Common use of Documents to be Delivered Clause in Contracts

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yes

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this AgreementAgreement (or, if available, the current authorized signature book or equivalent authorizing documentation), any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes Yes BSFP A copy of and the most recent annual report of Counterparty Legal opinion(s) with respect to such party (only if available) and its Credit Support Provider, if any, containing reasonably satisfactory in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants form and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable substance to the other party heretorelating to the enforceability of the party’s obligations under this Agreement. Upon the execution and delivery of this Agreement and such any Confirmation YesNo Counterparty An executed copy of the Pooling and Servicing Agreement. Within 30 days after the date of this Agreement. No

Documents to be Delivered. For the purpose of Section 4(a):) of the ISDA Form Master Agreement: (1) Tax forms, documents, or certificates to be delivered are: BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A Yes Counterparty An executed copy of the most recent annual report of such party (only if available) Pooling and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in Servicing Agreement Within 30 days after the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability date of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation YesNo

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP Party A and the Counterparty Party B Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP Party A and the Counterparty Party B Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP Party A and the Counterparty Party B A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP Yes Party A copy Annual Report of the most recent annual report Bank of such party (only if available) and its Credit Support ProviderAmerica Corporation containing audited, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly organized. To be made available on w▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/ as soon as available and in any event within 90 days after request by the other party end of each fiscal year of Party A. Yes BSFP Party A and the Counterparty An Party B Legal opinion of from counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party heretofor such party. Upon the execution and delivery of this Agreement and such Confirmation YesNo Party B A duly executed copy of the Indenture. Upon the execution and receipt of such Indenture. No Party B Copy of each monthly servicer report. Upon availability No

Documents to be Delivered. For the purpose of Section 4(a):Sections 4(a)(i) and 4(a)(ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (1a) Tax forms, documents, documents or certificates to be delivered are: BSFP Party B A correct, complete and the Counterparty Any document required executed United States Internal Revenue Service Form W- 8BEN-E (with all parts fully completed), or reasonably requested to allow the other party to make payments under any successor form. Promptly upon execution of this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredAgreement. Yes (2b) Other documents to be delivered are: BSFP Party B Most recent copy of published annual report containing audited financial statements for the most recently audited financial year. Promptly after request, and in any case within [90 days] of publication. Yes Party B A certified copy of the Counterparty Any documents required by Memorandum and Articles of Association of the receiving party Client. Promptly upon execution of this Agreement. Yes Party B A certified copy of the Memorandum and Articles of Association of the Credit Support Providers of the Client (if any). Promptly upon execution of this Agreement. Yes Party B A certified copy or extract of the board resolution of Party B’s Credit Support Providers authorizing the entry into, and execution of, the Credit Support Documents (if any). Promptly upon execution of this Agreement Yes Party B Evidence reasonably satisfactory to evidence Party A of: (i) the capacity and authority of Party B and any Credit Support Provider of Party B to enter into the Agreement, any Credit Support Document and any Transactions and (ii) the authority of the delivering party or its individual signing the Agreement, the relevant Credit Support Provider, if any, for it Document and/or the relevant Confirmation on behalf of such party to execute the same and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence (iii) the authority genuine signature of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, each such Confirmation and/or Credit Support Document, as the case may be Upon the individual. Promptly upon execution and delivery of this Agreement and such promptly after request by Party A in relation to each Confirmation thereafter. Yes BSFP and the Counterparty A certificate Party B Any Credit Support Document identified in Part 4(f), together with evidence of an authorized officer of the party, as incumbency in relation to the incumbency and authority of person who has executed the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as . 1 Promptly upon execution of this Agreement. Yes Party B Evidence of the case may be Upon appointment of the Process Agent of Party B and acceptance of such appointment by the Process Agent.2 Promptly upon (i) execution and delivery of this Agreement and such Confirmation Yes BSFP A copy (ii) the appointment of the most recent annual report of such party (only if availablea replacement Process Agent pursuant to Section 13(c) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable . Yes/No Party B Any other documents as required by Party A from time to the other party heretotime. Upon the execution and delivery of this Agreement and such Confirmation request by Party A. Yes

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: Party required to deliver document Form/Document/ Date by which to be delivered Certificate BSFP and the Counterparty Any document required or reasonably Promptly after the earlier of (i) requested to allow the other party reasonable demand by either party or to make payments under this (ii) learning that such form or Agreement without any deduction or document is required withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrate (2) Other documents to be delivered are: Party required to deliver Form/Document/ Date by which to be Covered by Section 3(d) document Certificate delivered Representation BSFP and the Counterparty Any documents required by the Upon the execution and Yes receiving party to evidence the delivery of this authority of the delivering Agreement and such party or its Credit Support Confirmation Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized Upon the execution and Yes officer of the party, as to the delivery of this incumbency and authority of the Agreement and such respective officers of the party Confirmation signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes (3) BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yeswill provide a Legal Opinion.

Documents to be Delivered. For the purpose of Section 4(a):) of the ISDA Form Master Agreement: (1) Tax forms, documents, or certificates to be delivered are: Reference Number: FXNEC8682 Countrywide Home Loans, Inc. September 18, 2006 Page 5 of 11 Party required to deliver Form/Document/ Date by which to document Certificate be delivered BSFP and the Counterparty Any document required or Promptly after the earlier of (i) reasonable the Counterparty reasonably requested to demand by either party or (ii) learning allow the other party to that such form or document is required make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrate (2) Other documents to be delivered are: Party required Form/Document/ Date by which to Covered by Section 3(d) to deliver Certificate be delivered Representation document BSFP and Any documents Upon the execution and Yes the Counterparty Any documents required by the delivery of this receiving party to Agreement and such evidence the authority Confirmation of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any may Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or and/or. Credit Support Document, as the case may be Reference Number: FXNEC8682 Countrywide Home Loans, Inc. September 18, 2006 Page 6 of 11 Party required Form/Document/ Date by which to Covered by Section 3(d) to deliver Certificate be delivered Representation document BSFP and A certificate of an Upon the execution Yes the Counterparty authorized officer of the and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the Agreement and such incumbency and Confirmation authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yesbe

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP Party required Form/Document/ Date by which to deliver document Certificate to be delivered -------------------------------------------------------------------------------- Barclays A correct, complete and (i) Before the first executed U.S. Internal Payment Date under Revenue Service Form this Agreement, W-8BEN, or any successor (ii) before December 31 thereto, including of each third appropriate attachments, succeeding calendar that eliminates U.S. year, (iii) promptly federal withholding tax upon reasonable demand and backup withholding by Counterparty, and tax on payments under (iv) promptly upon this Agreement. learning that any such Form previously provided by Barclays has become obsolete or incorrect. Counterparty Any document required A complete and executed (i) Before the first U.S. Internal Revenue Payment Date under this Form W-9 (or reasonably requested to allow the other party to make any Agreement, (ii) promptly successor thereto) that upon reasonable demand eliminates U.S. federal by Barclays, and Service backup withholding tax (iii) promptly upon on payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that any such Agreement. form previously provided by Counterparty has become obsolete or document is requiredincorrect. (2) Other documents to be delivered are: BSFP Party required to Form/Document/ Date by which Covered by Section 3(d) deliver document Certificate to be delivered Representation ----------------------------- ---------------------------------- -------------------------- -------------------------- Barclays and the Counterparty Any documents required by the Upon the execution and Yes Counterparty receiving party to evidence the delivery of this authority of the delivering Agreement and such party or its Credit Support Confirmation Provider, if any, for it to execute and deliver this Agreement, any Confirmation Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP Barclays and the Counterparty A certificate of an authorized Upon the execution and Yes Counterparty officer of the party, as to the delivery of this incumbency and authority of the Agreement and such respective officers of the party Confirmation signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yesbe

Documents to be Delivered. For the purpose of Section 4(a4(a)(i) and 4(a)(iii): (1) Tax forms, documents, or certificates to be delivered are: BSFP Party A and the Counterparty Party B Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate rate. Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required. (2) Other documents to be delivered are: BSFP Party A and the Counterparty Party B Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Confirmation. Upon the execution and delivery of this Agreement and such Confirmation Confirmation. Yes BSFP Party A and the Counterparty Party B A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be . Upon the execution and delivery of this Agreement Confirmation. Yes Party A Legal opinion(s) with respect to such party and such Confirmation Yes BSFP its Credit Support Provider, if any, for it, reasonably satisfactory in form and substance to the other party relating to the enforceability of the party’s obligations under this Agreement. Upon the execution and delivery of this Agreement. No Party A and Party B Indemnification agreement executed by each of Party A and Financial Asset Securities Corp. with respect to information included in any free writing prospectus and the prospectus supplement related to the Class A Certificates and Class M Certificates. Concurrently with the printing of any preliminary prospectus supplement and the prospectus supplement related to the Class A and Class M Certificates. No Party A A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized organized. Promptly after request by the other party party. Yes BSFP Party B Each other report or other document required to be delivered by or to Party B under the terms of the Pooling and Servicing Agreement, other than those required to be delivered directly by the Counterparty An opinion of counsel Trustee to Party A thereunder. Promptly upon request by Party A, or with respect to the due authorizationany particular type of report or other document as to which Party A has previously made request to receive all reports or documents of that type, execution and enforceability promptly upon delivery or receipt of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation report or document by Party B. Yes

Documents to be Delivered. For the purpose of Section 4(a):) of the ISDA Form Master Agreement: (1) Tax forms, documents, or certificates to be delivered are: BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Confirmation; and, in the case of the Counterparty, within 30 days after the date of this Agreement Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A Yes Counterparty An executed copy of the most recent annual report of such party (only if available) Pooling and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in Servicing Agreement. Within 30 days after the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability date of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation YesNo

