 62,283,522.43 10 5 8/25/2008 9/25/2008 59,642,627.59 10 6 9/25/2008 10/25/2008 57,102,305.80 10 7 10/25/2008 11/25/2008 54,682,804.14 10 8 11/25/2008 12/25/2008 52,363,433.97 10 9 12/25/2008 1/25/2009 50,076,003.23 10 10 1/25/2009 2/25/2009 46,254,796.97 10 11 2/25/2009 3/25/2009 39,052,104.34 10 12 3/25/2009 4/25/2009 34,534,178.12 10 13 4/25/2009 5/25/2009 33,101,141.72 10 14 5/25/2009 6/25/2009 31,724,910.56 10 15 6/25/2009 7/25/2009 30,338,271.81 10 16 7/25/2009 8/25/2009 27,355,910.66 10 17 8/25/2009 9/25/2009 20,901,946.55 10 18 9/25/2009 10/25/2009 17,138,338.57 10 19 10/25/2009 11/25/2009 16,459,985.68 10 20 11/25/2009 12/25/2009 15,806,950.23 10 21 12/25/2009 1/25/2010 15,141,219.85 10 22 1/25/2010 2/25/2010 13,509,803.77 10 23 2/25/2010 3/25/2010 9,784,004.01 10 24 3/25/2010 4/25/2010 7,708,917.19 10 25 4/25/2010 5/25/2010 7,426,110.62 10 26 5/25/2010 6/25/2010 7,161,452.34 10 27 6/25/2010 7/25/2010 6,906,217.31 10 28 7/25/2010 8/25/2010 6,610,312.22 10 29 8/25/2010 9/25/2010 6,214,858.16 10 30 9/25/2010 10/25/2010 5,946,199.52 10 31 10/25/2010 11/25/2010 5,728,352.88 10 32 11/25/2010 12/25/2010 5,526,350.82 10 33 12/25/2010 1/25/2011 5,331,442.14 10 34 1/25/2011 2/25/2011 5,115,037.71 10 35 2/25/2011 3/25/2011 4,843,375.39 10 36 3/25/2011 4/25/2011 4,645,609.87 10 37 4/25/2011 5/25/2011 4,478,343.63 10 38 5/25/2011 6/25/2011 4,321,569.87 10 39 6/25/2011 7/25/2011 4,170,246.79 10 40 7/25/2011 8/25/2011 4,024,186.14 10 41 8/25/2011 9/25/2011 3,883,206.14 10 42 9/25/2011 10/25/2011 3,747,131.21 10 43 10/25/2011 11/25/2011 3,615,792.29 10 44 11/25/2011 12/25/2011 3,489,025.16 10 45 12/25/2011 1/25/2012 3,365,610.41 10 46 1/25/2012 2/25/2012 3,185,649.06 10 47 2/25/2012 3/25/2012 2,957,933.40 10 48 3/25/2012 4/25/2012 2,844,935.58 10 49 4/25/2012 5/25/2012 2,745,332.28 10 50 5/25/2012 6/25/2012 2,650,558.42 10 51 6/25/2012 7/25/2012 2,557,936.95 10 52 7/25/2012 8/25/2012 2,406,826.69 10 53 8/25/2012 9/25/2012 2,206,294.39 10 54 9/25/2012 10/25/2012 2,120,870.75 10 55 10/25/2012 11/25/2012 2,047,908.70 10 56 11/25/2012 12/25/2012 1,978,811.16 10 57 12/25/2012 1/25/2013 1,911,377.26 10 58 1/25/2013 2/25/2013 1,811,034.07 10 59 2/25/2013 3/25/2013 1,682,987.94 10 60 3/25/2013 Termination Date 1,620,909.87 10 [MORGAN STANLEY LETTERHEADCOMPANY LOGO] NEW YORKMay 31, NY 10000-0090 Xxxxl 28, 2006 2007 Wells Fargo Bank, National Association A Association, a national banking association, xxx xndividuallyindividually, but solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. inc. Trust 20062007-HE2 HE6 (the "Trust")Mortgage PassTrust"), Mortgagx Xxxx-Xxxxxgx XxxxxficatesXxxxxxx Certificates, Series 20062007-HE2 HE6 9062 Old Annapolis Road Columbia, Maryland MD 21045 Ladies and Gentlemen: Xx xxxxxxxxxxxxx xx xxxx xxxxxxx XXDA ISDA Master Agreement and that certain ISDA Schedule, each dated as April 28of May 31, 2006 2007 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinaftxx "XXCX") xxx Wells Fargo Bank, National Association, a national banking association, xxx individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. Trust 20062007-HE2HE6 (the "Trust"), Mortgage PassMortgagx Xxxx-Through CerxxxxxxtxxXxxxxxx Certificates, Xxxies 2006Series 2007-HE2 HE6 (hereinafter "Counterparty") (such ISDA Master Agreement and ISDA ScheduleAgreement, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the "Agreement"), Morgan Stanley, a Delaware corporation (hereinafter "MS"), hereby irrevxxxxxx xxx xxxonditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on Scheduled Payment Dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MS at its address set forth in the signature block of this Guarantee (or to such other address as MS may specify in writing), MS agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MS's obligations under this Guarantee. MS hereby agrees that its obligations hereunder shall be unconditional and xxxx not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MS hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MS or otherwise, MS's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MS represents to Counterparty as of the date hereof, which representations will be deemed to be repeated by MS on each date on which a Transaction is entered into, that:

Securities Administrator Capacity. It is expressly undexxxxxx xnd understood and agreed by the parties hereto that insofar as this Confirmation is executed by Wells Fargo Bank, National Association the Securities Administrator (i) this Confirmation is executex executed and delivered by Wells Fargo JPMorgan Chase Bank, National Association N.A. not in its individual capaxxxx capacity but solely as Securities Administrator under the PSA Pooling and Servicing Agreement, dated as of March 1, 2006 (the “Pooling and Servicing Agreement”), among X.X. Xxxxxx Acceptance Corporation I, as depositor, X.X. Xxxxxx Mortgage Acquisition Corp., as seller, U.S. Bank National Association, as trustee, Pentalpha Surveillance LLC, as trust oversight manager and the Securities Administrator, JPMorgan Chase Bank National Association as servicer and as securities administrator, in the exercise of the powers and authority conferred and invested vested in it as securities administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of the Trust is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo JPMorgan Chase Bank, National Association N.A. in its individual capacity xx xersonally be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation, and (iii) each of the representations, undertakings and agreements herein made on behalf of the Counterparty is made and intended not as personal representations, undertakings and agreements of JPMorgan Chase Bank, N.A. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us or by sending to us a letter, telex or facsimile substantially similar to this letter, which letter, telex or facsimile sets forth the material terms of the Transaction to which this Confirmation relates and indicates agreement to those terms. [MORGAN STANLEY LETTERHEAD] -------------------------------------------------------------------------------- We are very pleased When referring to have entered into this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yoursConfirmation, MORGAN STANLEY CAPITAL SERVICES INC. Bxplease indicate: /x/ D.N. Moore ----------------------- JPMorgan Deal Number(s): 6900023278456 / 00020012898 JPMorgan Chase Bank, N.A. /s/ Xxxxxxx Xxxxx Name: David N. Moore Xxxxxxx Xxxxx Title: Vice Prxxxxxxx Xxxxx B, acting through its duly authorized signatory, hereby agrees to, accepts President Accepted and confirms the terms confirmed as of the foregoing as ox xxx Trade Date. WELLS FARGO BANK, NATIONAL ASXXXXXTION, not individually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Xxxxx 0000-XX2, Mortgage Pass-Through Certificates, Series 2006-HE2 Bydate first written: /s/ Patricia M. Russo ------------------------- Name: Patricia M. Russo Title: Vice Xxxxxxxxx MORGAN STANLEY 0000 XRXXXXXX [MORGAN STANLEY LETTERHEAD] NEW YORK, NY 10000-0090 Xxxxl 28, 2006 Wells Fargo Bank, National Association A national banking association, xxx xndividually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Trust 2006-HE2 (the "Trust")Mortgage Pass-Xxxxxgx Xxxxxficates, Series 2006-HE2 9062 Old Annapolis Road Columbia, Maryland 21045 Ladies and Gentlemen: Xx xxxxxxxxxxxxx xx xxxx xxxxxxx XXDA Master Agreement and that certain ISDA Schedule, each