Form of Confirmation

Form of Confirmation

(for use with CDS on MBS Terms published on November 10, 2006)

[Headed paper of Party A]

Date: []

To: [Name and Address or Facsimile Number of Party B]

From: [Party A]

RE: Credit Derivative Transaction on Mortgage-Backed Security with Pay-As-You-Go or Physical Settlement (Form I) (Dealer Form)[1]

Dear :

The purpose of this communication (the “Confirmation”) is to confirm the terms and conditions of the Credit Derivative Transaction relating to a mortgage-backed security reference obligation entered into between you [ ] (“Party B”) and us [ ] (“Party A”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

The definitions and provisions contained in the 2003 ISDA Credit Derivatives Definitions (the “Credit Derivatives Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) and the ISDA Standard Terms Supplement for use with Credit Derivatives Transaction on Mortgage-Backed Security with Pay-As-You-Go or Physical Settlement, as published by ISDA on November 10, 2006 (the "CDS on MBS Terms"), and, if (i) the Additional Provisions for Optional Early Termination have been published by ISDA at the Trade Date and (ii) Optional Early Termination is specified as being applicable, the Additional Provisions for Optional Early Termination most recently published by ISDA, are incorporated into this Confirmation. In the event of any inconsistency between the Credit Derivatives Definitions or the CDS on MBS Terms and this Confirmation, this Confirmation will govern. In the event of any inconsistency between the CDS on MBS Terms and the Credit Derivatives Definitions, the CDS on MBS Terms will govern.

[This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement, dated as of [date], as amended and supplemented from time to time (the “Agreement”), between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.][2]

The terms of the Transaction to which this Confirmation relates are as follows:

Trade Date: / []
Effective Date: / []
Floating Rate Payer: / [Party A] [Party B] (the “Seller”).
Fixed Rate Payer: / [Party A] [Party B] (the “Buyer”).
Calculation Agent: / []
Calculation Agent City: / []
Business Day: / []
Reference Entity: / [][3]
Reference Obligation: / The obligation identified as follows:
[Insurer: []]
CUSIP/ISIN: []
[Bloomberg ID: []]
Legal final maturity date: []
Original Principal Amount: [][4]
Initial Factor: [][5]
Issuer: The Reference Entity
Reference Policy: / []
Reference Price: / [100]%[6]
Initial Face Amount: / [][7]
Initial Payment: / [Not applicable]
[On [the Effective Date], [Buyer]/[Seller] will pay [USD][] to [Seller]/[Buyer].]
Fixed Rate: / []% per annum
Fixed Rate Payer Payment Dates: / [Not CMBS Convention]/[CMBS Convention]
Fixed Amount: / [Fixed Amount definition for underlying with no payment delay]/[Fixed Amount definition for underlying with payment delay][8]
Additional Credit Event: / [Distressed Ratings Downgrade] / [No Additional Credit Event]
Interest Shortfall Cap: / [Applicable][Not Applicable][9]
WAC Cap Interest Provision: / [Applicable][10][Not Applicable]
Step-up provisions: / [Applicable][Not Applicable]

If Interest Shortfall Cap is applicable, then specify:

Interest Shortfall Cap Basis: / [Fixed Cap][Variable Cap]
Interest Shortfall Compounding: / [Applicable][Not Applicable]
Rate Source: / [USD-LIBOR-BBA] [][11]
Optional Early Termination: / [Applicable] [Not Applicable]
Additional Terms: / [] [None]
Office, Notice and Account Details:
The Office of Buyer for this Transaction is: / []
The Office of Seller for this Transaction is: / []
Telephone, Telex and/or Facsimile Numbers and Contact Details for Notices:
Buyer: / []
Seller: / []
Account Details:
Account Details of Buyer: / []
Account Details of Seller: / []

Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Confirmation and returning it to us [by facsimile].

Yours sincerely,

[PARTY A]

By:

Name:

Title:

Confirmed as of the date first above written:

[PARTY B]

By:

Name:

Title:

ICM:2987436.12

5

[1]THE FOOTNOTES TO THIS CONFIRMATION ARE PROVIDED FOR CLARIFICATION ONLY AND DO NOT CONSTITUTE ADVICE AS TO THE STRUCTURING OR DOCUMENTATION OF A CREDIT DERIVATIVE TRANSACTION.

ISDA has not undertaken to review all applicable laws and regulations of any jurisdiction in which the Credit Derivatives Definitions or this form may be used. Therefore, parties are advised to consider the application of any relevant jurisdiction’s regulatory, tax, accounting, exchange or other requirements that may exist in connection with the entering into and documenting of a privately negotiated credit derivative transaction.

This form is designed for use primarily with a Reference Obligation that is a residential mortgage-backed security (“RMBS”) or commercial mortgagebacked security (“CMBS”). ISDA has published a separate template form for use with collateralized debt obligations and anticipates future publication of one or more template Confirmations for use with other types of assetbacked security (such as credit card receivablesbacked securitization notes). Before using this form for any other type of asset-backed security, parties should consider whether it is suitable for use with, or what appropriate modifications should be made for use with, such other type of assetbacked security, and whether any other form published by ISDA would be more suitable for use with such asset-backed security. Even when using with an RMBS or CMBS as the Reference Obligation, parties should consider what modifications may be appropriate to this form to reflect the specific terms of the specified Reference Obligation. Parties should also consider whether this form is appropriate where the Reference Obligation has the benefit of a monoline wrap.

[2] Include if applicable. If the parties have not yet executed, but intend to execute, an ISDA Master Agreement, include, instead of this paragraph, the following: “This Confirmation evidences a complete and binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. In addition, you and we agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of an ISDA Master Agreement, with such modifications as you and we will in good faith agree. Upon the execution by you and us of such an agreement, this Confirmation will supplement, form part of, and be subject to that agreement. All provisions contained in or incorporated by reference in that agreement upon its execution will govern this Confirmation except as expressly modified below. Until we execute and deliver that agreement, the Confirmation, together with all other documents referring to an ISDA Master Agreement (each a “Confirmation”) confirming transactions (each a “Transaction”) entered into between us (notwithstanding anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to, an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency – Cross Border) if any Confirmation dated prior to the date of this Confirmation refers to that ISDA Master Agreement and otherwise the 2002 ISDA Master Agreement as if we had executed an agreement in such form (but without any Schedule except for the election of [English law][the laws of the State of New York] as the governing law and [specify currency] as the Termination Currency) on the Trade Date of the first such Transaction between us. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for purposes of this Transaction.”

[3] Specify issuer of the Reference Obligation. If the issuer is unnamed, specify as appropriate, for example, as “the trust formed pursuant to the [Pooling and Servicing Agreement] dated as of [] in connection with the issuance of the [] Certificates, Series [].”

[4] Insert the principal amount of the Reference Obligation on the day it was issued.

[5] A ratio equal to the Outstanding Principal Amount as of the Effective Date divided by the Original Principal Amount.

[6] Parties may wish to note that the Reference Price in this form is used to adjust pro-rata any Physical Settlement Amount, Writedown Amount, Writedown Reimbursement Amount, Principal Shortfall Amount or Principal Shortfall Reimbursement Amount. This is different to its use in the Credit Derivatives Definitions, where the Reference Price is used as the basis for calculating the Cash Settlement Amount or Physical Settlement Amount, as applicable.

[7] The initial par amount of the Reference Obligation referenced for purposes of the Transaction, which amount could be equal to, greater than or less than the Original Principal Amount.

[8] Parties should make a selection that is appropriate in view of the interest basis of the Reference Obligation as set out in the Underlying Instruments. The former version may be preferred if the Reference Obligation does not have a payment delay, and the latter if it is a security with a payment delay.

[9] Specifying Interest Shortfall Cap to be "Not Applicable" means that there will be no cap on the payment of Interest Shortfall Payment Amounts and Interest Shortfall Reimbursement Payment Amounts; this will put the parties in a similar position in respect of interest as if they had entered into a total return swap in respect of the interest on the Reference Obligation. For the avoidance of doubt, however, there is still a cap on reimbursements in relation to Principal Shortfall Reimbursement Payment Amount and Writedown Reimbursement Payment Amount

[10] The WAC Cap Interest Provision should be specified as "Applicable" only where the Underlying Instrument provides for interest to be calculated (i) solely on the basis of a weighted average coupon generated by the underlying collateral and, if applicable, a spread or (ii) by reference to a fixed or floating rate but capped at the weighted average coupon of the underlying collateral and, if applicable a spread, where the Underlying Instrument does not in any circumstance provide for any interest shortfall arising as a result of such cap to be deferred, capitalized or otherwise compensated for at any future time.

[11] Specify an appropriate Floating Rate Option from the 2000 ISDA Definitions for the currency in which the Reference Obligation is denominated.