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yes

Documents to be Delivered. For the purpose of Section 4(a):4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (1a) Tax forms, documents, documents or certificates to be delivered are: BSFP Party A and Party B A correct, complete and duly executed U.S. Internal Revenue Service Form W-9 (or successor thereto) that eliminates U.S. federal backup withholding tax on payments to Party B under this Agreement. (A) Before the Counterparty Any document required or reasonably requested to allow first Payment Date under this Agreement, (B) promptly upon reasonable demand by the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of and (iC) reasonable demand by either party or (ii) promptly upon learning that any such form previously provided by the party has become obsolete or document is requiredincorrect. (2b) Other documents to be delivered are: BSFP Party A and the Counterparty Any documents required by the receiving party to evidence the Party B Evidence of authority and true signatures of the delivering party each official or representative signing this Agreement. On or before execution of this Agreement. Yes Party B A copy of its (or its Credit Support Provider’s, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the ) most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year statements, certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles principles. Within 100 days of the last business day of a party’s fiscal year end; provided, however, that such party shall be deemed to have satisfied such delivery requirement by making such report available to the general public by publication thereof on its website or on the U.S. Securities and Exchange Commission ▇▇▇▇▇ information retrieval system or by delivering it to the Collateral Agent (as defined in the United States or Hedging Facility Agreement) within such time period. Yes Party A Annual audited financial statements of Party A’s Credit Support Provider prepared in accordance with generally accepted accounting principles in the country in which Party A’s Credit Support Provider is organized. Promptly upon request. Yes Party B A copy of its (or its Credit Support Provider’s, if any) most recent consolidated quarterly financial statements. Within 55 days of the last business day of the first three fiscal quarters of Party B’s fiscal year; provided, however, that Party B shall be deemed to have satisfied such party is organized Promptly after request delivery requirement by the other party Yes BSFP and the Counterparty An opinion of counsel with respect making such report available to the due authorizationgeneral public by publication thereof on its website or on the U.S. Securities and Exchange Commission ▇▇▇▇▇ information retrieval system or by delivering it to the Collateral Agent within such time period. Yes Party A Credit Support Document(s), if any, specified in Part 4 of the Schedule, such Credit Support Document(s) being duly executed if required Upon execution and enforceability delivery of this AgreementAgreement Yes Party B A copy of all relevant formation documents (such as certificate of formation, acceptable articles of incorporation, partnership agreement, trust agreement and/or central register of charities), disclosure documents (such as offering memorandum, prospectus, memorandum and articles of association and/or audited financial statement), a list of all principals (such as directors/trustees/general partners) (in each case as may be amended from time to time), the government-issued or taxpayer identification number (as applicable), and any other party heretodocumentation required to meet customer identification program requirements. Upon the execution and delivery of this Agreement and such Confirmation as deemed necessary for any further documentation. Yes Party B A copy of the most recent available Reserve Report (as defined in the Hedging Facility Agreement). Upon request. Yes

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: Reference Number: FXNEC7203 Deutsche Bank National Trust Company, not individually but solely as Trustee on behalf of Soundview Home Loan Trust 2005-3, Asset-Backed Certificates, Series 2005-3 July 14, 2005 BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: Reference Number: FXNEC7203 Deutsche Bank National Trust Company, not individually but solely as Trustee on behalf of Soundview Home Loan Trust 2005-3, Asset-Backed Certificates, Series 2005-3 July 14, 2005 BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yes

Documents to be Delivered. For the purpose of Section 4(a): (1a) Tax forms, documents, documents or certificates to be delivered are: BSFP Counterparty An executed United States Internal Revenue Service Form W-8IMY or any successor form thereto. (i) Promptly upon reasonable demand by the other party, (ii) upon execution of this Agreement, and (iii) promptly upon learning that any such form previously provided by the Counterparty Any document has become obsolete or incorrect. The Trust. An executed United States Internal Revenue Service Form W-9 (or successor thereto). (i) Upon execution of this Agreement, (ii) promptly upon reasonable demand by the other party and (iii) promptly upon learning that any such form previously provided by the Trust has become obsolete or incorrect. Each party agrees to complete (accurately and in a manner reasonably satisfactory to the other party), execute, arrange for any required certification of, and deliver to the other party or such government or taxing authority as such other party directs, any form, document, or certificate that may be required or reasonably requested in order to allow the such other party to make payments payment under this Agreement without any deduction or withholding for or on the account of any Tax rate, provided that the delivering party may legally complete the form document or with such deduction or withholding at a reduced rate Promptly after certificate as requested, promptly upon the earlier of (i) reasonable demand by either party or demand, (ii) learning that such form the form, document or document certificate is required, or (iii) learning that the form, document or certificate previously provided has become obsolete or incorrect. (2b) Other documents Documents to be delivered are: BSFP - Counterparty A certificate (or an extract of the list of authorized signatories) as to the authority, incumbency and specimen signature of each person authorized to sign this Agreement and any Confirmation hereunder. At execution of this Agreement. Yes. Trust Copies of the Indenture, the Trust Agreement, the Notes and the Counterparty Any documents required by the receiving party to evidence the authority Administration Agreement. At execution of this Agreement. Yes. Trust A certificate (or an extract of the delivering party or its Credit Support Providerlist of authorized signatories) as to the authority, if any, for it incumbency and specimen signature of each person authorized to execute sign this Agreement and deliver any Confirmation hereunder. At execution of this Agreement, any Confirmation , . Yes. Counterparty An opinion of counsel to such party reasonably satisfactory in form and any Credit Support Documents substance to which it is a the other party addressed to other party, and to evidence the authority underwriters of the delivering party Notes and the rating agencies which opinion shall address the due authorization and capacity of the Counterparty or its Credit Support Provider to enter into the Agreement and the Credit Support Annex and the enforceability of the Agreement and the Credit Support Annex. At or promptly following the execution of this Agreement. No. Trust An opinion of counsel to such party reasonably satisfactory in form and substance to the other party addressed to other party, the underwriters of the Notes and the rating agencies. At or promptly following the execution of this Agreement. No. Trust Copies of all financial reports sent to the Class A-4B Noteholders by or on behalf of the Indenture Trustee; provided, however that a failure to deliver these documents shall not constitute an Event of Default hereunder. Promptly after delivery thereof. Yes. Trust Any and all information reasonably requested by the Counterparty to verify the calculations made by the Calculation Agent under any Transaction. As soon as practicable after request by the other party. No. Counterparty & the Trust Letter Agreement among the Counterparty, The Student Loan Corporation and SLC Student Loan Receivables I, Inc. relating to indemnification for securities law claims. At execution of this Agreement. No. Counterparty & Trust Any Credit Support Document(s) specified in Part 4 of this Schedule. Upon execution of this Agreement. Yes. Trust Pursuant to Section 8.5(g) of the Administration Agreement, notice of any amendment, modification or supplement to any Basic Document that would materially adversely affect (A) the Counterparty’s ability to enforce or protect its rights or remedies under this Agreement, (B) the ability of the Trust to timely and fully perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as or (C) any of the case may be Upon terms of the execution and delivery Indenture or the Administration Agreement which relates to payments to or rights of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the partyunder either such agreement. Prior to any amendment, as modification or supplement to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Basic Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation YesNo.

Documents to be Delivered. (a) For the purpose of Section 4(a): (1) Tax forms4(a)(i), documents, or certificates to be delivered are: BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP Party required to Form/Document/ Date by which to be delivered Section 3(d) deliver document Certificate Representation MLCS and the Counterparty Any documents required Trust An executed United States (i) Upon execution of this Applicable Internal Revenue Service Form Agreement, (ii) promptly upon W-9 (or any successor reasonable demand by the receiving thereto). other party and (iii) promptly upon learning that any such form previously provided by such party has become obsolete or incorrect. (b) For the purposes of Section 4(a)(ii), the other documents to evidence be delivered are as follows: Party required to Form/Document/ Date by which to be delivered Section 3(d) deliver document Certificate representation: MLCS and the authority Trust Evidence of the delivering party Upon or its prior to the execution Applicable authority, incumbency and and delivery of this Agreement specimen signature of and with respect to any each person executing Confirmation upon request by this Agreement or any the other party. Confirmation, Credit Support ProviderDocument or other document entered into in connection with this Agreement on its behalf or on behalf of a Credit Support Provider or otherwise, if any, for it as the case may be. MLCS and the Trust Certified copies of Upon request by the other Applicable documents evidencing each party. Party's capacity to execute and deliver this Agreement, any each Confirmation , and any Credit Support Documents to which it is a partyDocument (if applicable), and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, hereunder or thereunder as may be reasonably requested by the other party. Monthly reports to On or prior to each Monthly Applicable The Trust noteholders and to Payment Date. holders of the certificate (and all other such Confirmation and/or Credit Support Documentnotices required to be given to noteholders and to holders of the certificate, as specified in the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP Indenture). MLCS and the Counterparty Trust A certificate of an authorized officer of the party, as legal opinion in form Not Applicable and substance On or prior to the incumbency and authority of Closing satisfactory to the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP other Date. party. The Trust A copy of the most recent annual report executed As soon as practical after the Indenture and of such party (only if available) each of Closing Date. The Trust the Receivables Transfer and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements Servicing Agreements. MLCS An officer's certificate On or prior to the Applicable affirming the information Closing Date describing MLCS under "Description of Swap Counterparty" provided to the Trust by MLCS for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles use in the United States or in Trust's prospectus. MLCS and the country in which such party is organized Trust Such other documents as Promptly after upon request by of the Not Applicable the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the may other party heretoparty. Upon the execution and delivery of this Agreement and such Confirmation Yesreasonably request.

Documents to be Delivered. For the purpose purposes of Section 4(a):4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents as applicable: (1) . Tax forms, documents, documents or certificates to be delivered are: BSFP and Each party agrees to deliver to the Counterparty Any document other party, upon reasonable demand by such other party, any tax form that may be required or reasonably requested in writing in order to allow the such other party to make payments a payment under this Agreement (or under any Credit Support Document) without any deduction or withholding for or on the account of any Tax tax imposed by any government or other taxing authority in respect of any such payment (other than a stamp, registration, documentation or similar tax), or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such rate, which form or document is requiredshall be correct, complete and duly executed. (2) . Other documents Documents to be delivered are: BSFP Party A/Party B Annual audited and quarterly unaudited financial statements (or in the Counterparty Any documents required by the receiving party to evidence the authority case of the delivering party or Party A, of its Credit Support ProviderProvider and in the case of Party B, if any, for it to execute and deliver this Agreement, any Confirmation , of itself and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if availableProvider) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which the party (or its Credit Support Provider as applicable) is organized; in addition, Party B shall provide Party A notice of any Monetary Liability Collateral Trigger Event and, after the expiration of any applicable notice and cure period, notice of any default with respect to any debt which is secured by the Properties (the “Subject Debt”) which would give any person or entity the right to foreclose, and shall, promptly upon request, provide such party is organized other information as Party A may reasonably request, including, but not limited to, any information necessary for Party A to calculate Exposure, any Independent Amount and/or Monetary Liability under this Agreement. Provided, however, that Party B shall not be required to provide such audited financial statements if Party A does not approve payment for the expense of delivering those statements. Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel (except with respect to notices of the due authorizationoccurrence of any Monetary Liability Collateral Trigger Event or any default on the Subject Debt which would give any Person or entity the right to foreclosure, as to which Party B shall give Party A notice within five (5) business days (or, except with respect to any Monetary Liability Collateral Trigger Event, if a notice and right to cure period is applicable, within five (5) business days of the expiration of such notice and cure period). Provided that financial statements shall have been deemed delivered hereunder to the extent publicly available. Yes. Party A/Party B A duly executed copy of any Credit Support Document. Concurrently with the execution and enforceability of this Agreement, acceptable or if set forth in any Confirmation, concurrently with the delivery of such Confirmation provided, however the Account Agreements shall be delivered no later than March 19, 2010. No. Party A/Party B A certificate of an authorized officer for such party and any Credit Support Provider of such party certifying the authority, names and true signatures of the officers signing this Agreement, each Confirmation and any Credit Support Document, reasonably satisfactory in form and substance to the other party hereto. Upon party, and, as applicable, certified copies of any applicable resolution(s) or other documents authorizing the execution and delivery of this Agreement as reasonably satisfactory in form and such substance to the other party. Concurrently with the execution of this Agreement, and, if a Confirmation so requires it on or before the date set forth therein. Yes. Party B Opinion of outside counsel as to due authorization, execution and delivery and enforceability of this Agreement (including the Schedule, any Confirmations executed on the date hereof and any Credit Support Documents) in form and substance acceptable to Party A. Concurrently with the execution of this Agreement. No.

Documents to be Delivered. For the purpose of Section 4(a):) of the ISDA Form Master Agreement: (1) Tax forms, documents, or certificates to be delivered are: Party required to deliver Form/Document/ Date by which to document Certificate be delivered BSFP and the Counterparty Any document required or Promptly after the earlier or reasonably requested to allow (i) reasonable demand by the other party to make either party or (ii) learning payments under this Agreement that such form or document is without any deduction or required withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrate (2) Other documents to be delivered are: Party required to deliver Form/Document/ Date by which to Covered by Section 3(d) document Certificate be delivered Representation BSFP and the Counterparty Any documents required by the Upon the execution and delivery Yes the Counterparty receiving party to evidence the of this Agreement and such authority of the delivering Confirmation party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be BSFP and A certificate of an authorized Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the of this Agreement and such incumbency and authority of the Confirmation respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yesbe

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: Reference Number: FXNSC6960 LaSalle Bank National Association, not individually, but solely as Swap Administrator (as defined herein) under the Swap Administration Agreement April 29, 2005 BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: Reference Number: FXNSC6960 LaSalle Bank National Association, not individually, but solely as Swap Administrator (as defined herein) under the Swap Administration Agreement April 29, 2005 BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yes

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: Party required to deliver document: BSFP and the Counterparty Form/Document/ Certificate: Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Date by which to be delivered: Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: Party required to Form/Document/ Date by which to Covered by Section 3(d) deliver document Certificate be delivered Representation ------------------ --------------------------- -------------------------- ------------------------- BSFP and the Counterparty Any documents required by Upon the execution and Yes Counterparty the receiving party to delivery of this Agreement evidence the authority of and such Confirmation the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be BSFP and the A certificate of an Upon the execution and Yes Counterparty authorized officer of the delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the and such Confirmation incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yesbe

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP Party required to deliver document Form/Document/ Date by which to Certificate be delivered Bear Stearns and the Counterparty Any document required or Promptly after the earlier of (i) ▇▇▇▇▇▇able the Counterparty reasonably requested to allow demand by either party or (ii) learning that the other party to make such form or document is required payments under this the Form Master Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrate (2) Other documents to be delivered are: BSFP Party required to Form/Document/ Date by which to Covered by Section 3(d) Representation deliver document Certificate be delivered Bear Stearns and the Counterparty Any documents required by Upon the execution and Yes the Counterparty ▇▇e receiving party to delivery of the Form evidence the authority of Master Agreement and such the delivering party or its Confirmation Credit Support Provider, if any, for it to execute and deliver this the Form Master Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this the Form Master Agreement, such Confirmation and/or Credit Support Document, as the case may be Bear Stearns and A certificate of an Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized ▇▇thorized officer of the delivery of the Form party, as to the incumbency Master Agreement and such and authority of the Confirmation respective officers of the party signing this the Form Master Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP Bear Stearns A copy of the its most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after the request au▇▇▇▇▇ ▇onsolidated of by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation YesParty financial statements

Documents to be Delivered. For the purpose of Section 4(a):4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents as applicable: (1a) Tax formsForms, documents, documents or certificates to be delivered are: BSFP Party A and the Counterparty Party B Any document or certificate reasonably required or reasonably requested by a party in connection with its obligations to allow the other make a payment under this Agreement which would enable that party to make payments under this Agreement without the payment free from any deduction or withholding for or on the account of any Tax or with such as would reduce the rate at which deduction or withholding at a reduced rate Promptly after for or on account of Tax is applied to that payment as requested by Party A with respect to any payments received by Party B. As soon as reasonably practicable following the earlier of (ia) reasonable demand by either the relevant party or (ii) learning that such form document or document certificate is requiredrequired and (b) a request by other party. (2b) Other documents to be delivered are: BSFP Party A and Party B A legal opinion as to the Counterparty Any documents required by validity and enforceability of that party’s obligations under this Agreement in form and substance reasonably acceptable to the receiving other party. The date of this Agreement. Party A and Party B A list of the authorised signatories for a party and evidence satisfactory in form and substance to evidence the other party of the authority of the delivering authorised signatories of the party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such any Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer on behalf of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon . On the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to and if requested by the other party hereto. Upon party, on the execution of any Confirmation but only if the evidence of the authority, incumbency and delivery specimen signature of any person executing the Confirmation has changed from that previously delivered. Westpac Cross Currency Swap Party B A certified copy of the Security Trust Deed, Master Trust Deed, Series Notice and Note Trust Deed (including Conditions of Class A1 Notes). For the purposes of this and the following clause a copy of a document is taken to be certified if a director or an Authorised Signatory of Party B, or a person authorised to execute this Agreement or a Confirmation on behalf of Party B or a solicitor acting for Party B has certified it to be a true and complete copy of the document of which it purports to be a copy. The date of this Agreement and Party B (Without limiting any obligation Party B may have under the terms of the Security Trust Deed to notify Party A of amendments) a certified copy of any document that amends in any way the terms of the Security Trust Deed. Promptly after any such Confirmation Yesdocument is entered into. Other than the legal opinions referred to above, all documents delivered under this Part 3(b) are covered by the representation in Section 3(d) of this Agreement. Westpac Cross Currency Swap

Documents to be Delivered. For the purpose of Section 4(a): (1a) Tax forms, documents, documents or certificates to be delivered are: BSFP and the Counterparty Any document Party required or reasonably requested Form/Document/ Date by which to allow the other party Covered by Section 3(d) to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to deliver Certificate be delivered are: BSFP and the Counterparty Representation document BNY Any documents Upon the Yes required by the execution and receiving party to delivery of this evidence the Agreement authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be (b) Other documents to be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty delivered are: BNY A certificate of an Upon the Yes authorized officer execution and of the party, as to delivery of the incumbency and this Agreement authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Counterparty (i) a copy of the Upon the Yes executed Pooling execution and Agreement, and (ii) delivery of this an incumbency Agreement and certificate such Confirmation Yes BSFP verifying the true signatures and authority of the person or persons signing this letter agreement on behalf of the Counterparty BNY A copy of the most Promptly after Yes recent annual report publicly request by the available regulatory other party call report. -------------------------------------------------------------------------------- Counterparty Certified copy of Upon the Yes the Board of execution and Directors resolution delivery of this (or equivalent Agreement. authorizing documentation) which sets forth the authority of each signatory to the Confirmation signing on its behalf and the authority of such party (only if available) to enter into Transactions contemplated and performance of its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party heretoobligations hereunder. Upon the execution and delivery of this Agreement and such Confirmation Yes--------------------------------------------------------------------------------

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP Party required to deliver document Form/Document/ Date by which to Certificate be delivered Bear Stearns and the Counterparty Any document required or Promptly after the earli▇▇ ▇▇ (i) reasonable the Counterparty reasonably requested to allow demand by either party or (ii) learning that the other party to make such form or document is required payments under this the Form Master Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrate (2) Other documents to be delivered are: BSFP Party required to Form/Document/ Date by which to Covered by Section 3(d) Representation deliver document Certificate be delivered Bear Stearns and the Counterparty Any documents required by Upon the execution and Yes the Count▇▇▇▇▇▇▇ the receiving party to delivery of the Form evidence the authority of Master Agreement and such the delivering party or its Confirmation Credit Support Provider, if any, for it to execute and deliver this the Form Master Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this the Form Master Agreement, such Confirmation and/or Credit Support Document, as the case may be Bear Stearns and A certificate of an Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an Count▇▇▇▇▇▇▇ authorized officer of the delivery of the Form party, as to the incumbency Master Agreement and such and authority of the Confirmation respective officers of the party signing this the Form Master Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP Bear Stearns A copy of the its most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases Promptly after the request audited consolidated of by other Party financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yesstatements

Documents to be Delivered. For the purpose of Section 4(a):) of the ISDA Form Master Agreement: (1) Tax forms, documents, or certificates to be delivered are: Party required to deliver Form/Document/ Date by which to document Certificate be delivered BSFP and the Counterparty Any document required or Promptly after the earlier of reasonably requested to allow (i) reasonable demand by the other party to make either party or (ii) learning payments under this Agreement that such form or document is without any deduction or required withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrate (2) Other documents to be delivered are: Party required to Form/Document/ Date by which to Covered by Section 3(d) deliver document Certificate be delivered Representation BSFP and the Counterparty Any documents required by Upon the execution and Yes the Counterparty the receiving party to delivery of this Agreement evidence the authority of and such Confirmation Party required to Form/Document/ Date by which to Covered by Section 3(d) deliver document Certificate be delivered Representation of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be BSFP and A certificate of an Upon the execution and Yes the Counterparty authorized officer of the delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and such Confirmation and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yesbe

Documents to be Delivered. For the purpose of Section 4(a):) of the ISDA Form Master Agreement: (1) Tax forms, documents, or certificates to be delivered are: Reference Number, FXNEC8080 - Amended ------- Countrywide Home Loans, Inc. March 29, 2006 Page 5 of 11 Party required to deliver Form/Document/ Date by which to document Certificate be delivered BSFP and the Counterparty Any document required or Promptly after the earlier of reasonably requested to allow (i) reasonable demand by the other party to make either party or (ii) learning payments under this Agreement that such form or document is without any deduction or required withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrate (2) Other documents to be delivered are: Party required Form/Document/ Date by which to Covered by Section 3(d) to deliver Certificate be delivered Representation document BSFP and the Counterparty Any documents Upon the execution and Yes Counterparty required by the delivery of this receiving party to Agreement and such evidence the Confirmation authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case Reference Number: FXNEC8080 - Amended ------- Countrywide Home Loans, Inc. March 29, 2006 Page 6 of 11 Party required Form/Document/ Date by which to Covered by Section 3(d) to deliver Certificate be delivered Representation document may be BSFP and the A certificate of an Upon the execution and Yes Counterparty authorized officer of delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the and such Confirmation incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yesbe

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: Party required to deliver document Form/Document/ Date by which to be delivered Certificate BSFP and the Counterparty Any document required or reasonably Promptly after the earlier of (i) requested to allow the other party reasonable demand by either party or to make payments under this (ii) learning that such Agreement without any deduction or form or document is required withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrate (2) Other documents to be delivered are: Party required to deliver Form/Document/ Date by which to be Covered by Section 3(d) document Certificate delivered Representation BSFP and the Counterparty Any documents required by the Upon the execution and Yes receiving party to evidence the delivery of this authority of the delivering Agreement and such party or its Credit Support Confirmation Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized Upon the execution and Yes officer of the party, as to the delivery of this incumbency and authority of the Agreement and such respective officers of the party Confirmation signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yesbe (3) BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yeswill provide a Legal Opinion.

Documents to be Delivered. For the purpose of Section 4(a): (1a) Tax forms, documents, documents or certificates to be delivered are: BSFP Party required to Date by which deliver document Forms/Documents/Certificates to be delivered Party A and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of United States Internal (i) reasonable demand by either party On a date which is Party B Revenue Service Form W-9, before the first W8-ECI or any successor form. Scheduled Payment Date under this Agreement, or (ii) learning that such form or document is requiredpromptly upon reasonable demand by the other party. (2b) Other documents to be delivered are: BSFP and : (i) At the Counterparty Any documents required by execution of this Agreement, each party shall deliver to the receiving party to other party, certified evidence the authority of the delivering party or authority, incumbency and specimen signature of each authorized person executing any document on its behalf and on behalf of its Credit Support Provider, if any, for it to execute and deliver in connection with this Agreement, any Confirmation , and any Credit Support Documents . Such evidence is covered by the Section 3(d) representation. (ii) Each party upon request shall promptly deliver to which it is a the other party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A a copy of the its most recent annual report of such party (only report, if available) and its Credit Support Provider, if any, or another document containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and balance sheets prepared in accordance with accounting principles that are generally accepted accounting principles for institutions of its type in the United States or jurisdiction of its organization consistently applied and certified by independent public accountants, and Party B shall deliver copies of any reports by Party B to holders of the Class A-4 Certificates required under the Certificate Indenture; provided, that in each case, neither party shall be required to deliver such information so long as such information is publicly available to the country in which other party. Such information is covered by the Section 3(d) representation so long as such information is either provided by a party is organized Promptly after request by to the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable hereto or is obtained from publicly available information that has been provided by such party to the other party hereto. (iii) Each party upon request shall promptly deliver to the other party, if available, a copy of its most recent unaudited interim consolidated balance sheets prepared in accordance with accounting principles that are generally accepted for institutions of its type in the jurisdiction of its organization in each case consistently applied, provided that such party shall not be required to deliver such information so long as such information is publicly available to the other party. Upon Such information is covered by the execution and delivery Section 3(d) representation so long as such information is either provided by a party to the other party hereto or is obtained from publicly available information that has been provided by such party to the other party hereto. (iv) Each party shall promptly deliver to the other party an opinion of counsel, reasonably satisfactory to the other party, which opinion shall include an opinion as to the enforceability of this Agreement Agreement. Party B shall further deliver to Party A letters from counsel to Party B to the collective effect that Party A may rely on the opinions of such counsel regarding authorization, execution, delivery and enforceability of the Sale Agreement, the Servicing Agreement, the Note Indenture, the Certificate Indenture, and other relevant Basic Documents, as if such Confirmation Yesopinions were addressed to Party A. Documents delivered pursuant to this clause (iv) are not covered by the Section 3(d)

Documents to be Delivered. For the purpose of Section 4(a):) of the ISDA Form Master Agreement: (1) Tax forms, documents, or certificates to be delivered are: Reference Number: FXNCC9798 – Amended II Broadway 500 West Monroe Mezz I LLC August 15, 2007 BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes Reference Number: FXNCC9798 – Amended II Broadway 500 West Monroe Mezz I LLC August 15, 2007 may be BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes Yes BSFP A copy of the most recent annual report of Legal opinion(s) with respect to such party (only if available) and its Credit Support Provider, if any, containing for it reasonably satisfactory in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants form and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable substance to the other party heretorelating to the enforceability of the party’s obligations under this Agreement. Upon the execution and delivery of this Agreement and such any Confirmation YesNo

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: Party required to deliver document Form/Document/ Certificate Date by which to be delivered BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: Party required to deliver document Form/Document/ Certificate Date by which to be delivered Covered by Section 3(d) Representation BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yes

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP Party required to deliver document Form/Document/ Date by which to Certificate be delivered Bear Stearns and the Counterparty Any document required or Promptly after the earlier of (▇) ▇▇asonable the Counterparty reasonably requested to allow demand by either party or (ii) learning that the other party to make such form or document is required payments under this the Form Master Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrate (2) Other documents to be delivered are: BSFP Party required to Form/Document/ Date by which to Covered by Section 3(d) Representation deliver document Certificate be delivered Bear Stearns and the Counterparty Any documents required by Upon the execution and Yes the Counterparty the receiving party to delivery of the Form evidence the authority of Master Agreement and such the delivering party or its Confirmation Credit Support Provider, if any, for it to execute and deliver this the Form Master Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this the Form Master Agreement, such Confirmation and/or Credit Support Document, as the case may be Bear Stearns and A certificate of an Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the delivery of the Form party, as to the incumbency Master Agreement and such and authority of the Confirmation respective officers of the party signing this the Form Master Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP Bear Stearns A copy of the its most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases Promptly after the request audited consolidated of by other Party financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yesstatements

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP Party required to deliver document Form/Document/ Date by which to Certificate be delivered Bear ▇▇▇▇▇▇▇ and the Counterparty Any document required or Promptly after the earlier of (i) reasonable the Counterparty reasonably requested to allow demand by either party or (ii) learning that the other party to make such form or document is required payments under this the Form Master Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrate (2) Other documents to be delivered are: BSFP Party required to Form/Document/ Date by which to Covered by Section 3(d) Representation deliver document Certificate be delivered Bear ▇▇▇▇▇▇▇ and the Counterparty Any documents required by Upon the execution and Yes the Counterparty the receiving party to delivery of the Form evidence the authority of Master Agreement and such the delivering party or its Confirmation Credit Support Provider, if any, for it to execute and deliver this the Form Master Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this the Form Master Agreement, such Confirmation and/or Credit Support Document, as the case may be Bear ▇▇▇▇▇▇▇ and A certificate of an Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the delivery of the Form party, as to the incumbency Master Agreement and such and authority of the Confirmation respective officers of the party signing this the Form Master Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Bear ▇▇▇▇▇▇▇ An opinion of counsel of such Upon the execution and No party regarding the delivery of the Form enforceability of this Master Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable a form Confirmation reasonably satisfactory to the other party hereto. Upon Bear ▇▇▇▇▇▇▇ A copy of its most recent Promptly after the execution and delivery request audited consolidated of this Agreement and such Confirmation Yesby other Party financial statements

Documents to be Delivered. For the purpose of Section 4(a):) of the ISDA Form Master Agreement: (1) Tax forms, documents, or certificates to be delivered are: Reference Number: FXNCC9798 Broadway 500 West Monroe Mezz I LLC July 11, 2007 BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP and the Counterparty Any documents required by the delivery of this receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes Reference Number: FXNCC9798 Broadway 500 West Monroe Mezz I LLC July 11, 2007 maybe BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes Yes BSFP A copy of the most recent annual report of Legal opinion(s) with respect to such party (only if available) and its Credit Support Provider, if any, containing for it reasonably satisfactory in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants form and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable substance to the other party heretorelating to the enforceability of the party’s obligations under this Agreement. Upon the execution and delivery of this Agreement and such any Confirmation YesNo

Documents to be Delivered. For the purpose of Section 4(a):4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents as applicable: (1a) Tax formsForms, documents, documents or certificates to be delivered are: BSFP Party A and the Counterparty Party B Any document or certificate reasonably required or reasonably requested by a party in connection with its obligations to allow the other make a payment under this Agreement which would enable that party to make payments under this Agreement without the payment free from any deduction or withholding for or on the account of any Tax or with such as would reduce the rate at which deduction or withholding at a reduced rate Promptly after for or on account of Tax is applied to that payment as requested by Party A with respect to any payments received by Party B. As soon as reasonably practicable following the earlier of (ia) reasonable demand by either the relevant party or (ii) learning that such form document or document certificate is requiredrequired and (b) a request by other party. (2b) Other documents to be delivered are: BSFP Party A and Party B A legal opinion as to the Counterparty Any documents required by validity and enforceability of that party’s obligations under this Agreement in form and substance reasonably acceptable to the receiving other party. The date of this Agreement. Party A and Party B A list of the authorised signatories for a party and evidence satisfactory in form and substance to evidence the other party of the authority of the delivering authorised signatories of the party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such any Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer on behalf of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon . On the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to and if requested by the other party hereto. Upon party, on the execution of any Confirmation but only if the evidence of the authority, incumbency and delivery specimen signature of any person executing the Confirmation has changed from that previously delivered. Cross Currency Swap Class [*] Party B A certified copy of the Security Trust Deed, Master Trust Deed, Series Notice and Note Trust Deed (including Conditions of Class A1 Notes). For the purposes of this and the following clause a copy of a document is taken to be certified if a director or an Authorised Signatory of Party B, or a person authorised to execute this Agreement or a Confirmation on behalf of Party B or a solicitor acting for Party B has certified it to be a true and complete copy of the document of which it purports to be a copy. The date of this Agreement and Party B (Without limiting any obligation Party B may have under the terms of the Security Trust Deed to notify Party A of amendments) a certified copy of any document that amends in any way the terms of the Security Trust Deed. Promptly after any such Confirmation Yesdocument is entered into. Other than the legal opinions referred to above, all documents delivered under this Part 3(b) are covered by the representation in Section 3(d) of this Agreement.

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrequired BSFP and Counterparty Any document required by the receiving party to evidence the authority of the delivering party or its Credit Support Porvider, if any, for it to execute and deliver this Agreement, any Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation (2) Other documents to be delivered are: BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yes

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel Legal opinion(s) with respect to the due authorizationsuch party and its Credit Support Provider, execution if any, for it reasonably satisfactory in form and enforceability of this Agreement, acceptable substance to the other party heretorelating to the enforceability of the party's obligations under this Agreement. Upon the execution and delivery of this Agreement and such any Confirmation YesNo

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yes

Documents to be Delivered. For the purpose of Section 4(a):) of the ISDA Form Master Agreement: (1) Tax forms, documents, or certificates to be delivered are: Party required to deliver Form/Document/ Date by which to document Certificate be delivered BSFP and the Counterparty Any document required or Promptly after the earlier of (i) the Counterparty reasonably requested to reasonable demand by either party or allow the other party to (ii) learning that such form or make payments under this document is required Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrate (2) Other documents to be delivered are: Party required to Form/Document/ Date by which to Covered by Section 3(d) deliver document Certificate be delivered Representation BSFP and Any documents Upon the execution Yes the Counterparty Any documents required by the and delivery of this receiving party to Agreement and such evidence the Confirmation authority of the delivering party or its Credit Support Reference Number: FXNEC9253 Citibank, N.A., New York February 26, 2007 Page 5 of 14 Party required to Form/Document/ Date by which to Covered by Section 3(d) deliver document Certificate be delivered Representation Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be BSFP and A certificate of an Upon the execution Yes the Counterparty authorized officer of and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the Agreement and such incumbency and Confirmation authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yesbe

Documents to be Delivered. For the purpose of Section 4(a) (i) and 4(a) (iii): (1) Tax forms, documents, or certificates to be delivered are: PARTY REQUIRED TO DELIVER FORM/DOCUMENT/ DATE BY WHICH TO DOCUMENT CERTIFICATE BE DELIVERED BSFP and the Counterparty Any document required Promptly after the earlier of (i) The Counterparty or reasonably reasonable demand by either party or requested to allow (ii) learning that such form or document the other party to is required make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrate (2) Other documents to be delivered are: PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO COVERED BY SECTION 3(D) DELIVER DOCUMENT CERTIFICATE BE DELIVERED REPRESENTATION BSFP and the Counterparty Any documents required Upon the execution and Yes The Counterparty by the receiving party delivery of this to evidence the Agreement and such authority of the Confirmation delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be BSFP and the A certificate of an Upon the execution and Yes Counterparty authorized officer of delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the Agreement and such incumbency and Confirmation authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be . BSFP Legal opinion(s) with Upon the execution and No respect to such party delivery of this and its Credit Support Agreement and such any Provider, if any, for Confirmation Yes it reasonably satisfactory in form and substance to the other party relating to the enforceability of the party's obligations under this Agreement. BSFP A copy of the most Promptly after request Yes recent annual report of by the other party such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized The Counterparty Each other report or Promptly after upon request Yes other document required by BSFP, or with to be delivered by or respect to any to the Counterparty particular type of under the terms of the report or other Pooling and Servicing document as to which Agreement, other than BSFP has previously those required to be made request to delivered directly by receive all reports or the Trustee to BSFP documents of that thereunder type, promptly upon delivery or receipt of s such report or document by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation YesIssuer Counterparty

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: HomeBanc Mortgage Trust 2005-1 by, U.S. Bank National Association, not individually but solely as Administrator under the Administration Agreement, dated as of February 1, 2005, on behalf of HomeBanc Mortgage Trust 2005-1, Mortgage-Backed Notes February 23, 2005 Page 6 of 16 BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes HomeBanc Mortgage Trust 2005-1 by, U.S. Bank National Association, not individually but solely as Administrator under the Administration Agreement, dated as of February 1, 2005, on behalf of HomeBanc Mortgage Trust 2005-1, Mortgage-Backed Notes February 23, 2005 Page 7 of 16 Credit Support Document, as the case may be BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yes

Documents to be Delivered. For the purpose of Section 4(a):Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (1a) Tax forms, documents, documents or certificates to be delivered are: BSFP Party A and Party B Any form or document (including, in the Counterparty Any document case of Party A, an executed United States Internal Revenue Service Form W-8ECI and an executed United States Internal Revenue Service Form W-8BEN) required or reasonably requested to allow the other party to make payments under the Agreement without any deduction or withholding for or on account of any Tax, or with such deduction or withholding at a reduced rate. Promptly upon reasonable demand by the other party. Each party agrees to complete (accurately and in a manner reasonably satisfactory to the other party), execute, arrange for any required certification of, and deliver to the other party or such government or taxing authority as such other party directs, any form, document, or certificate that may be required or reasonably requested in order to allow such other party to make payment under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after rate, promptly upon the earlier of (i) reasonable demand by either party or demand, (ii) learning that such form the form, document or document certificate is required, or (iii) learning that the form, document or certificate previously provided has become obsolete or incorrect. (2b) Other documents Documents to be delivered are: BSFP - Barclays A certificate (or an extract of the list of authorized signatories) as to the authority, incumbency and specimen signature of each person authorized to sign this Agreement and any Confirmation hereunder. At execution of this Agreement. Yes. Trust Copies of the Indenture, the Trust Agreement, the Notes and the Counterparty Any documents required by the receiving party to evidence the authority Administration Agreement. At execution of this Agreement. Yes. Trust A certificate (or an extract of the delivering party or its Credit Support Providerlist of authorized signatories) as to the authority, if any, for it incumbency and specimen signature of each person authorized to execute sign this Agreement and deliver any Confirmation hereunder. At execution of this Agreement, any Confirmation , . No. Barclays An opinion of counsel to such party reasonably satisfactory in form and any Credit Support Documents substance to which it is a the other party addressed to other party, and to evidence the authority underwriters of the delivering party Notes and the rating agencies which opinion shall address (i) the due authorisation and capacity of Barclays or its Credit Support Provider to perform its obligations under enter into the Agreement and the Credit Support Annex and the enforceability of the Agreement and the Credit Support Annex. At or promptly following the execution of this Agreement. No. Trust An opinion of counsel to such party reasonably satisfactory in form and substance to the other party addressed to other party, such Confirmation and/or Credit Support Document, as the case may be Upon underwriters of the Notes and the rating agencies. At or promptly following the execution and delivery of this Agreement and such Confirmation Yes BSFP and Agreement. No. Trust Copies of all financial reports sent to the Counterparty A certificate of an authorized officer Depository Trust Company by or on behalf of the partyIndenture Trustee; provided, however that a failure to deliver these documents shall not constitute an Event of Default hereunder. Promptly after delivery thereof. Yes. Trust Any and all information reasonably requested by Barclays to verify the calculations made by the Calculation Agent under any Transaction. As soon as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly practicable after request by the other party Yes BSFP party. No. Barclays & the Trust Letter Agreement among Barclays, SLM Corporation, SLM Education Credit Finance Corporation and the Counterparty An opinion of counsel with respect SLM Funding LLC relating to the due authorization, indemnification for securities law claims. At execution and enforceability of this Agreement, acceptable to the other party hereto. No. Barclays & Trust Any Credit Support Document(s) specified in Part 4 of this Schedule. Upon the execution and delivery of this Agreement and such Confirmation YesAgreement. No.

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, documents or certificates to be delivered are: BSFP IRS Form 4224 or Form 1001, as applicable, and the Counterparty Any any form, certificate or document required or reasonably requested in writing by either Party A or Party B to allow the other party to make payments under this Master Agreement without any deduction or withholding for for, or on the account of of, any Tax Taxes or with such deduction or withholding at a reduced rate Promptly after rate. Such forms, documents or certificates are to be furnished upon execution of this Master Agreement and thereafter as required by applicable law. Such forms, documents or certificates, if specified, shall be governed by the earlier representation 27 contained in Section 3(d) of (i) reasonable demand by either party or (ii) learning that such form or document is requiredthis Master Agreement. (2) Other documents to be delivered are: BSFP : (a) Party A shall deliver upon the execution of this Master Agreement a certificate of its secretary, assistant secretary or other duly authorized officer certifying the incumbent officers of each who are authorized to sign this Master Agreement and the Counterparty Any documents required such Confirmations and their specimen signatures. Such certificate shall be covered by the receiving party representation contained in Section 3(d) of this Master Agreement. Party B may conclusively rely upon such certificate until notified to evidence the contrary by Party A. (b) Party B shall deliver upon the execution of this Master Agreement a certificate of its secretary, assistant secretary or other duly authorized officer certifying (i) resolutions of its board of directors or other proof of authorizations with respect to its authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , Master Agreement and any Credit Support Documents to which it is a party, the Confirmations contemplated hereby and to evidence the authority of the delivering party or its Credit Support Provider to perform its respective obligations under hereunder and thereunder, (ii) the incumbent officers of each who are authorized to sign this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Master Agreement and such Confirmation Yes BSFP Confirmations and their specimen signatures, (iii) if requested, that attached thereto are true and complete copies of its charter documents. Such certificate shall be covered by the Counterparty representation contained in Section 3(d) of this Master Agreement. Party A may conclusively rely upon such certificate of an authorized officer of the party, as until notified to the incumbency contrary by Party B. (c) Each of Party A and authority of the respective officers of the party signing this AgreementParty B shall deliver, any relevant Credit Support Documentpromptly upon written request, or any Confirmation, such other documents as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and may reasonably request in connection with each Transaction. Such documents, if specified, shall be governed by the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability representation contained in Section 3(d) of this Master Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yes.

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP Bear ▇▇▇▇▇▇▇ and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this the Form Master Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrequired Reference Number: CXGP06AR11 GreenPoint Mortgage Funding Grantor Trust 2006–AR1 (2) Other documents to be delivered are: BSFP Bear ▇▇▇▇▇▇▇ and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Master Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this the Form Master Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this the Form Master Agreement and such Confirmation Yes BSFP Bear ▇▇▇▇▇▇▇ and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this the Form Master Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this the Form Master Agreement and such Confirmation Yes BSFP Yes Bear ▇▇▇▇▇▇▇ A copy of the its most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after the request of by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation YesParty

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: PARTY REQUIRED TO FORM/DOCUMENT/ CERTIFICATE DATE BY WHICH TO BE DELIVER DOCUMENT DELIVERED BSFP and the Counterparty Any document required or Promptly after the earlier of Counterparty reasonably requested to allow the (i) reasonable demand by other party to make payments either party or (ii) learning under this Agreement without that such form or document is any deduction or withholding for required or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier Reference Number: FXNEC7841 ▇▇▇▇▇ Fargo Bank, N.A., not in its individual capacity but solely as Trustee for ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Series 2006-HE1 February 7, 2006 Page 5 of (i) reasonable demand by either party or (ii) learning that such form or document is required15 (2) Other documents to be delivered are: PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO COVERED BY SECTION DELIVER DOCUMENT CERTIFICATE BE DELIVERED 3(d) REPRESENTATION BSFP and the Counterparty Any documents Upon the execution Yes Counterparty required by the and delivery of receiving party to this Agreement and evidence the such Confirmation authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an Upon the execution Yes Counterparty authorized officer of the and delivery ofthis party, as to the Agreement and such incumbency and Confirmation authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon 6) Miscellaneous. Miscellaneous Reference Number: FXNEC7841 ▇▇▇▇▇ Fargo Bank, N.A., not in its individual capacity but solely as Trustee for ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Series 2006-HE1 February 7, 2006 Page 6 of 15 (a) Address for Notices: For the execution and delivery purposes of this Agreement and such Confirmation Yes BSFP A copy Section 12(a) of the most recent annual report ISDA Form Master Agreement: Address for notices or communications to BSFP: Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: DPC Manager Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy to: Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Derivative Operations - 7th Floor Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ (For all purposes) Address for notices or communications to Counterparty: Address: ▇▇▇▇▇ Fargo Bank, N.A. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Client Manager - MLMI 2006-HE1 Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇ with copy to: Address: 4 World Financial Center ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ New York, NY 10080 Attention: ▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇ (b) Process Agent. For the purpose of such party (only if available) and Section 13(c): BSFP appoints as its Credit Support ProviderProcess Agent: Not Applicable The Counterparty appoints as its Process Agent: Not Applicable Reference Number: FXNEC7841 ▇▇▇▇▇ Fargo Bank, if anyN.A., containing not in all cases audited consolidated financial statements its individual capacity but solely as Trustee for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Series 2006-HE1 February 7, 2006 Page 7 of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yes15

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/ DATE BY WHICH TO CERTIFICATE BE DELIVERED BSFP and the Counterparty Any document required or Promptly after the earlier of (i) reasonable the Counterparty reasonably requested to allow demand by either party or (ii) learning that the other party to make such form or document is required payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrate (2) Other documents to be delivered are: PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO COVERED BY SECTION 3(D) REPRESENTATION DELIVER DOCUMENT CERTIFICATE BE DELIVERED BSFP and the Counterparty Any documents required by Upon the execution and Yes the Counterparty the receiving party to delivery of this Agreement evidence the authority of and such Confirmation the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an Upon the execution and Yes authorized officer of the delivery of this Agreement party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be . BSFP Legal opinion(s) with respect Upon the execution and No to such party and its Credit delivery of this Agreement Support Provider, if any, for and such any Confirmation Yes it reasonably satisfactory in form and substance to the other party relating to the enforceability of the party's obligations under this Agreement. BSFP A copy of the most recent Promptly after request by Yes annual report of such the other party party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yesorganized

Documents to be Delivered. (a) For the purpose of Section 4(a): (1) Tax forms4(a)(i), documents, or certificates to be delivered are: BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP and the Counterparty Any documents required by the receiving party to evidence the authority PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO BE SECTION 3(d) DELIVER DOCUMENT CERTIFICATE DELIVERED REPRESENTATION Party A An executed United States (i) Upon execution of the delivering party or its Credit Support Provider, if any, for it to execute and deliver Internal Revenue Service this Agreement, (ii) Form W-8ECI (or any promptly upon reasonable successor thereto) and an demand by Party B and executed United States (iii) promptly upon Internal Revenue Service learning that any such Form W-8BEN (or any form previously provided successor thereto). by Party A has become obsolete or incorrect. The Fund An executed United States (i) Upon execution of Internal Revenue Service this Agreement, (ii) Form W-8ECI (or any promptly upon reasonable successor thereto), Form demand by Party A and W-8BEN (or any successor (iii) promptly upon thereto), or Form W-9 (or learning that any such any successor thereto), form previously provided as applicable. by Party B has become obsolete or incorrect. (b) For the purposes of Section 4(a)(ii), the other documents to be delivered are: PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO BE SECTION 3(d) DELIVER DOCUMENT CERTIFICATE DELIVERED REPRESENTATION Party A, the Agent, the Evidence of the Upon or prior to the Applicable Fund authority, incumbency and execution and delivery of specimen signature of this Agreement and, with each person executing respect to any this Agreement or any Confirmation upon request Confirmation, and any Credit by the other party. Support Documents to which it is Document or other document entered into in connection with this Agreement on its behalf or on behalf of a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Documentor otherwise, as the case may be be. The Agent Evidence of the authority Upon execution of this Applicable of the Agent to act on Agreement, any behalf of and to bind the Confirmation and promptly Fund, including Powers of upon demand by Party A. Attorney, Trading Authorizations or other documents evidencing such other actions taken by the Fund to authorize the Agent's execution and delivery of this Agreement and such Confirmation Yes BSFP each Confirmation, and the Counterparty A certificate performance of an authorized officer its obligations hereunder. The Fund Its most recent As of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Applicable Prospectus, Private Agreement. Placement or Offering Memorandum, the Investment Management Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP Operative Documents. The Agent and the Counterparty An opinion of counsel with respect to the due authorization, execution Fund The notices specified in As soon as available and enforceability Applicable Section 4 of this Agreement, acceptable to in any event at the other party hereto. Upon the execution and delivery times Agreement as added by specified in such Section Part 5 of this Agreement and such Confirmation YesSchedule. 4.

Documents to be Delivered. For the purpose of Section 4(a):) of the ISDA Form Master Agreement: (1) Tax forms, documents, or certificates to be delivered are: Reference Number: FXNCC9798 Broadway 500 West Monroe Mezz I LLC July 11, 2007 BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes Reference Number: FXNCC9798 Broadway 500 West Monroe Mezz I LLC July 11, 2007 maybe BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes Yes BSFP A copy of the most recent annual report of Legal opinion(s) with respect to such party (only if available) and its Credit Support Provider, if any, containing for it reasonably satisfactory in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants form and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable substance to the other party heretorelating to the enforceability of the party’s obligations under this Agreement. Upon the execution and delivery of this Agreement and such any Confirmation YesNo

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: Party required to deliver Form/Document/ Date by which to be document Certificate delivered BSFP and the Counterparty Any document required or reasonably Promptly after the earlier of (i) requested to allow the other party reasonable demand by either party or to make payments under this Agreement (ii) learning that such form or Agreement without any deduction or document is required withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrate (2) Other documents to be delivered are: Party required to Form/Document/ Date by which to be Covered by Section 3(d) deliver document Certificate delivered Representation BSFP and the Counterparty Any documents required Upon the execution and Yes Counterparty by the receiving party to delivery of this evidence the authority of Agreement and such the delivering party or its Confirmation Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Reference Number: NCC4502 Countrywide Homeloan Inc. May 14, 2001 Page 6 of 13 Support Document, as the case may be BSFP and the A certificate of an Upon the execution Yes Counterparty authorized officer of the and delivery of this BSFP and its Credit Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the partySupport Provider, if any, as Confirmation to the incumbency and authority of the respective officers of the party BSFP and such Credit Support Provider signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yesbe (3) BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yeswill provide a Legal Opinion.

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: PARTY REQUIRED TO DELIVER FORM/DOCUMENT/ DATE BY WHICH TO DOCUMENT CERTIFICATE BE DELIVERED BSFP and the Counterparty Any document required or Promptly after the the Counterparty reasonably requested to earlier of (i) allow the other party to reasonable demand by make payments under this either party or (ii) Agreement without any learning that such deduction or withholding form or document is for or on the account of required any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrate (2) Other documents to be delivered are: PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO COVERED BY SECTION 3(D) REPRESENTATION DELIVER DOCUMENT CERTIFICATE BE DELIVERED PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO COVERED BY SECTION 3(D) REPRESENTATION DELIVER DOCUMENT CERTIFICATE BE DELIVERED BSFP and the Counterparty Any documents required by Upon the execution and Yes the Counterparty the receiving party to delivery of this Agreement evidence the authority of and such Confirmation the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be BSFP and A certificate of an Upon the execution and Yes the Counterparty authorized officer of the delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and such Confirmation and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yesbe

Documents to be Delivered. For the purpose of Section 4(a):) of the ISDA Form Master Agreement: (1) Tax forms, documents, or certificates to be delivered are: Party required to deliver document Form/Document/ Date by which to Certificate be delivered BSFP and the Counterparty Any document required or Promptly after the earlier of (i) reasonable demand the Counterparty reasonably requested to allow the by either party or (ii) learning that such form or other party to make payments document is required under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrate (2) Other documents to be delivered are: Party required to Form/Document/ Date by which to Covered by Section 3(d) deliver document Certificate be delivered Representation BSFP and the Counterparty Any documents required by Upon the execution and Yes the Counterparty the receiving party to delivery of this Agreement evidence the authority of and such Confirmation the delivering party Reference Number: FXNEC8643 Citibank, N.A., New York ▇▇▇▇▇▇ ▇ugust 30, 2006 Page 5 of 12 Party required to Form/Document/ Date by which to Covered by Section 3(d) deliver document Certificate be delivered Representation or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized Upon the execution and Yes the Counterparty officer of the party, as to delivery of this Agreement the incumbency and authority and such Confirmation of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yesbe

Documents to be Delivered. (a) For the purpose of Section 4(a): (1) Tax forms4(a)(i), documents, or certificates to be delivered are: BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP PARTY REQUIRED TO Form/Document/ Date by which to be Section DELIVER DOCUMENT Certificate delivered 3(d) Representation Party A An executed United Applicable States Internal Revenue Service Form W-8ECI (or any successor Party B An executed United (i) Upon execution of Applicable States Internal Revenue this Agreement, (ii) Service Form W-9 (or promptly upon any successor thereto). reasonable demand by Party A and (iii) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. (b) For the Counterparty Any purposes of Section 4(a)(ii), the other documents required to be delivered are as follows: PARTY REQUIRED TO Form/Document/ Date by which to be Section 3(d) DELIVER DOCUMENT Certificate delivered representation: Party A and Party B Evidence of the Upon or prior to the execution Applicable authority, incumbency and delivery of this Agreement and specimen signature and, with respect to any of each person executing Confirmation upon request by this Agreement or any the other party. Confirmation, Credit Support Document or other document entered into in connection with this Agreement on its behalf or on behalf of a Credit Support Provider or otherwise, as the case may be. Party A and Party B Certified copies of Upon request by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it other Applicable documents evidencing party. each Party's capacity to execute and deliver this Agreement, any each Confirmation , and any Credit Support Documents to which it is a partyDocument (if applicable), and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, hereunder or thereunder as the case may be Upon reasonably requested by the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty other party. Party A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by Applicable recent annual report Party B. containing consolidated financial statements and such other public information respecting the condition or operations, financial or otherwise of Party A as Party B may reasonably request from time to time. Party B Monthly reports to On or prior to each Monthly Applicable noteholders and Distribution Date. certificateholders as specified in the Indenture. Party A and Party B A legal opinion in form On or prior to the Closing Not Applicable and substance Date. satisfactory to the other party. Party A An officer's certificate On or prior to the Closing Not Applicable affirming the Date. information describing Deutsche Bank AG and its New York Branch provided to Party B for use in Party B's offering materials Party B A copy of the executed As soon as practical after the Party B Indenture and of each of Closing Date. the Receivables Transfer and Servicing Agreements. Party A and Party B Such other documents as Promptly upon request of the Not Applicable the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the may other party heretoparty. Upon the execution and delivery of this Agreement and such Confirmation Yesreasonably request.

Documents to be Delivered. For the purpose of Section 4(a):4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents as applicable: (1a) Tax formsForms, documents, documents or certificates to be delivered are: BSFP Party A and the Counterparty Party B Any document or certificate reasonably required or reasonably requested by a party in connection with its obligations to allow the other make a payment under this Agreement which would enable that party to make payments under this Agreement without the payment free from any deduction or withholding for or on the account of any Tax or with such as would reduce the rate at which deduction or withholding at a reduced rate Promptly after for or on account of Tax is applied to that payment as requested by Party A with respect to any payments received by Party B. As soon as reasonably practicable following the earlier of (ia) reasonable demand by either the relevant party or (ii) learning that such form document or document certificate is requiredrequired and (b) a request by other party. (2b) Other documents to be delivered are: BSFP Party A and Party B A legal opinion as to the Counterparty Any documents required by validity and enforceability of that party’s obligations under this Agreement in form and substance reasonably acceptable to the receiving other party. The Closing Date. Party A and Party B A list of the authorised signatories for a party and evidence satisfactory in form and substance to evidence the other party of the authority of the delivering authorised signatories of the party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such any Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer on behalf of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon . On the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to and if requested by the other party hereto. Upon party, on the execution of any Confirmation but only if the evidence of the authority, incumbency and delivery specimen signature of any person executing the Confirmation has changed from that previously delivered. Cross Currency Swap Class A2a Party B A certified copy of the Security Trust Deed, Master Trust Deed, Series Notice and Note Trust Deed (including Conditions of the Class A1 Notes). For the purposes of this and the following clause a copy of a document is taken to be certified if a director or an Authorised Signatory of Party B, or a person authorised to execute this Agreement or a Confirmation on behalf of Party B or a solicitor acting for Party B has certified it to be a true and complete copy of the document of which it purports to be a copy. The date of this Agreement and Party B (Without limiting any obligation Party B may have under the terms of the Security Trust Deed to notify Party A of amendments) a certified copy of any document that amends in any way the terms of the Security Trust Deed. Promptly after any such Confirmation Yesdocument is entered into. Other than the legal opinions referred to above, all documents delivered under this Part 3(b) are covered by the representation in Section 3(d) of this Agreement. Cross Currency Swap Class A2a

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP Party required Form/Document/ Date by which to deliver document Certificate to be delivered -------------------------------------------------------------------------------- Barclays A correct, complete and (i) Before the Counterparty Any document required first executed U.S. Internal Payment Date under Revenue Service Form this Agreement, W-8BEN, or reasonably requested to allow the other party to make any (ii) before December 31 successor thereto, of each third including appropriate succeeding calendar attachments, that year, (iii) promptly eliminates U.S. federal upon reasonable demand withholding tax and by Counterparty, and backup withholding tax (iv) promptly upon on payments under this Agreement without learning that any deduction such Agreement. Form previously provided by Barclays has become obsolete or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of incorrect. -------------------------------------------------------------------------------- Counterparty A complete and executed (i) Before the first U.S. Internal Revenue Payment Date under this Service Form W-9 (or any Agreement, successor thereto) that (ii) promptly upon eliminates U.S. federal reasonable demand by either party or backup withholding tax Barclays, and on payments under this (iiiii) promptly upon Agreement. learning that any such form previously provided by Counterparty has become obsolete or document is requiredincorrect. (2) Other documents to be delivered are: BSFP Covered by Party required to Form/Document/ Date by which Section 3(d) deliver document Certificate to be delivered Representation -------------------------------------------------------------------------------- Barclays and the Counterparty Any documents Upon the Yes Counterparty required by the execution and receiving party to delivery of this evidence the Agreement and authority of the such Confirmation delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP Barclays and the Counterparty A certificate of an Upon the Yes Counterparty authorized officer of execution and the party, as to the delivery of this incumbency and Agreement and authority of the such Confirmation respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yesbe

Documents to be Delivered. For the purpose of Section 4(a):) of the ISDA Form Master Agreement: (1) Tax forms, documents, or certificates to be delivered are: BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this AgreementAgreement (or, if available, the current authorized signature book or equivalent authorizing documentation), any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes Yes BSFP A copy of and the most recent annual report of Counterparty Legal opinion(s) with respect to such party (only if available) and its Credit Support Provider, if any, containing reasonably satisfactory in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants form and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable substance to the other party heretorelating to the enforceability of the party’s obligations under this Agreement. Upon the execution and delivery of this Agreement and such any Confirmation YesNo Counterparty An executed copy of the Pooling and Servicing Agreement. Within 30 days after the date of this Agreement. No

Documents to be Delivered. For the purpose of Section 4(a4(a)(i) and 4(a)(iii): (1) Tax forms, documents, or certificates to be delivered are: BSFP Party A and the Counterparty Party B Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate rate. Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required. (2) Other documents to be delivered are: BSFP Party A and the Counterparty Party B Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Confirmation. Upon the execution and delivery of this Agreement and such Confirmation Confirmation. Yes BSFP Party A and the Counterparty Party B A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be . Upon the execution and delivery of this Agreement Confirmation. Yes Party A Legal opinion(s) with respect to such party and such Confirmation Yes BSFP its Credit Support Provider, if any, for it, reasonably satisfactory in form and substance to the other party relating to the enforceability of the party’s obligations under this Agreement. Upon the execution and delivery of this Agreement. No Party A and Party B Indemnification agreement executed by Party A and Financial Asset Securities Corp. with respect to information included in any free writing prospectus and the prospectus supplement related to the Class A Certificates and Class M Certificates. Concurrently with the printing of any preliminary prospectus supplement and the prospectus supplement related to the Class A and Class M Certificates. No Party A A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized organized. Promptly after request by the other party party. Yes BSFP Party B Each other report or other document required to be delivered by or to Party B under the terms of the Pooling and Servicing Agreement, other than those required to be delivered directly by the Counterparty An opinion of counsel Trustee to Party A thereunder. Promptly upon request by Party A, or with respect to the due authorizationany particular type of report or other document as to which Party A has previously made request to receive all reports or documents of that type, execution and enforceability promptly upon delivery or receipt of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation report or document by Party B. Yes

Documents to be Delivered. For the purpose of Section 4(a):) of the ISDA Form Master Agreement: (1) Tax forms, documents, or certificates to be delivered are: BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrequired BSFP An original properly completed and executed United States Internal Revenue Service Form W-9 including applicable attachments (or any successor thereto) with respect to any payments received or to be received by Party A. (i) upon execution of this Agreement, (or as soon thereafter as practicable, but before the first payment to be made under this Agreement) (ii) on or before the first payment date under this Agreement, including any Credit Support Document, (iii) promptly upon the reasonable demand by Party B, (iv) prior to the expiration or obsolescence of any previously delivered form, and (v) promptly upon the information on any such previously delivered form becoming inaccurate or incorrect. Reference Number: FXNEC9564 U.S. Bank National Association, not individually, but solely as trustee on behalf of Citicorp Mortgage Securities Trust, Series 2007-4 May 29, 2007 (i) upon execution of this Agreement, (or as soon thereafter as practicable, but before the first payment to be made under this Agreement) (ii) on or before the first payment date under this Agreement, including any Credit Support Document, (iii) promptly upon the reasonable demand by Bear S▇▇▇▇▇▇, (iv) prior to the expiration or obsolescence of any previously delivered form, and (v) promptly upon the information on any such previously delivered form becoming inaccurate or incorrect. (2) Other documents to be delivered are: BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and Confirmation; and, in the Counterparty A certificate of an authorized officer case of the partyCounterparty, as to within 30 days after the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery date of this Agreement and such Confirmation Yes BSFP A copy agreement Yes Reference Number: FXNEC9564 U.S. Bank National Association, not individually, but solely as trustee on behalf of the most recent annual report of such party (only if available) and its Credit Support ProviderCiticorp Mortgage Securities Trust, if anySeries 2007-4 May 29, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yes2007

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement Agree-ment and such Confirmation Confirmation. Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement Agree-ment and such Confirmation Yes Yes BSFP A copy of the its most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after the request of by the other party Yes Party (3) BSFP and the Counterparty An will provide a legal opinion of counsel with respect as to the due authorizationcorporate matters, execution and enforceability of this Agreementincluding enforceability, reasonably acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation YesCounterparty.

Documents to be Delivered. For the purpose of Section 4(a) (i) and 4(a) (iii): (1) Tax forms, documents, or certificates to be delivered are: BSFP Party A and the Counterparty Party B Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered (unless publicly available) are: BSFP Party A and the Counterparty Party B Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Confirmation. Upon the execution and delivery of this Agreement and such Confirmation Confirmation. Yes BSFP Party A and the Counterparty Party B A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be . Upon the execution and delivery of this Agreement Confirmation. Yes Party A Legal opinion(s) with respect to such party and such Confirmation Yes BSFP its Credit Support Provider, if any, for it, reasonably satisfactory in form and substance to the other party relating to the enforceability of the party’s obligations under this Agreement. Within 5 Local Business Days of execution hereof No Party A A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized organized. To be made available on w▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇/▇▇/▇▇/ as soon as available and in any event within 90 days after the end of each fiscal year of Party A Yes Party B Each other report or other document required to be delivered by or to Party B under the terms of the Pooling and Servicing Agreement, other than those required to be delivered directly by the Trustee to Party A thereunder. Promptly after upon request by the other party Yes BSFP and the Counterparty An opinion of counsel Party A, or with respect to the due authorizationany particular type of report or other document as to which Party A has previously made request to receive all reports or documents of that type, execution and enforceability promptly upon delivery or receipt of this Agreement, acceptable to the other party hereto. Upon the execution such report or document by Party B and delivery of this Agreement and shall be satisfied by posting such Confirmation Yesreport on Party B’s website h▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇. No

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP Bear S▇▇▇▇▇▇ and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this the Form Master Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP Bear S▇▇▇▇▇▇ and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this the Form Master Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this the Form Master Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this the Form Master Agreement and such Confirmation Yes BSFP Bear S▇▇▇▇▇▇ and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this the Form Master Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this the Form Master Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty Bear S▇▇▇▇▇▇ An opinion of counsel with respect to of (i) such party regarding the due authorization, execution and enforceability of this Agreement, acceptable Confirmation and (ii) such party’s Credit Support Provider regarding the enforceability of the Guaranty in a form reasonably satisfactory to the other party hereto. Upon the execution and delivery of this the Form Master Agreement and such Confirmation YesNo Bear S▇▇▇▇▇▇ The Guaranty Upon the execution and delivery of the Form Master Agreement and such Confirmation No

Documents to be Delivered. For the purpose of Section 4(a): (1a) Tax forms, documents, documents or certificates to be delivered are: BSFP Party required to Form/Document/ Date by which to Covered by Section 3(d) deliver document Certificate be delivered Representation BNY and the Counterparty Any document required or Prompty after reasonable Yes reasonably requested to demand made in writing by allow the other party to other party make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredtax. (2b) Other documents to be delivered are: BSFP : BNY A certificate of an Upon the execution and Yes authorized officer of the delivery of this Agreement party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Counterparty (i) a copy of the executed Upon the execution and Yes Pooling Agreement, and (ii) delivery of this Agreement an incumbency certificate and such Confirmation verifying the true signatures and authority of the person or persons signing this letter agreement on behalf of the Counterparty BNY Any documents required by the Upon the execution and Yes receiving party to evidence delivery of this Agreement the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP BNY A copy of the most recent annual One Business Day after Yes publicly available regulatory related report of is finalized call report. if such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in report is not available at the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation YesFDIC website.

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: HomeBanc Mortgage Trust 2005-1 by, U.S. Bank National Association, not individually but solely as Administrator under the Administration Agreement, dated as of February 1, 2005, on behalf of HomeBanc Mortgage Trust 2005-1, Mortgage-Backed Notes February 23, 2005 Page 6 of 15 BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes HomeBanc Mortgage Trust 2005-1 by, U.S. Bank National Association, not individually but solely as Administrator under the Administration Agreement, dated as of February 1, 2005, on behalf of HomeBanc Mortgage Trust 2005-1, Mortgage-Backed Notes February 23, 2005 Page 7 of 16 Credit Support Document, as the case may be BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yes

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yes

Documents to be Delivered. For the purpose of Section 4(a):4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents as applicable: (1a) Tax formsForms, documents, documents or certificates to be delivered are: BSFP Party A and the Counterparty Party B Any document or certificate reasonably required or reasonably requested by a party in connection with its obligations to allow the other make a payment under this Agreement which would enable that party to make payments under this Agreement without the payment free from any deduction or withholding for or on the account of any Tax or with such as would reduce the rate at which deduction or withholding at a reduced rate Promptly after for or on account of Tax is applied to that payment as requested by Party A with respect to any payments received by Party B. As soon as reasonably practicable following the earlier of (ia) reasonable demand by either the relevant party or (ii) learning that such form document or document certificate is requiredrequired and (b) a request by other party. (2b) Other documents to be delivered are: BSFP Party A and Party B A legal opinion as to the Counterparty Any documents required by validity and enforceability of that party’s obligations under this Agreement in form and substance reasonably acceptable to the receiving other party. The Closing Date. Party A and Party B A list of the authorised signatories for a party and evidence satisfactory in form and substance to evidence the other party of the authority of the delivering authorised signatories of the party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such any Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer on behalf of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon . On the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to and if requested by the other party hereto. Upon party, on the execution of any Confirmation but only if the evidence of the authority, incumbency and delivery specimen signature of any person executing the Confirmation has changed from that previously delivered. Cross Currency Swap Class A2a Party B A certified copy of the Security Trust Deed, Master Trust Deed, Series Notice and Note Trust Deed (including Conditions of the Class A2a Notes). For the purposes of this and the following clause a copy of a document is taken to be certified if a director or an Authorised Signatory of Party B, or a person authorised to execute this Agreement or a Confirmation on behalf of Party B or a solicitor acting for Party B has certified it to be a true and complete copy of the document of which it purports to be a copy. The date of this Agreement and Party B (Without limiting any obligation Party B may have under the terms of the Security Trust Deed to notify Party A of amendments) a certified copy of any document that amends in any way the terms of the Security Trust Deed. Promptly after any such Confirmation Yesdocument is entered into. Other than the legal opinions referred to above, all documents delivered under this Part 3(b) are covered by the representation in Section 3(d) of this Agreement. Cross Currency Swap Class A2a

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, documents or certificates to be delivered are: BSFP IRS Form 4224 or Form 1001, as applicable, and the Counterparty Any any form, certificate or document required or reasonably requested in writing by either Party A or Party B to allow the other party to make payments under this Master Agreement without any deduction or withholding for for, or on the account of of, any Tax Taxes or with such deduction or withholding at a reduced rate Promptly after rate. Such forms, documents or certificates are to be furnished upon execution of this Master Agreement and thereafter as required by applicable law. Such forms, documents or certificates, if specified, shall be governed by the earlier representation contained in Section 3(d) of (i) reasonable demand by either party or (ii) learning that such form or document is requiredthis Master Agreement. 25 (2) Other documents to be delivered are: BSFP : (a) Party A shall deliver upon the execution of this Master Agreement a certificate of its secretary, assistant secretary or other duly authorized officer certifying the incumbent officers of each who are authorized to sign this Master Agreement and the Counterparty Any documents required such Confirmations and their specimen signatures. Such certificate shall be covered by the receiving party representation contained in Section 3(d) of this Master Agreement. Party B may conclusively rely upon such certificate until notified to evidence the contrary by Party A. (b) Party B shall deliver upon the execution of this Master Agreement a certificate of its secretary, assistant secretary or other duly authorized officer certifying (i) resolutions of its board of directors or other proof of authorizations with respect to its authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , Master Agreement and any Credit Support Documents to which it is a party, the Confirmations contemplated hereby and to evidence the authority of the delivering party or its Credit Support Provider to perform its respective obligations under hereunder and thereunder, (ii) the incumbent officers of each who are authorized to sign this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Master Agreement and such Confirmation Yes BSFP Confirmations and their specimen signatures, (iii) if requested, that attached thereto are true and complete copies of its charter documents. Such certificate shall be covered by the Counterparty representation contained in Section 3(d) of this Master Agreement. Party A may conclusively rely upon such certificate of an authorized officer of the party, as until notified to the incumbency contrary by Party B. (c) Each of Party A and authority of the respective officers of the party signing this AgreementParty B shall deliver, any relevant Credit Support Documentpromptly upon written request, or any Confirmation, such other documents as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and may reasonably request in connection with each Transaction. Such documents, if specified, shall be governed by the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability representation contained in Section 3(d) of this Master Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yes.

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP Party required to deliver document Form/Document/ Date by which to Certificate be delivered Bear Stearns and the Counterparty Any document required or Promptly after the earlier of (i) reasonable the Counterparty reasonably requested to allow demand by either party or (ii) learning that the other party to make such form or document is required payments under this the Form Master Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrate (2) Other documents to be delivered are: BSFP Party required to Form/Document/ Date by which to Covered by Section 3(d) Representation deliver document Certificate be delivered Bear Stearns and the Counterparty Any documents required by Upon the execution and Yes the Counterparty the receiving party to delivery of the Form evidence the authority of Master Agreement and such the delivering party or its Confirmation Credit Support Provider, if any, for it to execute and deliver this the Form Master Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this the Form Master Agreement, such Confirmation and/or Credit Support Document, as the case may be Bear Stearns and A certificate of an Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the delivery of the Form party, as to the incumbency Master Agreement and such and authority of the Confirmation respective officers of the party signing this the Form Master Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP Bear Stearns A copy of the its most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases Promptly after the request audited consolidated of by other Party financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yesstatements

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this thus Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this AgreementAgreement (or, if available, the current authorized signature book or equivalent authorizing documentation), any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes Yes BSFP A copy of and the most recent annual report of Counterparty Legal opinion(s) with respect to such party (only if available) and its Credit Support Provider, if any, containing reasonably satisfactory in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants form and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable substance to the other party heretorelating to the enforceability of the party's obligations under this Agreement. Upon the execution and delivery of this Agreement and such any Confirmation YesNo Counterparty An executed copy of the Pooling and Servicing Agreement. Within 30 days after the date of this Agreement. No

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP Bear ▇▇▇▇▇▇▇ and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this the Form Master Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is requiredrequired Reference Number: CXGP06AR12 GreenPoint Mortgage Funding Grantor Trust 2006–AR1 (2) Other documents to be delivered are: BSFP Bear ▇▇▇▇▇▇▇ and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Master Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this the Form Master Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this the Form Master Agreement and such Confirmation Yes BSFP Bear ▇▇▇▇▇▇▇ and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this the Form Master Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this the Form Master Agreement and such Confirmation Yes BSFP Yes Bear ▇▇▇▇▇▇▇ A copy of the its most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after the request of by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation YesParty Reference Number: CXGP06AR12 GreenPoint Mortgage Funding Grantor Trust 2006–AR1

Documents to be Delivered. (a) For the purpose of Section 4(a): (1) Tax forms4(a)(i), documents, or certificates to be delivered are: BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO BE DELIVERED SECTION 3(D) DELIVER DOCUMENT CERTIFICATE REPRESENTATION Party A and the Counterparty Any documents required Party B An executed United States (i) Upon execution of this Applicable Internal Revenue Service Agreement, (ii) promptly upon Form W-9 (or any successor reasonable demand by the receiving thereto). other party and (iii) promptly upon learning that any such form previously provided by such party has become obsolete or incorrect. (b) For the purposes of Section 4(a)(ii), the other documents to evidence the authority be delivered are as follows: PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO BE DELIVERED SECTION 3(D) DELIVER DOCUMENT CERTIFICATE REPRESENTATION: Party A and Party B Evidence of the delivering party Upon or its prior to the execution Applicable authority, incumbency and delivery of this Agreement and specimen signature and, with respect to any of each person executing Confirmation upon request by this Agreement or any the other party. Confirmation, Credit Support ProviderDocument or other document entered into in connection with this Agreement on its behalf or on behalf of a Credit Support Provider or otherwise, if any, for it as the case may be. Party A and Party B Certified copies of Upon request by the other Applicable documents evidencing party. each Party's capacity to execute and deliver this Agreement, any each Confirmation , and any Credit Support Documents to which it is a partyDocument (if applicable), and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, hereunder or thereunder as the case may be Upon reasonably requested by the execution and delivery other party. Party A Annual audited financial Promptly after request by Applicable statements of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Party B. Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and Provider prepared in accordance with generally accepted accounting principles in the United States or in the country in which its Credit Support Provider is organized. Party B Monthly reports to On or prior to each Monthly Applicable noteholders and Distribution Date. certificateholders as specified in the Indenture (and all other such party is organized notices required to be given to the Swap Counterparties under the Indenture). Party A and Party B A legal opinion in form On or prior to the Closing Not Applicable and substance Date. satisfactory to the other party. Party A An officer's certificate On or prior to the Closing Not Applicable affirming the Date. information under "Description of Swap Counterparty" provided to Party B for use in Party B's offering materials Party B A copy of the executed As soon as practical after the Party B Indenture and of each of Closing Date. the Receivables Transfer and Servicing Agreements. Party A and Party B Such other documents as Promptly after upon request by of the Not Applicable the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the may other party heretoparty. Upon the execution and delivery of this Agreement and such Confirmation Yesreasonably request.