dated as April 28, 2006 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinaftxx "XXCX") xxx Wells Fargo JPMorgan Chase Bank, National Association, a national banking association, xxx individually, not in its individual capacity but solely as Securities Administrator for Morgan Stanley Capital I Inc. Trust securities administrator on behalf of the X.X. Xxxxxx Mortgage Acquisition Corp. 2006-HE2WMC1 supplemental interest trust Name: Xxx Xxx Xxxxx Title: Assistant Vice President Your reference number: _________________________ Exhibit A Start Date End Date Swap Balance 25-Mar-06 25-Apr-06 USD 1,122,597,871.55 25-Apr-06 25-May-06 USD 1,111,265,755.92 25-May-06 25-Jun-06 USD 1,095,978,860.88 25-Jun-06 25-Jul-06 USD 1,076,733,226.55 25-Jul-06 25-Aug-06 USD 1,052,307,745.47 25-Aug-06 25-Sep-06 USD 1,025,254,714.83 25-Sep-06 25-Oct-06 USD 994,402,981.51 25-Oct-06 25-Nov-06 USD 981,088,612.10 25-Nov-06 25-Dec-06 USD 943,146,042.75 25-Dec-06 25-Jan-07 USD 902,476,322.82 25-Jan-07 25-Feb-07 USD 859,411,816.43 25-Feb-07 25-Mar-07 USD 818,372,069.48 25-Mar-07 25-Apr-07 USD 779,260,546.81 25-Apr-07 25-May-07 USD 741,985,356.54 25-May-07 25-Jun-07 USD 706,459,025.51 25-Jun-07 25-Jul-07 USD 672,598,285.66 25-Jul-07 25-Aug-07 USD 640,323,870.72 25-Aug-07 25-Sep-07 USD 609,560,322.81 25-Sep-07 25-Oct-07 USD 580,233,268.69 25-Oct-07 25-Nov-07 USD 552,251,642.83 25-Nov-07 25-Dec-07 USD 524,796,722.76 25-Dec-07 25-Jan-08 USD 466,681,213.16 25-Jan-08 25-Feb-08 USD 105,593,524.54 25-Feb 25-Mar-08 USD 105,593,524.54 25-Mar-08 25-Apr-08 USD 105,593,524.55 25-Apr 25-May-08 USD 105,593,524.55 25-May-08 25-Jun-08 USD 105,593,524.54 25-Jun-08 25-Jul-08 USD 103,294,567.07 25-Jul-08 25-Aug-08 USD 99,453,418.31 25-Aug-08 25-Sep-08 USD 95,569,994.13 25-Sep-08 25-Oct-08 USD 91,831,916.25 25-Oct-08 25-Nov-08 USD 88,247,783.23 25-Nov-08 25-Dec-08 USD 84,810,440.74 25-Dec-08 25-Jan-09 USD 81,247,253.97 25-Jan-09 25-Feb-09 USD 73,788,104.74 25-Feb-09 25-Mar-09 USD 71,028,277.95 25-Mar-09 25-Apr-09 USD 68,373,364.15 25-Apr-09 25-May-09 USD 65,818,872.47 25-May-09 25-Jun-09 USD 63,360,528.39 25-Jun-09 25-Jul-09 USD 60,994,262.29 25-Jul-09 25-Aug-09 USD 58,716,198.69 25-Aug-09 25-Sep-09 USD 56,522,646.04 25-Sep-09 25-Oct-09 USD 54,410,087.09 25-Oct-09 25-Nov-09 USD 52,375,169.82 25-Nov-09 25-Dec-09 USD 50,414,698.86 25-Dec-09 25-Jan-10 USD 48,525,627.39 25-Jan-10 25-Feb-10 USD 46,705,049.45 Client Service Group All queries regarding confirmations should be sent to: JPMorgan Chase Bank, Mortgage PassN.A. Contacts JPMorgan Contact Telephone Number Client Service Group (000 ) 0000000000 Group E-Through Cerxxxxxxtxx, Xxxies 2006-HE2 mail address: Facsimile: (hereinafter "Counterparty"000 ) (such ISDA Master Agreement and ISDA Schedule, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the "Agreement"), Morgan Stanley, a Delaware corporation (hereinafter "MS"), hereby irrevxxxxxx xxx xxxonditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on Scheduled Payment Dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MS at its address set forth in the signature block of this Guarantee (or to such other address as MS may specify in writing), MS agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MS's obligations under this Guarantee. MS hereby agrees that its obligations hereunder shall be unconditional and xxxx not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MS hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MS or otherwise, MS's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MS represents to Counterparty as of the date hereof, which representations will be deemed to be repeated by MS on each date on which a Transaction is entered into, that000 000 0000 Telex: Cable: