Unassociated Document


    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

    Depositor

    


     

     

    WELLS
      FARGO BANK, N.A

    Servicer

     

    


     

    WELLS
      FARGO BANK, N.A.

     Master
      Servicer and Trust Administrator

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION

     Trustee

    


     

    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of February 1, 2006

    


     

      MASTR
      Asset Backed Securities Trust 2006-NC1

    Mortgage
      Pass-Through Certificates

     

     Series
      2006-NC1

     

    



    
      
        
          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    


    TABLE
      OF
      CONTENTS

    


     

    ARTICLE
      I

    DEFINITIONS

     

    SECTION
      1.01.      Defined
      Terms. 

    SECTION
      1.02.      Allocation
      of Certain Interest Shortfalls. 

    SECTION
      1.03.      Rights
      of
      the NIMS Insurer. 

     

    ARTICLE
      II

    CONVEYANCE
      OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

     

    SECTION
      2.01.      Conveyance
      of the Mortgage Loans. 

    SECTION
      2.02.      Acceptance
      of REMIC I by Trustee. 

    SECTION
      2.03.      Repurchase
      or Substitution of Mortgage Loans by the Originator or the Seller. 

    SECTION
      2.04.      Reserved.
      

    SECTION
      2.05.      Representations,
      Warranties and Covenants of the Servicer and the Master Servicer. 

    SECTION
      2.06.      Conveyance
      of REMIC Regular Interests and Acceptance of REMIC I, REMIC II, REMIC III,
      REMIC IV, REMIC V and REMIC VI by the Trustee; Issuance of Certificates.


    SECTION
      2.07.      Issuance
      of Class R Certificates and Class R-X Certificates. 

     

    ARTICLE
      III

    ADMINISTRATION
      AND SERVICING OF THE MORTGAGE LOANS

     

    SECTION
      3.01.      Servicer
      to Act as Servicer. 

    SECTION
      3.02.      Sub-Servicing
      Agreements Between Servicer and Sub-Servicers. 

    SECTION
      3.03.      Successor
      Sub-Servicers. 

    SECTION
      3.04.      Liability
      of the Servicer. 

    SECTION
      3.05.      No
      Contractual Relationship Between Sub-Servicers and the Trustee, the Trust
      Administrator, the NIMS Insurer or Certificateholders. 

    SECTION
      3.06.      Assumption
      or Termination of Sub-Servicing Agreements by Master Servicer. 

    SECTION
      3.07.      Collection
      of Certain Mortgage Loan Payments. 

    SECTION
      3.08.      Sub-Servicing
      Accounts. 

    SECTION
      3.09.      Collection
      of Taxes, Assessments and Similar Items; Servicing Accounts. 

    SECTION
      3.10.      Collection
      Account. 

    SECTION
      3.11.      Withdrawals
      from the Collection Account. 

    SECTION
      3.12.      Investment
      of Funds in the Collection Account. 

    SECTION
      3.13.      [Reserved].
      

    SECTION
      3.14.      Maintenance
      of Hazard Insurance and Errors and Omissions and Fidelity Coverage.


    SECTION
      3.15.      Enforcement
      of Due-On-Sale Clauses; Assumption Agreements. 

    SECTION
      3.16.      Realization
      Upon Defaulted Mortgage Loans. 

    SECTION
      3.17.      Trustee
      to Cooperate; Release of Mortgage Files. 

    SECTION
      3.18.      Servicing
      Compensation. 

    SECTION
      3.19.      Reports;
      Collection Account Statements. 

    SECTION
      3.20.      Statement
      as to Compliance. 

    SECTION
      3.21.      Assessments
      of Compliance and Attestation Reports. 

    SECTION
      3.22.      Access
      to
      Certain Documentation. 

    SECTION
      3.23.      Title,
      Management and Disposition of REO Property. 

    SECTION
      3.24.      Obligations
      of the Servicer in Respect of Prepayment Interest Shortfalls. 

    SECTION
      3.25.      Obligations
      of the Servicer in Respect of Monthly Payments. 

    SECTION
      3.26.      Advance
      Facility

    SECTION
      3.27.      Late
      Remittance. 

     

    ARTICLE
      IV

    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    SECTION
      4.01.      Distributions.
      

    SECTION
      4.02.      Statements
      to Certificateholders. 

    SECTION
      4.03.      Remittance
      Reports; Advances. 

    SECTION
      4.04.      Allocation
      of Realized Losses. 

    SECTION
      4.05.      Compliance
      with Withholding Requirements. 

    SECTION
      4.06.      Exchange
      Commission Filings; Additional Information. 

    SECTION
      4.07.      Net
      WAC
      Rate Carryover Reserve Account. 

    SECTION
      4.08.      Swap
      Account. 

    SECTION
      4.09.      Tax
      Treatment of Swap Payments and Swap Termination Payments. 

     

    ARTICLE
      V

    THE
      CERTIFICATES

     

    SECTION
      5.01.      The
      Certificates. 

    SECTION
      5.02.      Registration
      of Transfer and Exchange of Certificates. 

    SECTION
      5.03.      Mutilated,
      Destroyed, Lost or Stolen Certificates. 

    SECTION
      5.04.      Persons
      Deemed Owners. 

    SECTION
      5.05.      Certain
      Available Information. 

     

    ARTICLE
      VI

    THE
      DEPOSITOR AND THE MASTER SERVICER

     

    SECTION
      6.01.      Liability
      of the Depositor, the Servicer and the Master Servicer. 

    SECTION
      6.02.      Merger
      or
      Consolidation of the Depositor or the Master Servicer. 

    SECTION
      6.03.      Limitation
      on Liability of the Depositor, the Servicer, the Master Servicer and Others.
      

    SECTION
      6.04.      Limitation
      on Resignation of the Servicer; Assignment of Master Servicing. 

    SECTION
      6.05.      Successor
      Master Servicer. 

    SECTION
      6.06.      Rights
      of
      the Depositor in Respect of the Servicer. 

    SECTION
      6.07.      Duties
      of
      the Credit Risk Manager. 

    SECTION
      6.08.      Limitation
      Upon Liability of the Credit Risk Manager. 

    SECTION
      6.09.      Removal
      of the Credit Risk Manager. 

     

    ARTICLE
      VII

    DEFAULT

     

    SECTION
      7.01.      Servicer
      Events of Default and Master Servicer Events of Termination. 

    SECTION
      7.02.      Master
      Servicer or Trustee to Act; Appointment of Successor Servicer. 

    SECTION
      7.03.      Trustee
      to Act; Appointment of Successor Master Servicer. 

    SECTION
      7.04.      Notification
      to Certificateholders. 

    SECTION
      7.05.      Waiver
      of
      Servicer Events of Default and Master Servicer Events of Termination.


    SECTION
      7.06.      Survivability
      of Servicer and Master Servicer Liabilities. 

     

    ARTICLE
      VIII

    CONCERNING
      THE TRUSTEE AND THE TRUST ADMINISTRATOR

     

    SECTION
      8.01.      Duties
      of
      Trustee and Trust Administrator. 

    SECTION
      8.02.      Certain
      Matters Affecting the Trustee and the Trust Administrator

    SECTION
      8.03.      Neither
      Trustee nor Trust Administrator Liable for Certificates or Mortgage Loans.
      

    SECTION
      8.04.      Trustee
      and Trust Administrator May Own Certificates. 

    SECTION
      8.05.      Trust
      Administrator’s and Trustee’s Fees and Expenses. 

    SECTION
      8.06.      Eligibility
      Requirements for Trustee and Trust Administrator. 

    SECTION
      8.07.      Resignation
      and Removal of the Trustee or Trust Administrator. 

    SECTION
      8.08.      Successor
      Trustee or Trust Administrator. 

    SECTION
      8.09.      Merger
      or
      Consolidation of Trustee or Trust Administrator. 

    SECTION
      8.10.      Appointment
      of Co-Trustee or Separate Trustee. 

    SECTION
      8.11.      Appointment
      of Office or Agency; Appointment of Custodian. 

    SECTION
      8.12.      Representations
      and Warranties. 

     

    ARTICLE
      IX

    TERMINATION

     

    SECTION
      9.01.      Termination
      Upon Repurchase or Liquidation of All Mortgage Loans. 

    SECTION
      9.02.      Additional
      Termination Requirements. 

     

    ARTICLE
      X

    REMIC
      PROVISIONS

     

    SECTION
      10.01.    REMIC
      Administration. 

    SECTION
      10.02.    Prohibited
      Transactions and Activities. 

    SECTION
      10.03.    Servicer,
      Master Servicer and Trustee Indemnification. 

     

    ARTICLE
      XI

    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      11.01.    Amendment.
      

    SECTION
      11.02.    Recordation
      of Agreement; Counterparts. 

    SECTION
      11.03.    Limitation
      on Rights of Certificateholders. 

    SECTION
      11.04.    Governing
      Law. 

    SECTION
      11.05.    Notices.
      

    SECTION
      11.06.    Severability
      of Provisions. 

    SECTION
      11.07.    Notice
      to
      Rating Agencies and the NIMS Insurer. 

    SECTION
      11.08.    Article
      and Section References. 

    SECTION
      11.09.    Grant
      of
      Security Interest. 

    SECTION
      11.10.    Third
      Party Rights. 

    SECTION
      11.11.    Intention
      of the Parties and Interpretation. 

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBITS


    
      
        	Exhibit
                A-1	Form
                of Class A-1
                Certificate
	Exhibit
                A-2	Form
                of Class A-2
                Certificate
	Exhibit
                A-3	Form
                of Class A-3
                Certificate
	
                Exhibit
                  A-4

              	
                Form
                  of Class A-4 Certificate

              
	
                Exhibit
                  A-5

              	
                Form
                  of Class M-1 Certificate

              
	
                Exhibit
                  A-6

              	
                Form
                  of Class M-2 Certificate

              
	
                Exhibit
                  A-7

              	
                Form
                  of Class M-3 Certificate

              
	
                Exhibit
                  A-8

              	
                Form
                  of Class M-4 Certificate

              
	
                Exhibit
                  A-9

              	
                Form
                  of Class M-5 Certificate

              
	
                Exhibit
                  A-10

              	
                Form
                  of Class M-6 Certificate

              
	
                Exhibit
                  A-11

              	
                Form
                  of Class M-7 Certificate

              
	
                Exhibit
                  A-12

              	
                Form
                  of Class M-8 Certificate

              
	
                Exhibit
                  A-13

              	
                Form
                  of Class M-9 Certificate

              
	
                Exhibit
                  A-14

              	
                Form
                  of Class M-10 Certificate

              
	
                Exhibit
                  A-15

              	
                Form
                  of Class M-11 Certificate

              
	
                Exhibit
                  A-16

              	
                Form
                  of Class CE Certificate

              
	
                Exhibit
                  A-17

              	
                Form
                  of Class P Certificate

              
	
                Exhibit
                  A-18

              	
                Form
                  of Class R Certificate

              
	
                Exhibit
                  A-19

              	
                Form
                  of Class R-X Certificate

              
	
                Exhibit
                  B

              	
                [Reserved]

              
	
                Exhibit
                  C-1

              	
                Form
                  of Trustee’s Initial Certification

              
	
                Exhibit
                  C-2

              	
                Form
                  of Trustee’s Final Certification

              
	
                Exhibit
                  D

              	
                Form
                  of Mortgage Loan Purchase Agreement

              
	
                Exhibit
                  E

              	
                Request
                  for Release

              
	
                Exhibit
                  F-1

              	
                Form
                  of Transferor Representation Letter and Form of Transferee Representation
                  Letter in Connection with Transfer of the Private Certificates
                  Pursuant to
                  Rule 144A Under the 1933 Act

              
	
                Exhibit
                  F-2

              	
                Form
                  of Transfer Affidavit and Agreement and Form of Transferor Affidavit
                  in
                  Connection with Transfer of Residual Certificates

              
	
                Exhibit
                  G

              	
                Form
                  of Certification with respect to ERISA and the Code

              
	
                Exhibit
                  H

              	
                Form
                  of Report Pursuant to Section 4.06

              
	
                Exhibit
                  I

              	
                Form
                  of Lost Note Affidavit

              
	
                Exhibit
                  J-1

              	
                Form
                  of Certification to Be Provided by the Master Servicer with Form
                  10-K

              
	
                Exhibit
                  J-2

              	
                Form
                  of Certification to Be Provided to the Master Servicer by the Servicer
                  

              
	
                Exhibit
                  K

              	
                [Reserved].

              
	
                Exhibit
                  L

              	
                Annual
                  Statement of Compliance pursuant to Section 3.20 

              
	
                Exhibit
                  M

              	
                Form
                  of Interest Rate Swap Agreement

              
	
                Exhibit
                  N

              	
                Form
                  of Swap Administration Agreement

              
	
                Exhibit
                  O

              	
                Servicing
                  Criteria to Be Addressed in Assessment of Compliance

              
	
                Exhibit
                  P

              	
                Form
                  10-D, Form 8-K and Form 10-K Reporting Responsibility

              
	
                Exhibit
                  Q

              	
                Additional
                  Disclosure Notification

              
	
                Exhibit
                  R-1

              	
                Form
                  of Delinquency Report 

              
	
                Exhibit
                  R-2

              	
                Form
                  of Monthly Remittance Advice 

              
	
                Exhibit
                  R-3

              	
                Form
                  of Realized Loss Report 

              
	
                Schedule
                  1

              	
                Mortgage
                  Loan Schedule

              
	
                Schedule
                  2

              	
                Prepayment
                  Charge Schedule

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Pooling and Servicing Agreement, is dated and effective as of February 1, 2006
      among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. as Depositor, WELLS
      FARGO
      BANK, N.A. as Servicer, WELLS FARGO BANK, N.A. as Master Servicer and Trust
      Administrator and U.S. BANK NATIONAL ASSOCIATION as Trustee.

     

    PRELIMINARY
      STATEMENT:

     

    The
      Depositor intends to sell pass-through certificates to be issued hereunder
      in
      multiple classes, which in the aggregate will evidence the entire beneficial
      ownership interest in each REMIC (as defined herein) created hereunder. The
      Trust Fund will consist of a segregated pool of assets comprised of the Mortgage
      Loans and certain other related assets subject to this Agreement.

     

    REMIC
      I

     

    As
      provided herein, the Trustee will elect to treat the segregated pool of assets
      consisting of the Mortgage Loans and certain other related assets (other than
      the Net WAC Rate Carryover Reserve Account, the Swap Account, the Supplemental
      Interest Trust, the Interest Rate Swap Agreement and any Servicer Prepayment
      Charge Payment Amounts) subject to this Agreement as a REMIC for federal income
      tax purposes, and such segregated pool of assets will be designated as “REMIC
      I.” The Class R-I Interest will be the sole class of “residual interests” in
      REMIC I for purposes of the REMIC Provisions (as defined herein). The following
      table irrevocably sets forth the designation, the REMIC I Remittance Rate,
      the
      initial Uncertificated Balance and, for purposes of satisfying Treasury
      Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
      each of the REMIC I Regular Interests (as defined herein). None of the REMIC
      I
      Regular Interests will be certificated. 

     

    
      	
              Designation

            	 	
              REMIC
                I

              Remittance
                Rate

            	 	
              Initial

              Uncertificated
                Balance

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            	 
	
              I

            	 	
              Variable(2)

            	 	
              $

            	
                         
                620.16

            	 	
              January
                25, 2036

            	 
	
              I-1-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                6,157,000.00

            	 	
              January
                25, 2036

            	 
	
              I-1-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                6,157,000.00

            	 	
              January
                25, 2036

            	 
	
              I-2-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                7,646,500.00

            	 	
              January
                25, 2036

            	 
	
              I-2-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                7,646,500.00

            	 	
              January
                25, 2036

            	 
	
              I-3-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                9,132,000.00

            	 	
              January
                25, 2036

            	 
	
              I-3-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                9,132,000.00

            	 	
              January
                25, 2036

            	 
	
              I-4-A

            	 	
              Variable(2)

            	 	
              $

            	
              10,589,000.00

            	 	
              January
                25, 2036

            	 
	
              I-4-B

            	 	
              Variable(2)

            	 	
              $

            	
              10,589,000.00

            	 	
              January
                25, 2036

            	 
	
              I-5-A

            	 	
              Variable(2)

            	 	
              $

            	
              12,013,500.00

            	 	
              January
                25, 2036

            	 
	
              I-5-B

            	 	
              Variable(2)

            	 	
              $

            	
              12,013,500.00

            	 	
              January
                25, 2036

            	 
	
              I-6-A

            	 	
              Variable(2)

            	 	
              $

            	
              13,380,000.00

            	 	
              January
                25, 2036

            	 
	
              I-6-B

            	 	
              Variable(2)

            	 	
              $

            	
              13,380,000.00

            	 	
              January
                25, 2036

            	 
	
              I-7-A

            	 	
              Variable(2)

            	 	
              $

            	
              14,684,500.00

            	 	
              January
                25, 2036

            	 
	
              I-7-B

            	 	
              Variable(2)

            	 	
              $

            	
              14,684,500.00

            	 	
              January
                25, 2036

            	 
	
              I-8-A

            	 	
              Variable(2)

            	 	
              $

            	
              15,900,500.00

            	 	
              January
                25, 2036

            	 
	
              I-8-B

            	 	
              Variable(2)

            	 	
              $

            	
              15,900,500.00

            	 	
              January
                25, 2036

            	 
	
              I-9-A

            	 	
              Variable(2)

            	 	
              $

            	
              17,020,500.00

            	 	
              January
                25, 2036

            	 
	
              I-9-B

            	 	
              Variable(2)

            	 	
              $

            	
              17,020,500.00

            	 	
              January
                25, 2036

            	 
	
              I-10-A

            	 	
              Variable(2)

            	 	
              $

            	
              16,224,000.00

            	 	
              January
                25, 2036

            	 
	
              I-10-B

            	 	
              Variable(2)

            	 	
              $

            	
              16,224,000.00

            	 	
              January
                25, 2036

            	 
	
              I-11-A

            	 	
              Variable(2)

            	 	
              $

            	
              15,464,500.00

            	 	
              January
                25, 2036

            	 
	
              I-11-B

            	 	
              Variable(2)

            	 	
              $

            	
              15,464,500.00

            	 	
              January
                25, 2036

            	 
	
              I-12-A

            	 	
              Variable(2)

            	 	
              $

            	
              14,741,000.00

            	 	
              January
                25, 2036

            	 
	
              I-12-B

            	 	
              Variable(2)

            	 	
              $

            	
              14,741,000.00

            	 	
              January
                25, 2036

            	 
	
              I-13-A

            	 	
              Variable(2)

            	 	
              $

            	
              14,052,000.00

            	 	
              January
                25, 2036

            	 
	
              I-13-B

            	 	
              Variable(2)

            	 	
              $

            	
              14,052,000.00

            	 	
              January
                25, 2036

            	 
	
              I-14-A

            	 	
              Variable(2)

            	 	
              $

            	
              13,395,500.00

            	 	
              January
                25, 2036

            	 
	
              I-14-B

            	 	
              Variable(2)

            	 	
              $

            	
              13,395,500.00

            	 	
              January
                25, 2036

            	 
	
              I-15-A

            	 	
              Variable(2)

            	 	
              $

            	
              12,770,000.00

            	 	
              January
                25, 2036

            	 
	
              I-15-B

            	 	
              Variable(2)

            	 	
              $

            	
              12,770,000.00

            	 	
              January
                25, 2036

            	 
	
              I-16-A

            	 	
              Variable(2)

            	 	
              $

            	
              12,173,500.00

            	 	
              January
                25, 2036

            	 
	
              I-16-B

            	 	
              Variable(2)

            	 	
              $

            	
              12,173,500.00

            	 	
              January
                25, 2036

            	 
	
              I-17-A

            	 	
              Variable(2)

            	 	
              $

            	
              11,606,000.00

            	 	
              January
                25, 2036

            	 
	
              I-17-B

            	 	
              Variable(2)

            	 	
              $

            	
              11,606,000.00

            	 	
              January
                25, 2036

            	 
	
              I-18-A

            	 	
              Variable(2)

            	 	
              $

            	
              11,065,000.00

            	 	
              January
                25, 2036

            	 
	
              I-18-B

            	 	
              Variable(2)

            	 	
              $

            	
              11,065,000.00

            	 	
              January
                25, 2036

            	 
	
              I-19-A

            	 	
              Variable(2)

            	 	
              $

            	
              10,557,000.00

            	 	
              January
                25, 2036

            	 
	
              I-19-B

            	 	
              Variable(2)

            	 	
              $

            	
              10,557,000.00

            	 	
              January
                25, 2036

            	 
	
              I-20-A

            	 	
              Variable(2)

            	 	
              $

            	
              20,200,500.00

            	 	
              January
                25, 2036

            	 
	
              I-20-B

            	 	
              Variable(2)

            	 	
              $

            	
              20,200,500.00

            	 	
              January
                25, 2036

            	 
	
              I-21-A

            	 	
              Variable(2)

            	 	
              $

            	
              18,123,000.00

            	 	
              January
                25, 2036

            	 
	
              I-21-B

            	 	
              Variable(2)

            	 	
              $

            	
              18,123,000.00

            	 	
              January
                25, 2036

            	 
	
              I-22-A

            	 	
              Variable(2)

            	 	
              $

            	
              16,254,500.00

            	 	
              January
                25, 2036

            	 
	
              I-22-B

            	 	
              Variable(2)

            	 	
              $

            	
              16,254,500.00

            	 	
              January
                25, 2036

            	 
	
              I-23-A

            	 	
              Variable(2)

            	 	
              $

            	
              14,601,000.00

            	 	
              January
                25, 2036

            	 
	
              I-23-B

            	 	
              Variable(2)

            	 	
              $

            	
              14,601,000.00

            	 	
              January
                25, 2036

            	 
	
              I-24-A

            	 	
              Variable(2)

            	 	
              $

            	
              13,120,500.00

            	 	
              January
                25, 2036

            	 
	
              I-24-B

            	 	
              Variable(2)

            	 	
              $

            	
              13,120,500.00

            	 	
              January
                25, 2036

            	 
	
              I-25-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                7,209,500.00

            	 	
              January
                25, 2036

            	 
	
              I-25-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                7,209,500.00

            	 	
              January
                25, 2036

            	 
	
              I-26-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                6,811,000.00

            	 	
              January
                25, 2036

            	 
	
              I-26-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                6,811,000.00

            	 	
              January
                25, 2036

            	 
	
              I-27-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                6,436,000.00

            	 	
              January
                25, 2036

            	 
	
              I-27-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                6,436,000.00

            	 	
              January
                25, 2036

            	 
	
              I-28-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                6,075,500.00

            	 	
              January
                25, 2036

            	 
	
              I-28-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                6,075,500.00

            	 	
              January
                25, 2036

            	 
	
              I-29-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                5,742,000.00

            	 	
              January
                25, 2036

            	 
	
              I-29-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                5,742,000.00

            	 	
              January
                25, 2036

            	 
	
              I-30-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                5,428,500.00

            	 	
              January
                25, 2036

            	 
	
              I-30-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                5,428,500.00

            	 	
              January
                25, 2036

            	 
	
              I-31-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                5,132,000.00

            	 	
              January
                25, 2036

            	 
	
              I-31-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                5,132,000.00

            	 	
              January
                25, 2036

            	 
	
              I-32-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                4,852,500.00

            	 	
              January
                25, 2036

            	 
	
              I-32-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                4,852,500.00

            	 	
              January
                25, 2036

            	 
	
              I-33-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                4,589,000.00

            	 	
              January
                25, 2036

            	 
	
              I-33-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                4,589,000.00

            	 	
              January
                25, 2036

            	 
	
              I-34-A

            	 	
              Variable(2)

            	 	
              $

            	
              46,404,000.00

            	 	
              January
                25, 2036

            	 
	
              I-34-B

            	 	
              Variable(2)

            	 	
              $

            	
              46,404,000.00

            	 	
              January
                25, 2036

            	 
	
              I-35-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                1,560,000.00

            	 	
              January
                25, 2036

            	 
	
              I-35-B

            	 	
              Variable(2)

            	 	
              $
                

            	
               
                1,560,000.00

            	 	
              January
                25, 2036

            	 
	
              I-36-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                1,492,500.00

            	 	
              January
                25, 2036

            	 
	
              I-36-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                1,492,500.00

            	 	
              January
                25, 2036

            	 
	
              I-37-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                1,427,500.00

            	 	
              January
                25, 2036

            	 
	
              I-37-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                1,427,500.00

            	 	
              January
                25, 2036

            	 
	
              I-38-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                1,366,500.00

            	 	
              January
                25, 2036

            	 
	
              I-38-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                1,366,500.00

            	 	
              January
                25, 2036

            	 
	
              I-39-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                1,307,500.00

            	 	
              January
                25, 2036

            	 
	
              I-39-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                1,307,500.00

            	 	
              January
                25, 2036

            	 
	
              I-40-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                1,251,000.00

            	 	
              January
                25, 2036

            	 
	
              I-40-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                1,251,000.00

            	 	
              January
                25, 2036

            	 
	
              I-41-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                1,197,500.00

            	 	
              January
                25, 2036

            	 
	
              I-41-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                1,197,500.00

            	 	
              January
                25, 2036

            	 
	
              I-42-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                1,146,500.00

            	 	
              January
                25, 2036

            	 
	
              I-42-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                1,146,500.00

            	 	
              January
                25, 2036

            	 
	
              I-43-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                1,098,000.00

            	 	
              January
                25, 2036

            	 
	
              I-43-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                1,098,000.00

            	 	
              January
                25, 2036

            	 
	
              I-44-A

            	 	
              Variable(2)

            	 	
              $

            	
               
                1,051,500.00

            	 	
              January
                25, 2036

            	 
	
              I-44-B

            	 	
              Variable(2)

            	 	
              $

            	
               
                1,051,500.00

            	 	
              January
                25, 2036

            	 
	
              I-45-A

            	 	
              Variable(2)

            	 	
              $

            	
              25,134,000.00

            	 	
              January
                25, 2036

            	 
	
              I-45-B

            	 	
              Variable(2)

            	 	
              $

            	
              25,134,000.00

            	 	
              January
                25, 2036

            	 
	
              I-LTP

            	 	
              Variable(2)

            	 	
              $

            	
                         
                100.00

            	 	
              January
                25, 2036

            	 


    

    ________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                second Distribution Date immediately following the maturity date
                for the
                Mortgage Loan with the latest maturity date has been designated as
                the
                “latest possible maturity date” for each REMIC I Regular
                Interest.

            
	
              (2)

            	
              Calculated
                in accordance with the definition of “REMIC I Remittance Rate”
                herein.

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      II

     

    As
      provided herein, the Trustee will elect to treat the segregated pool of assets
      consisting of the REMIC I Regular Interests as a REMIC for federal income tax
      purposes, and such segregated pool of assets will be designated as “REMIC II.”
The Class R-II Interest will evidence the sole class of “residual interests” in
      REMIC II for purposes of the REMIC Provisions under federal income tax law.
      The
      following table irrevocably sets forth the designation, the REMIC II Remittance
      Rate, the initial Uncertificated Balance and, for purposes of satisfying
      Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
      date” for each of the REMIC II Regular Interests (as defined herein). None of
      the REMIC II Regular Interests will be certificated. 

     

    
      	
              Designation

            	
              REMIC
                II

              Remittance
                Rate

            	
              Initial

              Uncertificated
                Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              II-LTAA

            	
              Variable(2)

            	
              $ 896,865,247.76

            	
              January
                25, 2036

            
	
              II-LTA1

            	
              Variable(2)

            	
              $     
                 3,855,000.00

            	
              January
                25, 2036

            
	
              II-LTA2

            	
              Variable(2)

            	
              $    
                  1,195,000.00

            	
              January
                25, 2036

            
	
              II-LTA3

            	
              Variable(2)

            	
              $     
                 1,622,500.00

            	
              January
                25, 2036

            
	
              II-LTA4

            	
              Variable(2)

            	
              $     
                   557,330.00

            	
              January
                25, 2036

            
	
              II-LTM1

            	
              Variable(2)

            	
              $    
                        320,300.00

            	
              January
                25, 2036

            
	
              II-LTM2

            	
              Variable(2)

            	
              $    
                        292,850.00

            	
              January
                25, 2036

            
	
              II-LTM3

            	
              Variable(2)

            	
              $     
                       169,300.00

            	
              January
                25, 2036

            
	
              II-LTM4

            	
              Variable(2)

            	
              $          
                  160,150.00

            	
              January
                25, 2036

            
	
              II-LTM5

            	
              Variable(2)

            	
              $          
                  141,850.00

            	
              January
                25, 2036

            
	
              II-LTM6

            	
              Variable(2)

            	
              $            
                137,270.00

            	
              January
                25, 2036

            
	
              II-LTM7

            	
              Variable(2)

            	
              $            
                128,120.00

            	
              January
                25, 2036

            
	
              II-LTM8

            	
              Variable(2)

            	
              $            
                118,970.00

            	
              January
                25, 2036

            
	
              II-LTM9

            	
              Variable(2)

            	
              $      
                     
                77,780.00

            	
              January
                25, 2036

            
	
              II-LTM10

            	
              Variable(2)

            	
              $                
                68,630.00

            	
              January
                25, 2036

            
	
              II-LTM11

            	
              Variable(2)

            	
              $                 45,750.00

            	
              January
                25, 2036

            
	
              II-LTZZ

            	
              Variable(2)

            	
              $         9,412,572.40

            	
              January
                25, 2036

            
	
              II-LTP

            	
              Variable(2)

            	
              $     
                           100.00

            	
              January
                25, 2036

            
	
              II-LTIO

            	
              Variable(2)

            	
              N/A(3)

            	
              January
                25, 2036

            


    

    ________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations,
                the
                second Distribution Date immediately following the maturity date
                for the
                Mortgage Loan with the latest maturity date has been designated as
                the
                “latest possible maturity date” for each REMIC II Regular
                Interest.

            


    

    
      	
              (2)

            	
              Calculated
                in accordance with the definition of “REMIC II Remittance Rate”
                herein.

            


    

    
      	
              (3)

            	
              REMIC
                II Regular Interest II-LTIO will not have an Uncertificated Balance,
                but
                will accrue interest on its Uncertificated Notional Amount.

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      III

     

    As
      provided herein, the Trustee will elect to treat the segregated pool of assets
      consisting of the REMIC II Regular Interests as a REMIC for federal income
      tax
      purposes, and such segregated pool of assets will be designated as “REMIC III.”
The Class R-III Interest will evidence the sole class of “residual interests” in
      REMIC III for purposes of the REMIC Provisions under federal income tax law.
      The
      following table irrevocably sets forth the designation, the Pass-Through Rate,
      the initial aggregate Certificate Principal Balance and, for purposes of
      satisfying Treasury regulation section 1.860G-1(a)(4)(iii), the “latest possible
      maturity date” for the indicated Classes of Certificates.

     

    Each
      Certificate, other than the Class P Certificate, the Class CE Certificate,
      the
      Class R Certificates and the Class R-X Certificates, represents ownership of
      a
      Regular Interest in REMIC III and also represents (i) the right to receive
      payments with respect to the Net WAC Rate Carryover Amount (as defined herein)
      and (ii) the obligation to pay Class IO Distribution Amounts (as defined
      herein). The entitlement to principal of the Regular Interest which corresponds
      to each Certificate shall be equal in amount and timing to the entitlement
      to
      principal of such Certificate. 

     

    
      	
              Designation

            	
              Pass-Through
                Rate

            	
              Initial
                Aggregate

              Certificate
                Principal Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              Class
                A-1

            	
              Variable(2)

            	
              $ 385,500,000.00

            	
              January
                25, 2036

            
	
              Class
                A-2

            	
              Variable(2)

            	
              $ 119,500,000.00

            	
              January
                25, 2036

            
	
              Class
                A-3

            	
              Variable(2)

            	
              $ 162,250,000.00

            	
              January
                25, 2036

            
	
              Class
                A-4

            	
              Variable(2)

            	
              $ 
                 55,733,000.00

            	
              January
                25, 2036

            
	
              Class
                M-1

            	
              Variable(2)

            	
              $  
                32,030,000.00

            	
              January
                25, 2036

            
	
              Class
                M-2

            	
              Variable(2)

            	
              $  
                29,285,000.00

            	
              January
                25, 2036

            
	
              Class
                M-3

            	
              Variable(2)

            	
              $  
                16,930,000.00

            	
              January
                25, 2036

            
	
              Class
                M-4

            	
              Variable(2)

            	
              $  
                16,015,000.00

            	
              January
                25, 2036

            
	
              Class
                M-5

            	
              Variable(2)

            	
              $  
                14,185,000.00

            	
              January
                25, 2036

            
	
              Class
                M-6

            	
              Variable(2)

            	
              $  
                13,727,000.00

            	
              January
                25, 2036

            
	
              Class
                M-7

            	
              Variable(2)

            	
              $  
                12,812,000.00

            	
              January
                25, 2036

            
	
              Class
                M-8

            	
              Variable(2)

            	
              $  
                11,897,000.00

            	
              January
                25, 2036

            
	
              Class
                M-9

            	
              Variable(2)

            	
              $    
                7,778,000.00

            	
              January
                25, 2036

            
	
              Class
                M-10

            	
              Variable(2)

            	
              $    
                6,863,000.00

            	
              January
                25, 2036

            
	
              Class
                M-11

            	
              Variable(2)

            	
              $    
                4,575,000.00

            	
              January
                25, 2036

            
	
              Class
                CE Interest

            	
              Variable(3)

            	
              $    26,088,620.16

            	
              January
                25, 2036

            
	
              Class
                P Interest

            	
              N/A(4)

            	
              $               100.00

            	
              January
                25, 2036

            
	
              Class
                Swap-IO Interest

            	
              N/A(5)

            	
              N/A

            	
              January
                25, 2036

            


    

    _______________

    (1) For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the second
      Distribution Date immediately following the maturity date for the Mortgage
      Loan
      with the latest maturity date has been designated as the “latest possible
      maturity date” for each REMIC III Regular Interest.

    (2) Calculated
      in accordance with the definition of “Pass-Through Rate” herein.

    (3) The
      Class
      CE Interest will accrue interest at its variable Pass-Through Rate on the
      Notional Amount of the Class CE Interest outstanding from time to time, which
      shall equal the Uncertificated Balance of the REMIC II Regular Interests (other
      than REMIC II Regular Interest II-LTP). The Class CE Interest will not accrue
      interest on its Uncertificated Balance.

    (4) The
      Class
      P Interest will not accrue interest.

    (5) The
      Class
      Swap-IO Interest will not have a Pass-Through Rate or a Certificate Principal
      Balance, but will be entitled to 100% of the amounts distributed on REMIC II
      Regular Interest II-LTIO.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      IV

     

    As
      provided herein, the Trustee shall make an election to treat the segregated
      pool
      of assets consisting of the Class CE Interest as a REMIC for federal income
      tax
      purposes, and such segregated pool of assets will be designated as “REMIC IV.”
The Class R-IV Interest represents the sole class of “residual interests” in
      REMIC IV for purposes of the REMIC Provisions.

     

    The
      following table irrevocably sets forth the Class designation, Pass-Through
      Rate
      and Original Class Certificate Principal Balance for the indicated Class of
      Certificates that represents a “regular interest” in REMIC IV created
      hereunder:

     

    
      	
              Class
                Designation

            	
              Pass-Through
                Rate

            	
              Initial
                Aggregate

              Certificate
                Principal Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              Class
                CE Certificates

            	
              Variable(2)

            	
              $26,088,620.16

            	
              January
                25, 2036

            


    

    _______________

    (1) For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the second
      Distribution Date immediately following the maturity date for the Mortgage
      Loans
      with the latest maturity date has been designated as the “latest possible
      maturity date” for the Class CE Certificates.

    (2) The
      Class
      CE Certificates will receive 100% of amounts received in respect of the Class
      CE
      Interest.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      V

     

    As
      provided herein, the Trustee shall make an election to treat the segregated
      pool
      of assets consisting of the Class P Interest as a REMIC for federal income
      tax
      purposes, and such segregated pool of assets will be designated as “REMIC V.”
The Class R-V Interest represents the sole class of “residual interests” in
      REMIC V for purposes of the REMIC Provisions.

     

    The
      following table irrevocably sets forth the Class designation, Pass-Through
      Rate
      and Original Class Certificate Principal Balance for the indicated Class of
      Certificates that represents a “regular interest” in REMIC V created
      hereunder:

     

    
      	
              Class
                Designation

            	
              Pass-Through
                Rate

            	
              Initial
                Aggregate

              Certificate
                Principal Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              Class
                P Certificates

            	
              Variable(2)

            	
              $100.00

            	
              January
                25, 2036

            


    

    _______________

    (1) For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the second
      Distribution Date immediately following the maturity date for the Mortgage
      Loans
      with the latest maturity date has been designated as the “latest possible
      maturity date” for the Class P Certificates.

    (2) The
      Class
      P Certificates will receive 100% of amounts received in respect of the Class
      P
      Interest.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      VI

     

    As
      provided herein, the Trustee shall make an election to treat the segregated
      pool
      of assets consisting of the Class SWAP-IO Interest as a REMIC for federal income
      tax purposes, and such segregated pool of assets shall be designated as “REMIC
      VI.” The Class R-VI Interest represents the sole class of “residual interests”
in REMIC VI for purposes of the REMIC Provisions. The following table
      irrevocably sets forth the designation, the Pass-Through Rate, the initial
      aggregate Certificate Principal Balance and, for purposes of satisfying Treasury
      regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
      the indicated REMIC VI Regular Interest SWAP-IO, which will be
      uncertificated. 

     

    
      	
              Designation

            	 	
              Pass-Through
                Rate

            	 	
              Initial
                Aggregate

              Certificate
                Principal Balance

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            	 
	
              SWAP-IO

            	 	
              Variable(2)

            	 	
              N/A

            	 	
              January
                25, 2036

            	 


    

    ________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                second Distribution Date immediately following the maturity date
                for the
                Mortgage Loan with the latest maturity date has been designated as
                the
                “latest possible maturity date” for REMIC VI Regular Interest
                SWAP-IO.

            
	
              (2)

            	
              REMIC
                VI Regular Interest SWAP-IO shall receive 100% of amounts received
                in
                respect of the Class SWAP-IO
                Interest.

            


    

    


    As
      of the
      Cut-off Date, the Mortgage Loans had an aggregate Stated Principal Balance
      equal
      to $915,168,720.16.

     

    In
      consideration of the mutual agreements herein contained, the Depositor, the
      Servicer, the Master Servicer, the Trust Administrator and the Trustee agree
      as
      follows:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      I

     

    DEFINITIONS

     

    
      	SECTION
              1.01.  	
              Defined
                Terms.

            


    

     

    Whenever
      used in this Agreement, including, without limitation, in the Preliminary
      Statement hereto, the following words and phrases, unless the context otherwise
      requires, shall have the meanings specified in this Article. Unless otherwise
      specified, all calculations described herein shall be made on the basis of
      a
      360-day year consisting of twelve 30-day months.

     

    “Accepted
      Master Servicing Practices”: With respect to any Mortgage Loan, as applicable,
      either (x) those customary mortgage loan master servicing practices of prudent
      mortgage servicing institutions that master service mortgage loans of the same
      type and quality as such Mortgage Loan in the jurisdiction where the related
      Mortgaged Property is located, to the extent applicable to the Master Servicer
      (except in its capacity as successor to the Servicer), or (y) as provided in
      Section 3A.01 hereof, but in no event below the standard set forth in
      clause (x).

     

    “Accrual
      Period”: With respect to the Class A Certificates and the Mezzanine Certificates
      and each Distribution Date, the period commencing on the preceding Distribution
      Date (or in the case of the first such Accrual Period, commencing on the Closing
      Date) and ending on the day preceding the current Distribution Date. With
      respect to the Class CE Certificates and the REMIC Regular Interests and each
      Distribution Date, the calendar month prior to the month of such Distribution
      Date.

     

    “Additional
      Form 10-D Disclosure”: The meaning set forth in Section 4.06(a)(i).

     

    “Additional
      Form 10-K Disclosure”: The meaning set forth in Section
      4.06(a)(iv).

     

    “Adjustable-Rate
      Mortgage Loan”: Each of the Mortgage Loans identified in the Mortgage Loan
      Schedule as having a Mortgage Rate that is subject to adjustment.

     

    “Adjusted
      Net Maximum Mortgage Rate”: With respect to any Mortgage Loan (or the related
      REO Property), as of any date of determination, a per annum rate of interest
      equal to the applicable Maximum Mortgage Rate for such Mortgage Loan (or the
      Mortgage Rate in the case of any Fixed-Rate Mortgage Loan) as of the first
      day
      of the month preceding the month in which the related Distribution Date occurs
      minus
      the
      sum of (i) the Servicing Fee Rate and (ii) the Credit Risk Manager Fee
      Rate. 

     

    “Adjusted
      Net Mortgage Rate”: With respect to any Mortgage Loan (or the related REO
      Property), as of any date of determination, a per annum rate of interest equal
      to the applicable Mortgage Rate for such Mortgage Loan as of the first day
      of
      the month preceding the month in which the related Distribution Date occurs
      minus
      the
      sum of (i) the Servicing Fee Rate and (ii) the Credit Risk Manager Fee
      Rate. 

     

    “Adjustment
      Date”: With respect to each Adjustable-Rate Mortgage Loan, the first day of the
      month in which the Mortgage Rate of such Mortgage Loan changes pursuant to
      the
      related Mortgage Note. The first Adjustment Date following the Cut-off Date
      as
      to each Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan
      Schedule.

     

    “Advance”:
      With respect to any Distribution Date, as to any Mortgage Loan or REO Property,
      any advance made by the Servicer in respect of Monthly Payments due during
      the
      related Due Period pursuant to Section 4.03 or by the Master Servicer (in its
      capacity as successor Servicer) or any other successor Servicer pursuant to
      Section 4.03.

     

    “Advance
      Facility”: As defined in Section 3.29 hereof.

     

    “Advancing
      Person”: As defined in Section 3.29 hereof.

     

    “Affiliate”:
      With respect to any specified Person, any other Person controlling or controlled
      by or under common control with such specified Person. For the purposes of
      this
      definition, “control” when used with respect to any specified Person means the
      power to direct the management and policies of such Person, directly or
      indirectly, whether through the ownership of voting securities, by contract
      or
      otherwise, and the terms “controlling” and “controlled” have meanings
      correlative to the foregoing.

     

    “Aggregate
      Loss Severity Percentage”: With respect to any Distribution Date, the percentage
      equivalent of a fraction, the numerator of which is the aggregate amount of
      Realized Losses incurred on any Mortgage Loans from the Cut-off Date to the
      last
      day of the preceding calendar month and the denominator of which is the
      aggregate Stated Principal Balance of such Mortgage Loans immediately prior
      to
      the liquidation of such Mortgage Loans.

     

    “Agreement”:
      This Pooling and Servicing Agreement and all amendments hereof and supplements
      hereto.

     

    “Allocated
      Realized Loss Amount”: With respect to any Distribution Date and any Class of
      Mezzanine Certificates, (i) the sum of (a) any Realized Losses allocated to
      such
      Class of Certificates on such Distribution Date and (b) the amount of any
      Allocated Realized Loss Amount for such Class of Certificates remaining
      undistributed from the previous Distribution Date reduced by (ii) the amount
      of
      any Subsequent Recoveries added to the Certificate Principal Balance of such
      Class of Certificates.

     

    “Assessment
      of Compliance”: As defined in Section 3.21.

     

    “Assignment”:
      An assignment of Mortgage, notice of transfer or equivalent instrument, in
      recordable form (excepting therefrom, if applicable, the mortgage recordation
      information which has not been required pursuant to Section 2.01 hereof or
      returned by the applicable recorder’s office), which is sufficient under the
      laws of the jurisdiction wherein the related Mortgaged Property is located
      to
      reflect of record the sale of the Mortgage, which assignment, notice of transfer
      or equivalent instrument may be in the form of one or more blanket assignments
      covering Mortgages secured by Mortgaged Properties located in the same county,
      if permitted by law.

     

    “Attestation
      Report”: As defined in Section 3.21.

     

    “Available
      Funds”: With respect to any Distribution Date, an amount equal to the excess of
      (I) the sum of (a) the aggregate of the related Monthly Payments received on
      the
      Mortgage Loans by the Servicer on or prior to the related Determination Date,
      (b) Net Liquidation Proceeds, Insurance Proceeds, Principal Prepayments,
      Subsequent Recoveries, proceeds from repurchases of and substitutions for such
      Mortgage Loans and other unscheduled recoveries of principal and interest in
      respect of the Mortgage Loans received by the Servicer during the related
      Prepayment Period, (c) the aggregate of any amounts received by the Servicer
      in
      respect of a related REO Property and withdrawn from any REO Account and
      remitted to the Master Servicer for such Distribution Date, (d) the aggregate
      of
      any amounts on deposit in the Distribution Account representing Compensating
      Interest paid by the Servicer or the Master Servicer in respect of related
      Prepayment Interest Shortfalls for such Distribution Date, (e) the aggregate
      of
      any Advances made by the Servicer for such Distribution Date in respect of
      the
      Mortgage Loans and (f) the aggregate of any related Advances made by the Master
      Servicer (or other successor Servicer) in respect of the Mortgage Loans for
      such
      Distribution Date pursuant to Section 4.03 over (II) the sum of (a) amounts
      reimbursable or payable to the Servicer pursuant to Section 3.11(a) or to the
      Master Servicer pursuant to Section 3A.21, (b) Extraordinary Trust Fund
      Expenses reimbursable to the Trustee, the Servicer, the Master Servicer or
      the
      Trust Administrator pursuant to Section 3A.12, (c) amounts in respect of
      the items set forth in clauses (I)(a) through (I)(f) above deposited in the
      Collection Account or the Distribution Account, as the case may be, in error,
      (d) the amount of any Prepayment Charges collected by the Servicer in connection
      with the full or partial prepayment of any of the Mortgage Loans and any
      Servicer Prepayment Charge Payment Amount, (e) any indemnification and
      reimbursement amounts owed to the Trust Administrator, the Trustee or the
      Custodian payable from the Distribution Account pursuant to Section 8.05,
      (f) the Credit Risk Manager Fee, (g) without duplication, any amounts in respect
      of the items set forth in clauses (I)(a) and (I)(b) permitted hereunder to
      be
      retained by the Master Servicer or to be withdrawn by the Master Servicer from
      the Distribution Account pursuant to Section 3A.12, (h) Servicing Fees
      retained by the Servicer pursuant to Section 3.11 and (i) any Net Swap Payment
      or Swap Termination Payment owed to the Swap Provider (other than any Swap
      Termination Payment owed to the Swap Provider resulting from a Swap Provider
      Trigger Event). Notwithstanding any of the foregoing, with respect to any items
      that are part of the Available Funds as defined above and that are required
      to
      be remitted by the Servicer to the Master Servicer, the Available Funds shall
      not be deemed to include any portion of such items that are not actually
      remitted by the Servicer to the Master Servicer. 

     

    “Back-Up
      Certification”: The meaning set forth in Section 4.06(a)(iv).

     

    “Balloon
      Mortgage Loan”: A Mortgage Loan that provides for the payment of the unamortized
      principal balance of such Mortgage Loan in a single payment at the maturity
      of
      such Mortgage Loan that is substantially greater than the preceding monthly
      payment.

     

    “Balloon
      Payment”: A payment of the unamortized principal balance of a Mortgage Loan in a
      single payment at the maturity of such Mortgage Loan that is substantially
      greater than the preceding Monthly Payment.

     

    “Bankruptcy
      Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
      as amended.

     

    “Basic
      Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (i) the Principal Remittance Amount for such Distribution Date over
      (ii) the Overcollateralization Release Amount, if any, for such Distribution
      Date.

     

    “Book-Entry
      Certificate”: The Class A Certificates and the Mezzanine Certificates for so
      long as the Certificates of such Class shall be registered in the name of the
      Depository or its nominee.

     

    “Book-Entry
      Custodian”: The custodian appointed pursuant to Section 5.01.

     

    “Business
      Day”: Any day other than a Saturday, a Sunday or a day on which banking or
      savings and loan institutions in the State of New Jersey, the State of
      California, the State of New York, the State of Florida, or in the cities in
      which the Corporate Trust Office of the Trustee or the Corporate Trust Office
      of
      the Trust Administrator is located, are authorized or obligated by law or
      executive order to be closed.

     

    “Certification
      Parties”: The meaning set forth in Section 4.06(a)(iv).

     

    “Certificate”:
      Any one of the Mortgage Pass-Through Certificates, Series 2006-NC1, Class A-1,
      Class A-2, Class A-3, Class A-4, Class M-1, Class M-2, Class M-3, Class M-4,
      Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11,
      Class CE, Class P, Class R or Class R-X, issued under this
      Agreement.

     

    “Certificate
      Factor”: With respect to any Class of Regular Certificates as of any
      Distribution Date, a fraction, expressed as a decimal carried to at least six
      places, the numerator of which is the aggregate Certificate Principal Balance
      (or the Notional Amount, in the case of the Class CE Certificates) of such
      Class
      of Certificates on such Distribution Date (after giving effect to any
      distributions of principal and allocations of Realized Losses in reduction
      of
      the Certificate Principal Balance (or the Notional Amount, in the case of the
      Class CE Certificates) of such Class of Certificates to be made on such
      Distribution Date), and the denominator of which is the initial aggregate
      Certificate Principal Balance (or the Notional Amount, in the case of the Class
      CE Certificates) of such Class of Certificates as of the Closing
      Date.

     

    “Certificate
      Margin”: With respect to each Class A Certificate and Mezzanine Certificate and,
      for purposes of the Marker Rate, the specified REMIC II Regular Interest, as
      follows:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Class

            	
              REMIC
                II Regular Interest

            	
              Certificate
                Margin

            
	
              (1)
                (%)

            	
              (2)
                (%)

            
	
              A-1

            	
              II-LTA1

            	
              0.080

            	
              0.160

            
	
              A-2

            	
              II-LTA2

            	
              0.140

            	
              0.280

            
	
              A-3

            	
              II-LTA3

            	
              0.190

            	
              0.380

            
	
              A-4

            	
              II-LTA4

            	
              0.300

            	
              0.600

            
	
              M-1

            	
              II-LTM1

            	
              0.380

            	
              0.570

            
	
              M-2

            	
              II-LTM2

            	
              0.410

            	
              0.615

            
	
              M-3

            	
              II-LTM3

            	
              0.430

            	
              0.645

            
	
              M-4

            	
              II-LTM4

            	
              0.560

            	
              0.840

            
	
              M-5

            	
              II-LTM5

            	
              0.590

            	
              0.885

            
	
              M-6

            	
              II-LTM6

            	
              0.690

            	
              1.035

            
	
              M-7

            	
              II-LTM7

            	
              1.230

            	
              1.845

            
	
              M-8

            	
              II-LTM8

            	
              1.400

            	
              2.100

            
	
              M-9

            	
              II-LTM9

            	
              2.500

            	
              3.750

            
	
              M-10

            	
              II-LTM10

            	
              2.500

            	
              3.750

            
	
              M-11

            	
              II-LTM11

            	
              2.500

            	
              3.750

            


    

    __________

    
      	
              (1)

            	
              For
                the Interest Accrual Period for each Distribution Date on or prior
                to the
                Optional Termination Date.

            
	
              (2)

            	
              For
                the Interest Accrual Period for each Distribution Date after the
                Optional
                Termination Date.

            


    

    


    “Certificateholder”
      or “Holder”: The Person in whose name a Certificate is registered in the
      Certificate Register, except that a Disqualified Organization or a Non-United
      States Person shall not be a Holder of a Residual Certificate for any purposes
      hereof and, solely for the purposes of giving any consent pursuant to this
      Agreement, any Certificate registered in the name of the Depositor, the Servicer
      or the Master Servicer or any Affiliate thereof shall be deemed not to be
      outstanding and the Voting Rights to which it is entitled shall not be taken
      into account in determining whether the requisite percentage of Voting Rights
      necessary to effect any such consent has been obtained, except as otherwise
      provided in Section 11.01. The Trust Administrator, the Trustee and the
      NIMS Insurer may conclusively rely upon a certificate of the Depositor, the
      Servicer or the Master Servicer in determining whether a Certificate is held
      by
      an Affiliate thereof. All references herein to “Holders” or “Certificateholders”
shall reflect the rights of Certificate Owners as they may indirectly exercise
      such rights through the Depository and participating members thereof, except
      as
      otherwise specified herein; provided, however, that the Trust Administrator,
      the
      Trustee and the NIMS Insurer shall be required to recognize as a “Holder” or
“Certificateholder” only the Person in whose name a Certificate is registered in
      the Certificate Register.

     

    “Certificate
      Owner”: With respect to a Book-Entry Certificate, the Person who is the
      beneficial owner of such Certificate as reflected on the books of the Depository
      or on the books of a Depository Participant or on the books of an indirect
      participating brokerage firm for which a Depository Participant acts as
      agent.

     

    “Certificate
      Principal Balance”: With respect to each Class A Certificate, Mezzanine
      Certificate or Class P Certificate as of any date of determination, the
      Certificate Principal Balance of such Certificate on the Distribution Date
      immediately prior to such date of determination plus any Subsequent Recoveries
      added to the Certificate Principal Balance of such Certificate pursuant to
      Section 4.01, minus all distributions allocable to principal made thereon
      and Realized Losses allocated thereto on such immediately prior Distribution
      Date (or, in the case of any date of determination up to and including the
      first
      Distribution Date, the initial Certificate Principal Balance of such
      Certificate, as stated on the face thereof). With respect to each Class CE
      Certificate as of any date of determination, an amount equal to the Percentage
      Interest evidenced by such Certificate times the excess, if any, of (A) the
      then
      aggregate Uncertificated Balance of the REMIC II Regular Interests over (B)
      the
      then aggregate Certificate Principal Balance of the Class A Certificates, the
      Mezzanine Certificates and the Class P Certificates then
      outstanding.

     

    “Certificate
      Register”: The register maintained pursuant to Section 5.02.

     

    “Certifying
      Person”: The meaning set forth in Section 4.06(a)(iv).

     

    “Class”:
      Collectively, all of the Certificates bearing the same class
      designation.

     

    “Class
      A
      Certificates”: Any of the Class A-1 Certificates, Class A-2 Certificates, Class
      A-3 Certificates or Class A-4 Certificates. 

     

    “Class
      A-1 Certificate”: Any one of the Class A-1 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-1 and evidencing (i) a Regular Interest in REMIC III, (ii)
      the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
      to pay the Class IO Distribution Amount.

     

    “Class
      A-2 Certificate”: Any one of the Class A-2 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-2 and evidencing (i) a Regular Interest in REMIC III, (ii)
      the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
      to pay the Class IO Distribution Amount.

     

    “Class
      A-3 Certificate”: Any one of the Class A-3 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-3 and evidencing (i) a Regular Interest in REMIC III, (ii)
      the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
      to pay the Class IO Distribution Amount.

     

    “Class
      A-4 Certificate”: Any one of the Class A-4 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-4 and evidencing (i) a Regular Interest in REMIC III, (ii)
      the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
      to pay the Class IO Distribution Amount.

     

    “Class
      CE
      Certificate”: Any one of the Class CE Certificates executed, authenticated and
      delivered by the Trust Administrator, substantially in the form annexed hereto
      as Exhibit A-16 and evidencing (i) a Regular Interest in REMIC IV, (ii) the
      obligation to pay Net WAC Rate Carryover Amounts and Swap Termination Payments
      and (iii) the right to receive the Class IO Distribution Amount.

     

    “Class
      CE
      Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
      behalf of the Holders of the Class CE Certificates, evidencing a Regular
      Interest in REMIC III for purposes of the REMIC Provisions.

     

    “Class
      IO
      Distribution Amount”: As defined in Section 4.08 hereof. For purposes of
      clarity, the Class IO Distribution Amount for any Distribution Date shall equal
      the amount payable to the Trust Administrator on such Distribution Date in
      excess of the amount payable on the Class SWAP-IO Interest on such Distribution
      Date, all as further provided in Section 4.08 hereof.

     

    “Class
      M-1 Certificate”: Any one of the Class M-1 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-5 and evidencing (i) a Regular Interest in REMIC III, (ii)
      the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
      to pay the Class IO Distribution Amount.

     

    “Class
      M-1 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the distribution of the Senior
      Principal Distribution Amount on such Distribution Date) and (ii) the
      Certificate Principal Balance of the Class M-1 Certificates immediately prior
      to
      such Distribution Date over (y) the lesser of (A) the product of (i) 65.00%
      and
      (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
      last
      day of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the excess of the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) over $4,575,843.60.

     

    “Class
      M-2 Certificate”: Any one of the Class M-2 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-6 and evidencing (i) a Regular Interest in REMIC III, (ii)
      the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
      to pay the Class IO Distribution Amount.

     

    “Class
      M-2 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the distribution of the Senior
      Principal Distribution Amount on such Distribution Date), (ii) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      distribution of the Class M-1 Principal Distribution Amount on such Distribution
      Date) and (iii) the Certificate Principal Balance of the Class M-2 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 71.40% and (ii) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the excess of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) over
      $4,575,843.60.

     

    “Class
      M-3 Certificate”: Any one of the Class M-3 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-7 and evidencing (i) a Regular Interest in REMIC III, (ii)
      the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
      to pay the Class IO Distribution Amount.

     

    “Class
      M-3 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the distribution of the Senior
      Principal Distribution Amount on such Distribution Date), (ii) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      distribution of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the distribution of the Class M-2 Principal
      Distribution Amount on such Distribution Date) and (iv) the Certificate
      Principal Balance of the Class M-3 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 75.10% and
      (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the excess of the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) over $4,575,843.60.

     

    “Class
      M-4 Certificate”: Any one of the Class M-4 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-8 and evidencing (i) a Regular Interest in REMIC III, (ii)
      the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
      to pay the Class IO Distribution Amount.

     

    “Class
      M-4 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the distribution of the Senior
      Principal Distribution Amount on such Distribution Date), (ii) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      distribution of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the distribution of the Class M-2 Principal
      Distribution Amount on such Distribution Date), (iv) the Certificate Principal
      Balance of the Class M-3 Certificates (after taking into account the
      distribution of the Class M-3 Principal Distribution Amount on such Distribution
      Date) and (v) the Certificate Principal Balance of the Class M-4 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 78.60% and (ii) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the excess of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) over
      $4,575,843.60.

     

    “Class
      M-5 Certificate”: Any one of the Class M-5 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-9 and evidencing (i) a Regular Interest in REMIC III, (ii)
      the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
      to pay the Class IO Distribution Amount.

     

    “Class
      M-5 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the distribution of the Senior
      Principal Distribution Amount on such Distribution Date), (ii) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      distribution of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the distribution of the Class M-2 Principal
      Distribution Amount on such Distribution Date), (iv) the Certificate Principal
      Balance of the Class M-3 Certificates (after taking into account the
      distribution of the Class M-3 Principal Distribution Amount on such Distribution
      Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
      (after taking into account the distribution of the Class M-4 Principal
      Distribution Amount on such Distribution Date) and (vi) the Certificate
      Principal Balance of the Class M-5 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 81.70% and
      (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the excess of the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) over $4,575,843.60.

     

    “Class
      M-6 Certificate”: Any one of the Class M-6 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-10 and evidencing (i) a Regular Interest in REMIC III,
      (ii)
      the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
      to pay the Class IO Distribution Amount.

     

    “Class
      M-6 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the distribution of the Senior
      Principal Distribution Amount on such Distribution Date), (ii) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      distribution of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the distribution of the Class M-2 Principal
      Distribution Amount on such Distribution Date), (iv) the Certificate Principal
      Balance of the Class M-3 Certificates (after taking into account the
      distribution of the Class M-3 Principal Distribution Amount on such Distribution
      Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
      (after taking into account the distribution of the Class M-4 Principal
      Distribution Amount on such Distribution Date), (vi) the Certificate Principal
      Balance of the Class M-5 Certificates (after taking into account the
      distribution of the Class M-5 Principal Distribution Amount on such Distribution
      Date) and (vii) the Certificate Principal Balance of the Class M-6 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 84.70% and (ii) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the excess of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) over
      $4,575,843.60.

     

    “Class
      M-7 Certificate”: Any one of the Class M-7 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-11 and evidencing (i) a Regular Interest in REMIC III,
      (ii)
      the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
      to pay the Class IO Distribution Amount.

     

    “Class
      M-7 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the distribution of the Senior
      Principal Distribution Amount on such Distribution Date), (ii) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      distribution of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the distribution of the Class M-2 Principal
      Distribution Amount on such Distribution Date), (iv) the Certificate Principal
      Balance of the Class M-3 Certificates (after taking into account the
      distribution of the Class M-3 Principal Distribution Amount on such Distribution
      Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
      (after taking into account the distribution of the Class M-4 Principal
      Distribution Amount on such Distribution Date), (vi) the Certificate Principal
      Balance of the Class M-5 Certificates (after taking into account the
      distribution of the Class M-5 Principal Distribution Amount on such Distribution
      Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
      (after taking into account the distribution of the Class M-6 Principal
      Distribution Amount on such Distribution Date) and (viii) the Certificate
      Principal Balance of the Class M-7 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 87.50% and
      (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the excess of the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) over $4,575,843.60.

     

    “Class
      M-8 Certificate”: Any one of the Class M-8 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-12 and evidencing (i) a Regular Interest in REMIC III,
      (ii)
      the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
      to pay the Class IO Distribution Amount.

     

    “Class
      M-8 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the distribution of the Senior
      Principal Distribution Amount on such Distribution Date), (ii) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      distribution of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the distribution of the Class M-2 Principal
      Distribution Amount on such Distribution Date), (iv) the Certificate Principal
      Balance of the Class M-3 Certificates (after taking into account the
      distribution of the Class M-3 Principal Distribution Amount on such Distribution
      Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
      (after taking into account the distribution of the Class M-4 Principal
      Distribution Amount on such Distribution Date), (vi) the Certificate Principal
      Balance of the Class M-5 Certificates (after taking into account the
      distribution of the Class M-5 Principal Distribution Amount on such Distribution
      Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
      (after taking into account the distribution of the Class M-6 Principal
      Distribution Amount on such Distribution Date), (viii) the Certificate Principal
      Balance of the Class M-7 Certificates (after taking into account the
      distribution of the Class M-7 Principal Distribution Amount on such Distribution
      Date) and (ix) the Certificate Principal Balance of the Class M-8 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 90.10% and (ii) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the excess of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) over
      $4,575,843.60.

     

    “Class
      M-9 Certificate”: Any one of the Class M-9 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-13 and evidencing (i) a Regular Interest in REMIC III,
      (ii)
      the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
      to pay the Class IO Distribution Amount.

     

    “Class
      M-9 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the distribution of the Senior
      Principal Distribution Amount on such Distribution Date), (ii) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      distribution of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the distribution of the Class M-2 Principal
      Distribution Amount on such Distribution Date), (iv) the Certificate Principal
      Balance of the Class M-3 Certificates (after taking into account the
      distribution of the Class M-3 Principal Distribution Amount on such Distribution
      Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
      (after taking into account the distribution of the Class M-4 Principal
      Distribution Amount on such Distribution Date), (vi) the Certificate Principal
      Balance of the Class M-5 Certificates (after taking into account the
      distribution of the Class M-5 Principal Distribution Amount on such Distribution
      Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
      (after taking into account the distribution of the Class M-6 Principal
      Distribution Amount on such Distribution Date), (viii) the Certificate Principal
      Balance of the Class M-7 Certificates (after taking into account the
      distribution of the Class M-7 Principal Distribution Amount on such Distribution
      Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates
      (after taking into account the distribution of the Class M-8 Principal
      Distribution Amount on such Distribution Date) and (x) the Certificate Principal
      Balance of the Class M-9 Certificates immediately prior to such Distribution
      Date over (y) the lesser of (A) the product of (i) 91.80% and (ii) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess of the aggregate Stated Principal Balance of the Mortgage Loans
      as of
      the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) over $4,575,843.60.

     

    “Class
      M-10 Certificate”: Any one of the Class M-10 Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-14 and evidencing (i) a Regular Interest in
      REMIC III, (ii) the right to receive the Net WAC Rate Carryover Amount and
      (iii)
      the obligation to pay the Class IO Distribution Amount.

     

    “Class
      M-10 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the distribution of the Senior
      Principal Distribution Amount on such Distribution Date), (ii) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      distribution of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the distribution of the Class M-2 Principal
      Distribution Amount on such Distribution Date), (iv) the Certificate Principal
      Balance of the Class M-3 Certificates (after taking into account the
      distribution of the Class M-3 Principal Distribution Amount on such Distribution
      Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
      (after taking into account the distribution of the Class M-4 Principal
      Distribution Amount on such Distribution Date), (vi) the Certificate Principal
      Balance of the Class M-5 Certificates (after taking into account the
      distribution of the Class M-5 Principal Distribution Amount on such Distribution
      Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
      (after taking into account the distribution of the Class M-6 Principal
      Distribution Amount on such Distribution Date), (viii) the Certificate Principal
      Balance of the Class M-7 Certificates (after taking into account the
      distribution of the Class M-7 Principal Distribution Amount on such Distribution
      Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates
      (after taking into account the distribution of the Class M-8 Principal
      Distribution Amount on such Distribution Date), (x) the Certificate Principal
      Balance of the Class M-9 Certificates (after taking into account the
      distribution of the Class M-9 Principal Distribution Amount on such Distribution
      Date) and (xi) the Certificate Principal Balance of the Class M-10 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 93.30% and (ii) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the excess of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) over
      $4,575,843.60.

     

    “Class
      M-11 Certificate”: Any one of the Class M-11 Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-15 and evidencing (i) a Regular Interest in
      REMIC III, (ii) the right to receive the Net WAC Rate Carryover Amount and
      (iii)
      the obligation to pay the Class IO Distribution Amount.

     

    “Class
      M-11 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the distribution of the Senior
      Principal Distribution Amount on such Distribution Date), (ii) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      distribution of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the distribution of the Class M-2 Principal
      Distribution Amount on such Distribution Date), (iv) the Certificate Principal
      Balance of the Class M-3 Certificates (after taking into account the
      distribution of the Class M-3 Principal Distribution Amount on such Distribution
      Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
      (after taking into account the distribution of the Class M-4 Principal
      Distribution Amount on such Distribution Date), (vi) the Certificate Principal
      Balance of the Class M-5 Certificates (after taking into account the
      distribution of the Class M-5 Principal Distribution Amount on such Distribution
      Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
      (after taking into account the distribution of the Class M-6 Principal
      Distribution Amount on such Distribution Date), (viii) the Certificate Principal
      Balance of the Class M-7 Certificates (after taking into account the
      distribution of the Class M-7 Principal Distribution Amount on such Distribution
      Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates
      (after taking into account the distribution of the Class M-8 Principal
      Distribution Amount on such Distribution Date), (x) the Certificate Principal
      Balance of the Class M-9 Certificates (after taking into account the
      distribution of the Class M-9 Principal Distribution Amount on such Distribution
      Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates
      (after taking into account the distribution of the Class M-10 Principal
      Distribution Amount on such Distribution Date) and (xii) the Certificate
      Principal Balance of the Class M-11 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 94.30% and
      (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the excess of the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) over $4,575,843.60.

     

    “Class
      P
      Certificate”: Any one of the Class P Certificates executed, authenticated and
      delivered by the Trust Administrator, substantially in the form annexed hereto
      as Exhibit A-17 and evidencing a Regular Interest in REMIC V for purposes of
      the
      REMIC Provisions. 

     

    “Class
      P
      Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
      behalf of the Holders of the Class P Certificates, evidencing a Regular Interest
      in REMIC III for purposes of the REMIC Provisions.

     

    “Class
      R
      Certificate”: Any one of the Class R Certificates executed, authenticated and
      delivered by the Trust Administrator, substantially in the form annexed hereto
      as Exhibit A-18 and evidencing the ownership of the Class R-I Interest, the
      Class R-II Interest and the Class R-III Interest.

     

    “Class
      R-X Certificate”: The Class R-X Certificate executed, authenticated and
      delivered by the Trust Administrator, substantially in the form annexed hereto
      as Exhibit A-19 and evidencing the ownership of the Class R-IV Interest, the
      Class R-V Interest and the Class R-VI Interest.

     

    “Class
      R-I Interest”: The uncertificated Residual Interest in REMIC I.

     

    “Class
      R-II Interest”: The uncertificated Residual Interest in REMIC II.

     

    “Class
      R-III Interest”: The uncertificated Residual Interest in REMIC III.

     

    “Class
      R-IV Interest”: The uncertificated Residual Interest in REMIC IV.

     

    “Class
      R-V Interest”: The uncertificated Residual Interest in REMIC V.

     

    “Class
      R-VI Interest”: The uncertificated Residual Interest in REMIC VI.

     

    “Class
      SWAP-IO Interest”: An uncertificated interest in the Trust Fund evidencing a
      Regular Interest in REMIC III.

     

    “Closing
      Date”: February 24, 2006. 

     

    “Code”:
      The Internal Revenue Code of 1986, as amended.

     

    “Collection
      Account”: The account or accounts created and maintained, or caused to be
      created and maintained, by the Servicer pursuant to Section 3.10(a), which
      shall
      be entitled “Wells Fargo Bank, N.A., as Servicer for U.S. Bank National
      Association, as Trustee, in trust for the registered holders of MASTR Asset
      Backed Securities Trust 2006-NC1, Mortgage Pass-Through Certificates.” The
      Collection Account must be an Eligible Account 

     

    “Commission”:
      The U.S. Securities and Exchange Commission.

     

    “Compensating
      Interest”: With respect to the Servicer and any Principal Prepayment, the amount
      in respect of Prepayment Interest Shortfalls required to be paid by the Servicer
      pursuant to Section 3.24 from its own funds without right of reimbursement.
      With
      respect to the Master Servicer, the amount in respect of Prepayment Interest
      Shortfalls required to be paid by the Master Servicer pursuant to
      Section 3A.10 from its own funds without right of reimbursement except as
      provided in Section 3A.10.

     

    “Corporate
      Trust Office”: The principal corporate trust office of the Trustee or the Trust
      Administrator, as the case may be, at which at any particular time its corporate
      trust business in connection with this Agreement shall be administered, which
      office at the date of the execution of this instrument is located at (i) with
      respect to the Trustee, U.S. Bank National Association, 60 Livingston Avenue,
      EP-MN-WS3D,
      St.
      Paul, Minnesota 55107, Attention: Structured Finance/MASTR 2006-NC1, or at
      such
      other address as the Trustee may designate from time to time by notice to the
      Certificateholders, the Depositor, the Servicer, the Master Servicer, NC
      Capital, the Originator, and the Trust Administrator, or (ii) with respect
      to
      the Trust Administrator, (A) for Certificate transfer and surrender purposes,
      Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis,
      Minnesota 55479, Attention: Corporate Trust Services—MASTR 2006-NC1 and (B) for
      all other purposes, Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia,
      Maryland 21045, Attention: Corporate Trust Services—MASTR 2006-NC1, or in each
      case, at such other address as the Trust Administrator may designate from time
      to time by notice to the Certificateholders, the Depositor, the Servicer, the
      Master Servicer, NC Capital, the Originator and the Trustee.

     

    “Corresponding
      Certificate”: With respect to each REMIC II Regular Interest set forth below,
      the corresponding Regular Certificate set forth in the table below:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              REMIC
                II Regular Interest

            	
              Regular
                Certificate

            
	
              II-LTA1

            	
              Class
                A-1

            
	
              II-LTA2

            	
              Class
                A-2

            
	
              II-LTA3

            	
              Class
                A-3

            
	
              II-LTA4

            	
              Class
                A-4

            
	
              II-LTM1

            	
              Class
                M-1

            
	
              II-LTM2

            	
              Class
                M-2

            
	
              II-LTM3

            	
              Class
                M-3

            
	
              II-LTM4

            	
              Class
                M-4

            
	
              II-LTM5

            	
              Class
                M-5

            
	
              II-LTM6

            	
              Class
                M-6

            
	
              II-LTM7

            	
              Class
                M-7

            
	
              II-LTM8

            	
              Class
                M-8

            
	
              II-LTM9

            	
              Class
                M-9

            
	
              II-LTM10

            	
              Class
                M-10

            
	
              II-LTM11

            	
              Class
                M-11

            
	
              II-LTP

            	
              Class
                P

            


    

    


    “Credit
      Enhancement Percentage”: For any Distribution Date, the percentage equivalent of
      a fraction, the numerator of which is the aggregate Certificate Principal
      Balance of the Mezzanine Certificates and the Class CE Certificates, and the
      denominator of which is the aggregate Stated Principal Balance of the Mortgage
      Loans, calculated prior to taking into account distributions of principal on
      the
      Mortgage Loans and distribution of the Principal Distribution Amount to the
      Certificates then entitled to distributions of principal on such Distribution
      Date. 

     

    “Credit
      Risk Management Agreement”: The respective agreements between the Credit Risk
      Manager and the Servicer and/or Master Servicer regarding the loss mitigation
      and advisory services to be provided by the Credit Risk Manager.

     

    “Credit
      Risk Manager”: Clayton Fixed Income Services Inc., a Colorado corporation,
      formerly known as The Murrayhill Company, and its successors and assigns.


     

    “Credit
      Risk Manager Fee”: The amount payable to the Credit Risk Manager on each
      Distribution Date as compensation for all services rendered by it in the
      exercise and performance of any of the powers and duties of the Credit Risk
      Manager under the Credit Risk Management Agreement and any other agreement
      pursuant to which the Credit Risk Manager is to perform any duties with respect
      to the Mortgage Loans, which amount shall equal one twelfth of the product
      of
      (i) the Credit Risk Manager Fee Rate (without regard to the words “per annum”)
      and (ii) the aggregate Stated Principal Balance of the Mortgage Loans and any
      related REO Properties as of the first day of the related Due
      Period.

     

    “Credit
      Risk Manager Fee Rate”: 0.0125% per annum.

     

    “Cumulative
      Loss Percentage”: With respect to any Distribution Date, the percentage
      equivalent of a fraction, the numerator of which is the aggregate amount of
      Realized Losses incurred from the Cut-off Date to the last day of the preceding
      calendar month and the denominator of which is the sum of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date.

     

    “Custodial
      Agreement”: The agreement dated as of [the Closing Date], among the Trustee, the
      Servicer and Deutsche Bank National Trust Company providing for the safekeeping
      of the Mortgage Files held by Deutsche Bank National Trust Company on behalf
      of
      the Trust in accordance with this Agreement. 

     

    “Custodian”:
      The entity acting as custodian of the Mortgage Files on behalf of and for the
      benefit of the Trustee, which as of the Closing Date shall be Deutsche Bank
      National Trust Company. 

     

    “Cut-off
      Date”: With respect to each Original Mortgage Loan, February 1, 2006. With
      respect to all Qualified Substitute Mortgage Loans, their respective dates
      of
      substitution. References herein to the “Cut-off Date,” when used with respect to
      more than one Mortgage Loan, shall be to the respective Cut-off Dates for such
      Mortgage Loans.

     

    “Cut-off
      Date Principal Balance”: With respect to any Mortgage Loan, the unpaid Stated
      Principal Balance thereof as of the Cut-off Date of such Mortgage Loan (or
      as of
      the applicable date of substitution with respect to a Qualified Substitute
      Mortgage Loan), after giving effect to scheduled payments due on or before
      the
      Cut-off Date, whether or not received.

     

    “Debt
      Service Reduction”: With respect to any Mortgage Loan, a reduction in the
      scheduled Monthly Payment for such Mortgage Loan by a court of competent
      jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
      resulting from a Deficient Valuation.

     

    “Deficient
      Valuation”: With respect to any Mortgage Loan, a valuation of the related
      Mortgaged Property by a court of competent jurisdiction in an amount less than
      the then outstanding principal balance of the Mortgage Loan, which valuation
      results from a proceeding initiated under the Bankruptcy Code.

     

    “Definitive
      Certificates”: As defined in Section 5.01(b).

     

    “Deleted
      Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified
      Substitute Mortgage Loan.

     

    “Delinquency
      Percentage”: As of the last day of the related Due Period, the percentage
      equivalent of a fraction, the numerator of which is the aggregate Stated
      Principal Balance of all Mortgage Loans that, as of the last day of the previous
      calendar month, are 60 or more days delinquent, are in foreclosure, have been
      converted to REO Properties or have been discharged by reason of bankruptcy
      and
      are 60 or more days delinquent, and the denominator of which is the aggregate
      Stated Principal Balance of the Mortgage Loans and REO Properties as of the
      last
      day of the previous calendar month.

     

    “Depositor”:
      Mortgage Asset Securitization Transactions, Inc., a Delaware corporation, or
      its
      successor in interest.

     

    “Depository”:
      The Depository Trust Company, or any successor Depository hereafter named.
      The
      nominee of the initial Depository, for purposes of registering those
      Certificates that are to be Book-Entry Certificates, is Cede & Co. The
      Depository shall at all times be a “clearing corporation” as defined in Section
      8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing
      agency” registered pursuant to the provisions of Section 17A of the Securities
      Exchange Act of 1934, as amended. 

     

    “Depository
      Participant”: A broker, dealer, bank or other financial institution or other
      Person for whom from time to time a Depository effects book-entry transfers
      and
      pledges of securities deposited with the Depository.

     

    “Determination
      Date”: With respect to any Distribution Date, the 15th
      day of
      the calendar month in which such Distribution Date occurs or, if such
      15th
      day is
      not a Business Day, the Business Day immediately preceding such 15th
      day.

     

    “Directly
      Operate”: With respect to any REO Property, the furnishing or rendering of
      services to the tenants thereof, the management or operation of such REO
      Property, the holding of such REO Property primarily for sale to customers,
      the
      performance of any construction work thereon or any use of such REO Property
      in
      a trade or business conducted by REMIC I other than through an Independent
      Contractor; provided, however, that the Trustee (or the Servicer or the Master
      Servicer on behalf of the Trustee) shall not be considered to Directly Operate
      an REO Property solely because the Trustee (or the Servicer or the Master
      Servicer on behalf of the Trustee) establishes rental terms, chooses tenants,
      enters into or renews leases, deals with taxes and insurance, or makes decisions
      as to repairs or capital expenditures with respect to such REO
      Property.

     

    “Disqualified
      Organization”: Any of the following: (i) the United States, any State or
      political subdivision thereof, any possession of the United States, or any
      agency or instrumentality of any of the foregoing (other than an instrumentality
      which is a corporation if all of its activities are subject to tax and, except
      for Freddie Mac, a majority of its board of directors is not selected by such
      governmental unit), (ii) any foreign government, any international organization,
      or any agency or instrumentality of any of the foregoing, (iii) any organization
      (other than certain farmers’ cooperatives described in Section 521 of the
      Code) which is exempt from the tax imposed by Chapter 1 of the Code (including
      the tax imposed by Section 511 of the Code on unrelated business taxable
      income), (iv) rural electric and telephone cooperatives described in
      Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership” and
      (vi) any other Person so designated by the Trustee or the Trust Administrator
      based upon an Opinion of Counsel that the holding of an Ownership Interest
      in a
      Residual Certificate by such Person may cause any Trust REMIC or any Person
      having an Ownership Interest in any Class of Certificates (other than such
      Person) to incur a liability for any federal tax imposed under the Code that
      would not otherwise be imposed but for the Transfer of an Ownership Interest
      in
      a Residual Certificate to such Person. The terms “United States,” “State” and
“international organization” shall have the meanings set forth in
      Section 7701 of the Code or successor provisions.

     

    “Distribution
      Account”: The trust account or accounts created and maintained by the Trust
      Administrator pursuant to Section 3A.11 which shall be entitled “Wells
      Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders
      of
      MASTR Asset Backed Securities Trust 2006-NC1, Mortgage Pass-Through
      Certificates, Series 2006-NC1—Distribution Account.” The Distribution Account
      must be an Eligible Account.

     

    “Distribution
      Date”: The 25th
      day of
      any month, or if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day,
      commencing in March 2006.

     

    “Due
      Date”: With respect to each Distribution Date, the first day of the calendar
      month in which such Distribution Date occurs, which is generally the day of
      the
      month on which the Monthly Payment is due on a Mortgage Loan, exclusive of
      any
      days of grace.

     

    “Due
      Period”: With respect to any Distribution Date, the period commencing on the
      second day of the month immediately preceding the month in which such
      Distribution Date occurs and ending on the related Due Date.

     

    “Eligible
      Account”: Any of (i) an account or accounts maintained with a federal or state
      chartered depository institution or trust company the short-term unsecured
      debt
      obligations of which (or, in the case of a depository institution or trust
      company that is the principal subsidiary of a holding company, the short-term
      unsecured debt obligations of such holding company) are rated P-1 by Moody’s,
      F-1 by Fitch or A-1+ by S&P (or comparable ratings if Moody’s, Fitch and
      S&P are not the Rating Agencies) at the time any amounts are held on deposit
      therein, (ii) with respect to any escrow account, an account or accounts the
      deposits in which are fully insured by the FDIC (to the limits established
      by
      such corporation), the uninsured deposits in which account are otherwise secured
      such that, as evidenced by an Opinion of Counsel delivered to the NIMS Insurer,
      the Trust Administrator, the Trustee and to each Rating Agency, the
      Certificateholders will have a claim with respect to the funds in such account
      or a perfected first priority security interest against such collateral (which
      shall be limited to Permitted Investments) securing such funds that is superior
      to claims of any other depositors or creditors of the depository institution
      with which such account is maintained, (iii) a trust account or accounts
      maintained with the trust department of a federal or state chartered depository
      institution, national banking association or trust company acting in its
      fiduciary capacity or (iv) an account otherwise acceptable to the NIMS Insurer
      and to each Rating Agency without reduction or withdrawal of their then current
      ratings of the Certificates as evidenced by a letter from each Rating Agency
      to
      the Trust Administrator, the Trustee and the NIMS Insurer. Eligible Accounts
      may
      bear interest.

     

    “ERISA”:
      The Employee Retirement Income Security Act of 1974, as amended.

     

    “Estate
      in Real Property”: A fee simple estate in a parcel of land.

     

    “Excess
      Overcollateralized Amount”: With respect to the Class A Certificates and the
      Mezzanine Certificates and any Distribution Date, the excess, if any, of (i)
      the
      Overcollateralized Amount for such Distribution Date, assuming that 100% of
      the
      Principal Remittance Amount is applied as a principal distribution on such
      Distribution Date over (ii) the Overcollateralization Target Amount for such
      Distribution Date.

     

    “Exchange
      Act”: The Securities Exchange Act of 1934, as amended, and the rules and
      regulations thereunder.

     

    “Extra
      Principal Distribution Amount”: With respect to any Distribution Date, the
      lesser of (x) the sum of (i) Monthly Interest Distributable Amount payable
      on
      the Class CE Certificates on such Distribution Date as reduced by Realized
      Losses allocated thereto with respect to such Distribution Date pursuant to
      Section 4.04 and (ii) any amounts received under the Interest Rate Swap
      Agreement for this purpose and (y) the Overcollateralization Deficiency Amount
      for such Distribution Date.

     

    “Extraordinary
      Trust Fund Expense”: Any amounts reimbursable to the Master Servicer pursuant to
      Section 3A.03 or Section 6.03, to the Servicer, the Trustee or the
      Trust Administrator, or any director, officer, employee or agent of the Trustee
      or the Trust Administrator from the Trust Fund pursuant to Section 6.03,
      Section 8.05 or Section 10.01(c) and any amounts payable from the
      Distribution Account in respect of taxes pursuant to
      Section 10.01(g)(iii).

     

    “Fannie
      Mae”: Fannie Mae, formally known as the Federal National Mortgage Association,
      or any successor thereto.

     

    “FDIC”:
      Federal Deposit Insurance Corporation or any successor thereto.

     

    “Final
      Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
      Property (other than a Mortgage Loan or REO Property purchased or repurchased
      by
      NC Capital, the Depositor, the Servicer or the NIMS Insurer pursuant to or
      as
      contemplated by Section 2.03, Section 3.16(c) or Section 9.01), a determination
      made by the Servicer that all Insurance Proceeds, Liquidation Proceeds and
      other
      payments or recoveries which the Servicer, in its reasonable good faith
      judgment, expects to be finally recoverable in respect thereof have been so
      recovered. The Servicer shall maintain records, prepared by a Servicing Officer,
      of each Final Recovery Determination made thereby. 

     

    “Fitch”:
      Fitch Ratings, or its successor in interest.

     

    “Fixed-Rate
      Mortgage Loans”: Each of the Mortgage Loans identified in the Mortgage Loan
      Schedule whose Mortgage Rates remain fixed for the life of the Mortgage Loan.
      

     

    “Fixed
      Swap Payment”: With respect to any Distribution Date, a fixed amount equal to
      the related amount set forth in the Interest Rate Swap Agreement.

     

    “Floating
      Swap Payment”: With respect to any Distribution Date, a floating amount equal to
      the product of (i) one-month LIBOR (as determined pursuant to the Interest
      Rate
      Swap Agreement for such Distribution Date), (ii) the related Base Calculation
      Amount (as defined in the Interest Rate Swap Agreement), (iii) 250 and (iv)
      a
      fraction, the numerator of which is the actual number of days elapsed from
      and
      including the previous Distribution Date to but excluding the current
      Distribution Date (or, for the first Distribution Date, the actual number of
      days elapsed from the Closing Date to but excluding the first Distribution
      Date), and the denominator of which is 360.

     

    “Form
      8-K
      Disclosure Information”: The meaning set forth in Section
      4.06(a)(iii).

     

    “Formula
      Rate”: For any Distribution Date and the Class A Certificates and the Mezzanine
      Certificates, the lesser of (i) One-Month LIBOR plus the related Certificate
      Margin and (ii) the Maximum Cap Rate.

     

    “Freddie
      Mac”: Freddie Mac, formally known as the Federal Home Loan Mortgage Corporation,
      or any successor thereto.

     

    “Gross
      Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed
      percentage set forth in the related Mortgage Note that is added to the Index
      on
      each Adjustment Date in accordance with the terms of the related Mortgage Note
      used to determine the Mortgage Rate for such Adjustable-Rate Mortgage
      Loan.

     

    “Highest
      Priority”: As of any date of determination, the Class of Mezzanine Certificates
      then outstanding with a Certificate Principal Balance greater than zero, with
      the highest priority for payments pursuant to Section 4.01, in the
      following order: Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
      M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
      Certificates.

     

    “Indenture”:
      An indenture relating to the issuance of notes secured by the Class CE
      Certificates, the Class P Certificates and/or the Class R Certificates (or
      any
      portion thereof) which may or may not be guaranteed by the NIMS
      Insurer.

     

    “Independent”:
      When
      used
      with respect to any accountants, a Person who is “independent” within the
      meaning of Rule 2-01(B) of the Securities and Exchange Commission’s Regulation
      S-X. Independent means, when used with respect to any other Person, a Person
      who
      (A) is in fact independent of another specified Person and any affiliate of
      such
      other Person, (B) does not have any material direct or indirect financial
      interest in such other Person or any affiliate of such other Person, (C) is
      not
      connected with such other Person or any affiliate of such other Person as an
      officer, employee, promoter, underwriter, trustee, partner, director or Person
      performing similar functions and (D) is not a member of the immediate family
      of
      a Person defined in clause (B) or (C) above.

     

    “Independent
      Contractor”: Either (i) any Person (other than the Servicer or the Master
      Servicer) that would be an “independent contractor” with respect to REMIC I
      within the meaning of Section 856(d)(3) of the Code if REMIC I were a real
      estate investment trust (except that the ownership tests set forth in that
      section shall be considered to be met by any Person that owns, directly or
      indirectly, 35% or more of any Class of Certificates), so long as REMIC I does
      not receive or derive any income from such Person and provided that the
      relationship between such Person and REMIC I is at arm’s length, all within the
      meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other
      Person (including the Servicer and the Master Servicer) if the Trust
      Administrator has received an Opinion of Counsel for the benefit of the Trustee
      and the Trust Administrator to the effect that the taking of any action in
      respect of any REO Property by such Person, subject to any conditions therein
      specified, that is otherwise herein contemplated to be taken by an Independent
      Contractor will not cause such REO Property to cease to qualify as “foreclosure
      property” within the meaning of Section 860G(a)(8) of the Code (determined
      without regard to the exception applicable for purposes of Section 860D(a)
      of the Code), or cause any income realized in respect of such REO Property
      to
      fail to qualify as Rents from Real Property.

     

    “Index”:
      With respect to each Adjustable Rate Mortgage Loan and with respect to each
      related Adjustment Date, the index as specified in the related Mortgage
      Note.

     

    “Insurance
      Proceeds”: Proceeds of any title policy, hazard policy or other insurance
      policy, covering a Mortgage Loan to the extent such proceeds are not to be
      applied to the restoration of the related Mortgaged Property or released to
      the
      Mortgagor in accordance with the procedures that the Servicer would follow
      in
      servicing mortgage loans held for its own account, subject to the terms and
      conditions of the related Mortgage Note and Mortgage.

     

    “Interest
      Determination Date”: With respect to the Class A Certificates, the Mezzanine
      Certificates, REMIC II Regular Interest II-LTA1, REMIC II Regular Interest
      II-LTA2, REMIC II Regular Interest II-LTA3, REMIC II Regular Interest II-LTA4,
      REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC
      II
      Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular
      Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest
      II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9,
      REMIC II Regular Interest II-LTM10 and REMIC II Regular Interest II-LTM11 and
      any Accrual Period therefor, the second London Business Day preceding the
      commencement of such Accrual Period.

     

    “Interest
      Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross
      Border) dated as of February 24, 2006 (together with the schedule thereto,
      the
      Master Agreement) between Swiss Re Financial Products Corporation and the Trust
      Administrator (in its capacity as Supplemental Interest Trust Trustee) and
      a
      schedule and a Confirmation of the same date, which supplement and form part
      of
      the Master Agreement. 

     

    “Interest
      Remittance Amount”: With respect to any Distribution Date, that portion of the
      Available Funds for such Distribution Date attributable to interest received
      or
      advanced with respect to the Mortgage Loans.

     

    “Late
      Collections”: With respect to any Mortgage Loan and any Due Period, all amounts
      received by the Servicer subsequent to the Determination Date immediately
      following such Due Period, whether as late payments of Monthly Payments or
      as
      Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
      payments or collections of principal and/or interest due (without regard to
      any
      acceleration of payments under the related Mortgage and Mortgage Note) but
      delinquent for such Due Period and not previously recovered.

     

    “Liquidated
      Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of
      which the Servicer has determined, in its reasonable judgment, as of the end
      of
      the related Prepayment Period, that all Liquidation Proceeds which it expects
      to
      recover with respect to the liquidation of the Mortgage Loan or disposition
      of
      the related REO Property have been recovered.

     

    “Liquidation
      Event”: With respect to any Mortgage Loan, any of the following events: (i) such
      Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
      as to
      such Mortgage Loan; or (iii) such Mortgage Loan is removed from REMIC I by
      reason of its being purchased, repurchased or replaced pursuant to or as
      contemplated by Section 2.03, Section 3.16(c) or Section 9.01. With respect
      to
      any REO Property, either of the following events: (i) a Final Recovery
      Determination is made as to such REO Property; or (ii) such REO Property is
      removed from REMIC I by reason of its being purchased pursuant to Section 9.01.
      

     

    “Liquidation
      Proceeds”: The amount (other than amounts received in respect of the rental of
      any REO Property prior to REO Disposition) received by the Servicer in
      connection with (i) the taking of all or a part of a Mortgaged Property by
      exercise of the power of eminent domain or condemnation, (ii) the liquidation
      of
      a defaulted Mortgage Loan through a trustee’s sale, foreclosure sale or
      otherwise, or (iii) the purchase, repurchase or substitution of a Mortgage
      Loan
      or an REO Property pursuant to or as contemplated by Section 2.03 or
      Section 9.01.

     

    “Loan-to-Value
      Ratio”: As of any date of determination, the fraction, expressed as a
      percentage, the numerator of which is the principal balance of the related
      Mortgage Loan at such date and the denominator of which is the Value of the
      related Mortgaged Property.

     

    “London
      Business Day”: Any day on which banks in the City of London and New York are
      open and conducting transactions in United States dollars.

     

    “Loss
      Severity Percentage”: With respect to any Distribution Date, the percentage
      equivalent of a fraction, the numerator of which is the amount of Realized
      Losses incurred on a Mortgage Loan and the denominator of which is the principal
      balance of such Mortgage Loan immediately prior to the liquidation of such
      Mortgage Loan.

     

    “Marker
      Rate”: With respect to the Class CE Interest and any Distribution Date, a per
      annum rate equal to two (2) times the weighted average of the REMIC II
      Remittance Rate for each of REMIC II Regular Interests II-LTA1, II-LTA2,
II-LTA3,
      II-LTA4, II-LTM1, II-LTM2, II-LTM3, II-LTM4, II-LTM5, II-LTM6, II-LTM7, II-LTM8,
      II-LTM9, II-LTM10, II-LTM11 and II-LTZZ, with the rate on each such REMIC II
      Regular Interest (other than REMIC II Regular Interest II-LTZZ) subject to
      a cap
      equal to the lesser of (a) One-Month LIBOR plus the related Certificate Margin
      and (b) the Net WAC Rate for the purpose of this calculation and with the rate
      on REMIC II Regular Interest II-LTZZ subject to a cap of zero for the purpose
      of
      this calculation; provided, however, that solely for this purpose, calculations
      of the REMIC II Remittance Rate and the related caps with respect to such REMIC
      II Regular Interests (other than REMIC II Regular Interest II-LTZZ) shall be
      multiplied by a fraction, the numerator of which is the actual number of days
      elapsed in the related Accrual Period and the denominator of which is
      30.

     

    “Master
      Servicer”: As
      of the
      Closing Date, Wells Fargo Bank, N.A. and thereafter, its respective successors
      in interest who meet the qualifications of the Master Servicer under this
      Agreement or any successor appointed hereunder. The Master Servicer and the
      Trust Administrator shall at all times be the same Person.

     

    “Master
      Servicer Event of Termination”: One or more of the events described in
      Section 7.01(b).

     

    “Master
      Servicing Compensation”: The meaning specified in
      Section 3A.09.

     

    “Master
      Servicing Transfer Costs”: Shall mean all reasonable out-of-pocket costs and
      expenses incurred by the Trustee in connection with the transfer of master
      servicing from a predecessor master servicer, including, without limitation,
      any
      reasonable costs or expenses associated with the complete transfer of all
      servicing data and master servicing data and the completion, correction or
      manipulation of such servicing data as may be required by the Trustee to correct
      any errors or insufficiencies in the servicing data or otherwise to enable
      the
      Trustee to master service the Mortgage Loans properly and
      effectively.

     

    “Maximum
      Cap Rate”: For any Distribution Date with respect to the Class A Certificates
      and the Mezzanine Certificates, a per annum rate equal to the sum of (i) the
      product of (x) the weighted average of the Adjusted Net Maximum Mortgage Rates
      of the Mortgage Loans, weighted based on their outstanding Stated Principal
      Balances as of the first day of the calendar month preceding the month in which
      the Distribution Date occurs and (y) a fraction, the numerator of which is
      30
      and the denominator of which is the actual number of days elapsed in the related
      Accrual Period and (ii) an amount, expressed as a percentage, equal to a
      fraction, the numerator of which is equal to the Net Swap Payment made by the
      Swap Provider and the denominator of which is equal to the aggregate Stated
      Principal Balance of the Mortgage Loans, multiplied by 12 minus (a) an amount,
      expressed as a percentage, equal to the product of (i) the Net Swap Payment,
      if
      any, paid by the Trust for such Distribution Date divided by the aggregate
      Stated Principal Balance of the Mortgage Loans and (ii) 12 and (b) an amount,
      expressed as a percentage, equal to the product of (i) the Swap Termination
      Payment, if any, due from the Trust (other than any Swap Termination Payment
      resulting from a Swap Provider Trigger Event) for such Distribution Date,
      divided by the aggregate Stated Principal Balance of the Mortgage Loans and
      (ii)
      12.

     

    “Maximum
      II-LTZZ Uncertificated Interest Deferral Amount”: With respect to any
      Distribution Date, the excess of (i) accrued interest at the REMIC II Remittance
      Rate applicable to REMIC II Regular Interest II-LTZZ for such Distribution
      Date
      on a balance equal to the Uncertificated Balance of REMIC II Regular Interest
      II-LTZZ minus the REMIC II Overcollateralization Amount, in each case for such
      Distribution Date, over (ii) Uncertificated Interest on REMIC II Regular
      Interest II-LTA1, REMIC II Regular Interest II-LTA2, REMIC II Regular Interest
      II-LTA3, REMIC II Regular Interest II-LTA4, REMIC II Regular Interest II-LTM1,
      REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC
      II
      Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular
      Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest
      II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10,
      REMIC II Regular Interest II-LTM11 for such Distribution Date, with the rate
      on
      each such REMIC II Regular Interest subject to a cap equal to the lesser of
      (a) One-Month LIBOR plus the related Certificate Margin and (b) the Net WAC
      Rate; provided, however, each cap shall be multiplied by a fraction, the
      numerator of which is the actual number of days elapsed in the related Accrual
      Period and the denominator of which is 30.

     

    “Maximum
      Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
      percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
      thereunder.

     

    “MERS”:
      Mortgage Electronic Registration Systems, Inc., a corporation organized and
      existing under the laws of the State of Delaware, or any successor
      thereto.

     

    “MERS®
      System”: The system of recording transfers of Mortgages electronically
      maintained by MERS.

     

    “Mezzanine
      Certificate”: Any Class M-1 Certificate, Class M-2 Certificate, Class M-3
      Certificate, Class M-4 Certificate, Class M-5 Certificate, Class M-6
      Certificate, Class M-7 Certificate, Class M-8 Certificate, Class M-9
      Certificate, Class M-10 Certificate or Class M-11 Certificate. 

     

    “MIN”:
      The Mortgage Identification Number for Mortgage Loans registered with MERS
      on
      the MERS® System.

     

    “Minimum
      Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
      percentage set forth in the related Mortgage Note as the minimum Mortgage Rate
      thereunder.

     

    “MOM
      Loan”: With respect to any Mortgage Loan, MERS acting as the mortgagee of such
      Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and
      its successors and assigns, at the origination thereof.

     

    “Monthly
      Interest Distributable Amount”: With respect to the Class A Certificates, the
      Mezzanine Certificates and the Class CE Certificates and any Distribution Date,
      the amount of interest accrued during the related Accrual Period at the related
      Pass-Through Rate on the Certificate Principal Balance (or Notional Amount
      in
      the case of the Class CE Certificates) of such Class immediately prior to such
      Distribution Date, reduced (to not less than zero) by any Prepayment Interest
      Shortfalls (to the extent not covered by payments made by the Servicer or the
      Master Servicer) and Relief Act Interest Shortfalls (allocated to each such
      Certificate based on its respective entitlements to interest irrespective of
      any
      Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such
      Distribution Date).

     

    “Monthly
      Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
      principal and interest on such Mortgage Loan which is payable by the related
      Mortgagor from time to time under the related Mortgage Note, determined: (a)
      after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
      with respect to such Mortgage Loan and (ii) any reduction in the amount of
      interest collectible from the related Mortgagor pursuant to the Relief Act;
      (b)
      without giving effect to any extension granted or agreed to by the Servicer
      pursuant to Section 3.07 and (c) on the assumption that all other amounts,
      if
      any, due under such Mortgage Loan are paid when due.

     

    “Monthly
      Statement”: The statement prepared by the Trust Administrator pursuant to
      Section 4.02.

     

    “Moody’s”:
      Moody’s Investors Service, Inc. or its successor in interest.

     

    “Mortgage”:
      The mortgage, deed of trust or other instrument creating a first or second
      lien
      on, or first or second priority security interest in, a Mortgaged Property
      securing a Mortgage Note.

     

    “Mortgage
      File”: The mortgage documents listed in Section 2.01 pertaining to a
      particular Mortgage Loan and any additional documents required to be added
      to
      the Mortgage File pursuant to this Agreement. 

     

    “Mortgage
      Loan”: Any Adjustable-Rate Mortgage Loan or Fixed-Rate Mortgage Loan transferred
      and assigned to the Trustee and delivered to the Trustee pursuant to Section
      2.01 or Section 2.03(b) of this Agreement as held from time to time as a part
      of
      the Trust, the Mortgage Loans so held being identified in the Mortgage Loan
      Schedule. 

     

    “Mortgage
      Loan Purchase Agreement”: The agreement among the Seller, NC Capital and the
      Depositor, regarding the sale of the Mortgage Loans by the Seller to the
      Depositor, substantially in the form of Exhibit D annexed hereto. 

     

    “Mortgage
      Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I
      on such date, attached hereto as Schedule 1. The Mortgage Loan Schedule shall
      set forth the following information with respect to each Mortgage
      Loan:

     

    (i)  the
      Mortgage Loan identifying number;

     

    (ii)  [reserved];

     

    (iii)  the
      state
      and zip code of the Mortgaged Property;

     

    (iv)  a
      code
      indicating whether the Mortgaged Property was represented by the borrower,
      at
      the time of origination, as being owner-occupied;

     

    (v)  the
      type
      of Residential Dwelling constituting the Mortgaged Property;

     

    (vi)  the
      original months to maturity;

     

    (vii)  the
      stated remaining months to maturity from the Cut-off Date based on the original
      amortization schedule;

     

    (viii)  the
      Loan-to-Value Ratio at origination;

     

    (ix)  the
      Mortgage Rate in effect immediately following the Cut-off Date;

     

    (x)  the
      date
      on which the first Monthly Payment was due on the Mortgage Loan;

     

    (xi)  the
      stated maturity date;

     

    (xii)  the
      amount of the Monthly Payment at origination;

     

    (xiii)  the
      amount of the Monthly Payment due on the first Due Date after the Cut-off
      Date;

     

    (xiv)  the
      last
      Due Date on which a Monthly Payment was actually applied to the unpaid Stated
      Principal Balance;

     

    (xv)  the
      original principal amount of the Mortgage Loan;

     

    (xvi)  the
      Stated Principal Balance of the Mortgage Loan as of the close of business on
      the
      Cut-off Date;

     

    (xvii)  a
      code
      indicating the purpose of the Mortgage Loan (i.e.,
      purchase financing, rate/term refinancing, cash-out refinancing);

     

    (xviii)  the
      Mortgage Rate at origination;

     

    (xix)  a
      code
      indicating the documentation program (i.e.,
      full
      documentation, limited documentation, stated income documentation);

     

    (xx)  the
      risk
      grade assigned by the Originator;

     

    (xxi)  the
      Value
      of the Mortgaged Property;

     

    (xxii)  the
      sale
      price of the Mortgaged Property, if applicable;

     

    (xxiii)  the
      actual unpaid principal balance of the Mortgage Loan as of the Cut-off
      Date;

     

    (xxiv)  the
      type
      and term of the related Prepayment Charge;

     

    (xxv)  the
      rounding code;

     

    (xxvi)  the
      program code;

     

    (xxvii)  a
      code
      indicating the lien priority for Mortgage Loans;

     

    (xxviii)  
      with
      respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage Rate, the
      Maximum Mortgage Rate, the Gross Margin, the next Adjustment Date and the
      Periodic Rate Cap;

     

    (xxix)  the
      credit score (“FICO”) of such Mortgage Loan; and

     

    (xxx)  the
      total
      amount of points and fees charged such Mortgage Loan.

     

    The
      Mortgage Loan Schedule shall set forth the following information with respect
      to
      the Mortgage Loans in the aggregate as of the Cut-off Date: (1) the number
      of
      Mortgage Loans (separately identifying the number of Fixed-Rate Mortgage Loans
      and the number of Adjustable-Rate Mortgage Loans); (2) the current Stated
      Principal Balance of the Mortgage Loans; (3) the weighted average Mortgage
      Rate
      of the Mortgage Loans and (4) the weighted average maturity of the Mortgage
      Loans. The Mortgage Loan Schedule shall be amended from time to time by the
      Depositor in accordance with the provisions of this Agreement. With respect
      to
      any Qualified Substitute Mortgage Loan, the Cut-off Date shall refer to the
      related Cut-off Date for such Mortgage Loan, determined in accordance with
      the
      definition of Cut-off Date herein.

     

    “Mortgage
      Note”: The original executed note or other evidence of the indebtedness of a
      Mortgagor under a Mortgage Loan.

     

    “Mortgage
      Pool”: The pool of Mortgage Loans, identified on the Mortgage Loan Schedule and
      existing from time to time thereafter, and any REO Properties acquired in
      respect thereof.

     

    “Mortgage
      Rate”: With respect to each Mortgage Loan, the annual rate at which interest
      accrues on such Mortgage Loan from time to time in accordance with the
      provisions of the related Mortgage Note, which rate with respect to the
      Adjustable-Rate Mortgage Loans, (A) as of any date of determination until the
      first Adjustment Date following the Cut-off Date shall be the rate set forth
      in
      the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following
      the Cut-off Date and (B) as of any date of determination thereafter shall be
      the
      rate as adjusted on the most recent Adjustment Date equal to the sum, rounded
      to
      the nearest or next highest 0.125% as provided in the Mortgage Note, of the
      Index, as most recently available as of a date prior to the Adjustment Date
      as
      set forth in the related Mortgage Note, plus the related Gross Margin; provided
      that the Mortgage Rate on such Adjustable-Rate Mortgage Loan on any Adjustment
      Date shall never be more than the lesser of (i) the sum of the Mortgage Rate
      in
      effect immediately prior to the Adjustment Date plus the related Periodic Rate
      Cap, if any, and (ii) the related Maximum Mortgage Rate, and shall never be
      less
      than the greater of (i) the Mortgage Rate in effect immediately prior to the
      Adjustment Date less the Periodic Rate Cap, if any, and (ii) the related Minimum
      Mortgage Rate. With respect to each Mortgage Loan that becomes an REO Property,
      as of any date of determination, the annual rate determined in accordance with
      the immediately preceding sentence as of the date such Mortgage Loan became
      an
      REO Property.

     

    “Mortgaged
      Property”: The underlying property securing a Mortgage Loan, including any REO
      Property, consisting of an Estate in Real Property improved by a Residential
      Dwelling.

     

    “Mortgagor”:
      The obligor on a Mortgage Note.

     

    “NC
      Capital”: NC Capital Corporation, a California corporation, or its successor in
      interest. 

     

    “Net
      Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan or any other
      disposition of the related Mortgaged Property (including REO Property) the
      related Liquidation Proceeds and Insurance Proceeds net of Advances, Servicing
      Advances, Servicing Fees and any other accrued and unpaid servicing fees
      received and retained in connection with the liquidation of such Mortgage Loan
      or related Mortgaged Property. 

     

    “Net
      Monthly Excess Cashflow”: With respect to each Distribution Date, the sum of (a)
      any Overcollateralization Release Amount for such Distribution Date and (b)
      the
      excess of (x) Available Funds for such Distribution Date over (y) the sum for
      such Distribution Date of (A) the Monthly Interest Distributable Amounts for
      the
      Class A Certificates and the Mezzanine Certificates, (B) the Unpaid Interest
      Shortfall Amounts for the Class A Certificates and (C) the Principal Remittance
      Amount.

     

    “Net
      Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property)
      as of any date of determination, a per annum rate of interest equal to the
      then
      applicable Mortgage Rate for such Mortgage Loan minus the Servicing Fee
      Rate.

     

    “Net
      Swap
      Payment”: In the case of payments made by the Trust, the excess, if any, of (x)
      the Fixed Swap Payment over (y) the Floating Swap Payment and in the case of
      payments made by the Swap Provider, the excess, if any, of (x) the Floating
      Swap
      Payment over (y) the Fixed Swap Payment. In each case, the Net Swap Payment
      shall not be less than zero. 

     

    “Net
      WAC
      Rate”: For any Distribution Date with respect to the Class A Certificates and
      the Mezzanine Certificates, is a per annum rate equal to the product of (A)
      the
      weighted average of the Adjusted Net Mortgage Rates of the Mortgage Loans,
      weighted based on their outstanding Stated Principal Balances as of the first
      day of the calendar month preceding the month in which the Distribution Date
      occurs minus
      (i)
      an amount, expressed as a percentage, equal to the product of (x) the Net Swap
      Payment, if any, paid by the Trust for such Distribution Date divided by the
      aggregate Stated Principal Balance of the Mortgage Loans and (y) 12 and (ii)
      an
      amount, expressed as a percentage, equal to the product of (x) the Swap
      Termination Payment, if any, due from the Trust (other than any Swap Termination
      Payment resulting from a Swap Provider Trigger Event) for such Distribution
      Date
      divided by the aggregate Stated Principal Balance of the Mortgage Loans and
      (y)
      12,
      multiplied by (B) a fraction, the numerator of which is 30 and the denominator
      of which is the actual number of days elapsed in the related Accrual Period.
      For
      federal income tax purposes, the equivalent of the foregoing shall be expressed
      as the weighted average of the REMIC II Remittance Rate on the REMIC II Regular
      Interests (other than REMIC II Regular Interest II-LTIO), weighted on the basis
      of the Uncertificated Balance of each such REMIC II Regular Interest.


     

    “Net
      WAC
      Rate Carryover Amount”: With respect to the Class A Certificates and the
      Mezzanine Certificates and any Distribution Date, the sum of (A) the positive
      excess of (i) the amount of interest accrued on such Class of Certificates
      on
      such Distribution Date calculated at the related Formula Rate, over (ii) the
      amount of interest accrued on such Class of Certificates at the Net WAC Rate
      for
      such Distribution Date and (B) the Net WAC Rate Carryover Amount for the
      previous Distribution Date not previously paid, together with interest thereon
      at a rate equal to the Formula Rate for such Class of Certificates for such
      Distribution Date and for such Accrual Period. 

     

    “Net
      WAC
      Rate Carryover Reserve Account”: The account established and maintained pursuant
      to Section 4.07.

     

    “New
      Lease”: Any lease of REO Property entered into on behalf of REMIC I, including
      any lease renewed or extended on behalf of REMIC I, if REMIC I has the right
      to
      renegotiate the terms of such lease.

     

    “NIMS
      Insurer”: Any insurer that is guaranteeing certain payments under notes secured
      by collateral which includes all or a portion of the Class CE Certificates,
      the
      Class P Certificates and/or the Class R Certificates.

     

    “Nonrecoverable
      Advance”: Any Advance previously made or proposed to be made in respect of a
      Mortgage Loan or REO Property that, in the good faith business judgment of
      the
      Servicer or the Master Servicer, as applicable, will not or, in the case of
      a
      proposed Advance, would not be ultimately recoverable from related Late
      Collections, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan
      or
      REO Property as provided herein.

     

    “Nonrecoverable
      Servicing Advance”: Any Servicing Advance previously made or proposed to be made
      in respect of a Mortgage Loan or REO Property that, in the good faith business
      judgment of the Servicer, will not or, in the case of a proposed Servicing
      Advance, would not be ultimately recoverable from related Late Collections,
      Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property
      as provided herein.

     

    “Non-United
      States Person”: Any Person other than a United States Person.

     

    “Notional
      Amount”: With respect to the Class CE Interest and any Distribution Date, the
      aggregate Uncertificated Balance of the REMIC II Regular Interests (other than
      REMIC II Regular Interest II-LTP) for such Distribution Date.

     

    “Officers’
      Certificate”: A certificate signed by the Chairman of the Board, the Vice
      Chairman of the Board, the President or a vice president (however denominated),
      and by the Treasurer, the Secretary, or one of the assistant treasurers or
      assistant secretaries of the Master Servicer, the Servicer, the Originator,
      NC
      Capital, the Seller or the Depositor, as applicable.

     

    “One-Month
      LIBOR”: With respect to the Class A Certificates, the Mezzanine Certificates,
      REMIC II Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2,
REMIC
      II
      Regular Interest II-LTA3,
      REMIC
      II Regular Interest II-LTA4, REMIC II Regular Interest II-LTM1, REMIC II Regular
      Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
      II-LTM4, REMIC II Regular Interest II-LTM5, REMIC
      II
      Regular Interest II-LTM6,
      REMIC
      II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular
      Interest II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC II Regular
      Interest II-LTM11 and any Accrual Period therefor, the rate determined by the
      Trust Administrator on the related Interest Determination Date on the basis
      of
      the offered rate for one-month U.S. dollar deposits, as such rate appears on
      Telerate Page 3750 as of 11:00 a.m. (London time) on such Interest Determination
      Date; provided that if such rate does not appear on Telerate Page 3750, the
      rate
      for such date will be determined on the basis of the offered rates of the
      Reference Banks for one-month U.S. dollar deposits, as of 11:00 a.m. (London
      time) on such Interest Determination Date. In such event, the Trust
      Administrator will request the principal London office of each of the Reference
      Banks to provide a quotation of its rate. If on such Interest Determination
      Date, two or more Reference Banks provide such offered quotations, One-Month
      LIBOR for the related Accrual Period shall be the arithmetic mean of such
      offered quotations (rounded upwards if necessary to the nearest whole multiple
      of 1/16%). If on such Interest Determination Date, fewer than two Reference
      Banks provide such offered quotations, One-Month LIBOR for the related Accrual
      Period shall be the higher of (i) One-Month LIBOR as determined on the previous
      Interest Determination Date and (ii) the Reserve Interest Rate. Notwithstanding
      the foregoing, if, under the priorities described above, One-Month LIBOR for
      an
      Interest Determination Date would be based on One-Month LIBOR for the previous
      Interest Determination Date for the third consecutive Interest Determination
      Date, the Trust Administrator shall select, after consultation with the NIMS
      Insurer, an alternative comparable index (over which the Trust Administrator
      has
      no control), used for determining one-month Eurodollar lending rates that is
      calculated and published (or otherwise made available) by an independent
      party.

     

    “Opinion
      of Counsel”: A written opinion of counsel, who may, without limitation, be
      salaried counsel for the Depositor, the Seller, the Servicer or the Master
      Servicer, acceptable to the Trustee, if such opinion is delivered to the
      Trustee, or acceptable to the Trust Administrator, if such opinion is delivered
      to the Trust Administrator, except that any opinion of counsel relating to
      (a)
      the qualification of any Trust REMIC as a REMIC or (b) compliance with the
      REMIC
      Provisions must be an opinion of Independent counsel.

     

    “Original
      Mortgage Loan”: Any of the Mortgage Loans included in REMIC I as of the Closing
      Date.

     

    “Originator”:
      New Century Mortgage Corporation, a California corporation.

     

    “Overcollateralization
      Deficiency Amount”: With respect to any Distribution Date, the amount, if any,
      by which the Overcollateralization Target Amount exceeds the Overcollateralized
      Amount on such Distribution Date (after giving effect to distributions in
      respect of the Principal Remittance Amount on such Distribution Date).


     

    “Overcollateralization
      Release Amount”: With respect to any Distribution Date, the lesser of (x) the
      Principal Remittance Amount for such Distribution Date and (y) the Excess
      Overcollateralized Amount. 

     

    “Overcollateralization
      Target Amount”: With respect to any Distribution Date, (i) 2.85%
      of the
      Cut-off Date Principal Balance of the Mortgage Loans, (ii) on or after the
      Stepdown Date provided that a Trigger Event is not in effect, the greater of
      (x)
      5.70% of the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (y) an amount equal to approximately 0.50% of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date, or (iii) on
      or
      after the Stepdown Date if a Trigger Event is in effect, the
      Overcollateralization Target Amount for the immediately preceding Distribution
      Date. On and after any Distribution Date following the reduction of the
      aggregate Certificate Principal Balance of the Class A Certificates and the
      Mezzanine Certificates to zero, the Overcollateralization Target Amount shall
      be
      zero.

     

    “Overcollateralized
      Amount”: For any Distribution Date, the amount equal to (i) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) as
      of
      the related Determination Date minus (ii) the aggregate Certificate Principal
      Balance of the Class A Certificates, the Mezzanine Certificates and the Class
      P
      Certificates as of such Distribution Date after giving effect to distributions
      to be made on such Distribution Date.

     

    “Ownership
      Interest”: As to any Certificate, any ownership or security interest in such
      Certificate, including any interest in such Certificate as the Holder thereof
      and any other interest therein, whether direct or indirect, legal or beneficial,
      as owner or as pledgee.

     

    “Pass-Through
      Rate”: With respect to the Class A Certificates and the Mezzanine Certificates
      and any Distribution Date, a rate per annum equal to the lesser of (i) the
      related Formula Rate for such Distribution Date and (ii) the Net WAC Rate for
      such Distribution Date. 

     

    With
      respect to the Class CE Interest and any Distribution Date, a rate per annum
      equal to the percentage equivalent of a fraction, the numerator of which is
      (x)
      the sum of (i) 100% of the interest on REMIC II Regular Interest II-LTP and
      (ii)
      interest on the Uncertificated Balance of each REMIC II Regular Interest listed
      in clause (y) at a rate equal to the related REMIC II Remittance Rate minus
      the
      Marker Rate and the denominator of which is (y) the aggregate Uncertificated
      Balance of REMIC II Regular Interests II-LTAA, II-LTA1, II-LTA2, II-LTA3,
      II-LTA4, II-LTM1,
      II-LTM2, II-LTM3, II-LTM4, II-LTM5, II-LTM6, II-LTM7, II-LTM8, II-LTM9,
      II-LTM10, II-LTM11 and II-LTZZ.

     

    With
      respect to the Class CE Certificates, 100% of the interest distributable to
      the
      Class CE Interest, expressed as a per annum rate.

     

    With
      respect to the Class SWAP-IO Interest, the Class SWAP-IO Interest shall not
      have
      a Pass-Through Rate, but interest for such Regular Interest and each
      Distribution Date shall be an amount equal to 100% of the amounts distributable
      to REMIC II Regular Interest II-LTIO for such Distribution Date.

     

    “Percentage
      Interest”: With respect to any Class of Certificates (other than the Residual
      Certificates), the undivided percentage ownership in such Class evidenced by
      such Certificate, expressed as a percentage, the numerator of which is the
      initial Certificate Principal Balance or Notional Amount represented by such
      Certificate and the denominator of which is the aggregate initial Certificate
      Principal Balance or Notional Amount of all of the Certificates of such Class.
      The Class A Certificates and the Mezzanine Certificates are issuable only in
      minimum Percentage Interests corresponding to minimum initial Certificate
      Principal Balances of $25,000 and integral multiples of $1.00 in excess thereof.
      The Class P Certificates are issuable only in Percentage Interests corresponding
      to initial Certificate Principal Balances of $20 and integral multiples thereof.
      The Class CE Certificates are issuable only in minimum Percentage Interests
      corresponding to minimum initial Certificate Principal Balances of $10,000
      and
      integral multiples of $1.00 in excess thereof; provided, however, that a single
      Certificate of each such Class of Certificates may be issued having a Percentage
      Interest corresponding to the remainder of the aggregate initial Certificate
      Principal Balance or Notional Amount of such Class or to an otherwise authorized
      denomination for such Class plus such remainder. With respect to any Residual
      Certificate, the undivided percentage ownership in such Class evidenced by
      such
      Certificate, as set forth on the face of such Certificate. The Residual
      Certificates are issuable in Percentage Interests of 20% and multiples
      thereof.

     

    “Periodic
      Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment
      Date therefor, the fixed percentage set forth in the related Mortgage Note,
      which is the maximum amount by which the Mortgage Rate for such Mortgage Loan
      may increase or decrease (without regard to the Maximum Mortgage Rate or the
      Minimum Mortgage Rate) on such Adjustment Date (other than the first Adjustment
      Date) from the Mortgage Rate in effect immediately prior to such Adjustment
      Date.

     

    “Permitted
      Investments”: Any one or more of the following obligations or securities
      acquired at a purchase price of not greater than par, regardless of whether
      issued or managed by the Depositor, the Servicer, the Master Servicer, the
      NIMS
      Insurer, the Trustee, the Trust Administrator or any of their respective
      Affiliates or for which an Affiliate of the NIMS Insurer, the Trustee or the
      Trust Administrator serves as an advisor:

     

    (i) direct
      obligations of, or obligations fully guaranteed as to timely payment of
      principal and interest by, the United States or any agency or instrumentality
      thereof, provided such obligations are backed by the full faith and credit
      of
      the United States;

     

    (ii) (A)
      demand and time deposits in, certificates of deposit of, bankers’ acceptances
      issued by or federal funds sold by any depository institution or trust company
      (including the Trustee or its agent acting in their respective commercial
      capacities) incorporated under the laws of the United States of America or
      any
      state thereof and subject to supervision and examination by federal and/or
      state
      authorities, so long as, at the time of such investment or contractual
      commitment providing for such investment, such depository institution or trust
      company (or, if the only Rating Agency is S&P, in the case of the principal
      depository institution in a depository institution holding company, debt
      obligations of the depository institution holding company) or its ultimate
      parent has a short-term uninsured debt rating in the highest available rating
      category of Moody’s, Fitch and S&P and provided that each such investment
      has an original maturity of no more than 365 days; and provided further that,
      if
      the only Rating Agency is S&P and if the depository or trust company is a
      principal subsidiary of a bank holding company and the debt obligations of
      such
      subsidiary are not separately rated, the applicable rating shall be that of
      the
      bank holding company; and, provided further that, if the original maturity
      of
      such short-term obligations of a domestic branch of a foreign depository
      institution or trust company shall exceed 30 days, the short-term rating of
      such
      institution shall be A-1+ in the case of S&P if S&P is the Rating
      Agency; and (B) any other demand or time deposit or deposit which is fully
      insured by the FDIC;

     

    (iii) repurchase
      obligations with a term not to exceed 30 days with respect to any security
      described in clause (i) above and entered into with a depository institution
      or
      trust company (acting as principal) rated A-1+ or higher by S&P, F-1+ or
      higher by Fitch and A2 or higher by Moody’s, provided, however, that collateral
      transferred pursuant to such repurchase obligation must be of the type described
      in clause (i) above and must (A) be valued daily at current market prices plus
      accrued interest, (B) pursuant to such valuation, be equal, at all times, to
      105% of the cash transferred by the Trustee in exchange for such collateral
      and
      (C) be delivered to the Trustee or, if the Trustee is supplying the collateral,
      an agent for the Trustee, in such a manner as to accomplish perfection of a
      security interest in the collateral by possession of certificated
      securities;

     

    (iv) securities
      bearing interest or sold at a discount that are issued by any corporation
      incorporated under the laws of the United States of America or any State thereof
      and that are rated by a Rating Agency in its highest long-term unsecured rating
      category at the time of such investment or contractual commitment providing
      for
      such investment;

     

    (v) commercial
      paper (including both non-interest-bearing discount obligations and
      interest-bearing obligations payable on demand or on a specified date not more
      than 30 days after the date of acquisition thereof) that is rated by a Rating
      Agency in its highest short-term unsecured debt rating available at the time
      of
      such investment;

     

    (vi) units
      of
      money market funds, including those managed or advised by the Trust
      Administrator or its Affiliates, that have been rated “AAA” by S&P, “AAA” by
      Fitch (if so rated by Fitch) and “Aaa” by Moody’s; and

     

    (vii) if
      previously confirmed in writing to the Trustee and the Trust Administrator
      and
      consented to by the NIMS Insurer, any other demand, money market or time
      deposit, or any other obligation, security or investment, as may be acceptable
      to the Rating Agencies in writing as a permitted investment of funds backing
      securities having ratings equivalent to its highest initial rating of the Class
      A Certificates;

     

    provided,
      that no instrument described hereunder shall evidence either the right to
      receive (a) only interest with respect to the obligations underlying such
      instrument or (b) both principal and interest payments derived from obligations
      underlying such instrument and the interest and principal payments with respect
      to such instrument provide a yield to maturity at par greater than 120% of
      the
      yield to maturity at par of the underlying obligations.

     

    “Permitted
      Transferee”: Any Transferee of a Residual Certificate other than a Disqualified
      Organization or Non-United States Person.

     

    “Person”:
      Any individual, corporation, partnership, limited liability company, joint
      venture, association, joint-stock company, trust, unincorporated organization
      or
      government or any agency or political subdivision thereof.

     

    “Plan”:
      Any employee benefit plan or certain other retirement plans and arrangements,
      including individual retirement accounts and annuities, Keogh plans and bank
      collective investment funds and insurance company general or separate accounts
      in which such plans, accounts or arrangements are invested, that are subject
      to
      ERISA or Section 4975 of the Code.

     

    “Prepayment
      Assumption”: As defined in the Prospectus Supplement.

     

    “Prepayment
      Charge”: With respect to any Prepayment Period, any prepayment premium, fee,
      penalty or charge payable by a Mortgagor in connection with any full or partial
      Principal Prepayment on a Mortgage Loan pursuant to the terms of the related
      Mortgage Note (other than any Servicer Prepayment Charge Payment
      Amount).

     

    “Prepayment
      Charge Schedule”: As of any date, the list of Prepayment Charges on the Mortgage
      Loans included in REMIC I on such date, attached hereto as Schedule 2 (including
      the Prepayment Charge Summary attached thereto). The Prepayment Charge Schedule
      shall set forth the following information with respect to each related Mortgage
      Loan:

     

    (i)  the
      Mortgage Loan identifying number;

     

    (ii)  a
      code
      indicating the type of Prepayment Charge;

     

    (iii)  the
      state
      of origination of the related Mortgage Loan;

     

    (iv)  the
      date
      on which the first monthly payment was due on the related Mortgage
      Loan;

     

    (v)  the
      term
      of the related Mortgage Loan; and

     

    (vi)  the
      Stated Principal Balance of the related Mortgage Loan as of the Cut-off
      Date.

     

    The
      Prepayment Charge Schedule shall be amended from time to time by the Depositor
      in accordance with the provisions of this Agreement and a copy of such amended
      Prepayment Charge Schedule shall be furnished by the Depositor to the NIMS
      Insurer and the Servicer.

     

    “Prepayment
      Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan
      that was the subject of a Principal Prepayment in full during the portion of
      the
      related Prepayment Period commencing on the first day of the calendar month
      in
      which the Distribution Date occurs and ending on the last day of the related
      Prepayment Period, an amount equal to interest (to the extent received) at
      the
      applicable Net Mortgage Rate on the amount of such Principal Prepayment for
      the
      number of days commencing on the first day of the calendar month in which such
      Distribution Date occurs and ending on the date on which such prepayment is
      so
      applied. 

     

    “Prepayment
      Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
      Loan that was the subject of a Principal Prepayment in full during the portion
      of the related Prepayment Period commencing on the first day of the related
      Prepayment Period and ending on the last day of the calendar month preceding
      the
      month in which such Distribution Date occurs, an amount equal to interest on
      the
      Mortgage Loan at the applicable Net Mortgage Rate on the amount of such
      Principal Prepayment for the number of days commencing on the date such
      Principal Prepayment was applied and ending on the last day of the calendar
      month preceding the month in which such Distribution Date occurs.

     

    “Prepayment
      Period”: With
      respect to any Distribution Date and any Principal Prepayment in full, the
      period commencing on the 16th
      day of
      the calendar month preceding the calendar month in which such Distribution
      Date
      occurs (or, in the case of the first Distribution Date, commencing on February
      1, 2006) and ending on the 15th
      day of
      the calendar month in which such Distribution Date occurs and for any
      Distribution Date and any Principal Prepayment in part, the calendar month
      preceding the month in which such Distribution Date occurs.

     

    “Principal
      Balance”: As to any Mortgage Loan other than a Liquidated Mortgage Loan, and any
      day, the related Cut-off Date Principal Balance, minus all collections credited
      against the Cut-off Date Principal Balance of any such Mortgage Loan. For
      purposes of this definition, a Liquidated Mortgage Loan shall be deemed to
      have
      a Principal Balance equal to the Principal Balance of the related Mortgage
      Loan
      as of the final recovery of related Liquidation Proceeds and a Principal Balance
      of zero thereafter. As to any REO Property and any day, the Principal Balance
      of
      the related Mortgage Loan immediately prior to such Mortgage Loan becoming
      REO
      Property minus any REO Principal Amortization received with respect thereto
      on
      or prior to such day.

     

    “Principal
      Distribution Amount”: For any Distribution Date will be the sum of (i) the
      principal portion of all scheduled monthly payments on the Mortgage Loans due
      during the related Due Period, whether or not received on or prior to the
      related Determination Date; (ii) the principal portion of all proceeds received
      in respect of the repurchase of a Mortgage Loan (or, in the case of a
      substitution, certain amounts representing a principal adjustment) during the
      related Prepayment Period; (iii) the principal portion of all related Net
      Liquidation Proceeds, Insurance Proceeds, Subsequent Recoveries and all full
      and
      partial principal prepayments, received during the related Prepayment Period,
      to
      the extent applied as recoveries of principal on the Mortgage Loans and (iv)
      any
      Extra Principal Distribution Amount for such Distribution Date minus (v) any
      Overcollateralization Release Amount for such Distribution Date. In no event
      will the Principal Distribution Amount with respect to any Distribution Date
      be
      (x) less than zero or (y) greater than the then outstanding aggregate
      Certificate Principal Balance of the Class A and Mezzanine Certificates.


     

    “Principal
      Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
      which is received in advance of its scheduled Due Date and which is not
      accompanied by an amount of interest representing the full amount of scheduled
      interest due on any Due Date in any month or months subsequent to the month
      of
      prepayment. 

     

    “Principal
      Remittance Amount”: With respect to any Distribution Date, the sum of the
      amounts set forth in clauses (i) through (iii) of the definition of Principal
      Distribution Amount.

     

    “Prospectus
      Supplement”: That certain Prospectus Supplement dated February 15, 2006 relating
      to the public offering of the Class A Certificates and the Mezzanine
      Certificates (other than the Class M-9, Class M-10 and Class M-11
      Certificates).

     

    “Purchase
      Price”: With respect to any Mortgage Loan or REO Property to be purchased
      pursuant to or as contemplated by Section 2.03, Section 3.16(c) or
      Section 9.01, and as confirmed by an Officers’ Certificate from the
      Servicer and to the Trustee an amount equal to the sum of (i) 100% of the Stated
      Principal Balance thereof as of the date of purchase (or such other price as
      provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued
      interest on such Stated Principal Balance at the applicable Net Mortgage Rate
      in
      effect from time to time from the Due Date as to which interest was last covered
      by a payment by the Mortgagor or an Advance, which payment or Advance had as
      of
      the date of purchase been distributed pursuant to Section 4.01, through the
      end of the calendar month in which the purchase is to be effected and (y) an
      REO
      Property, the sum of (1) accrued interest on such Stated Principal Balance
      at
      the applicable Net Mortgage Rate in effect from time to time from the Due Date
      as to which interest was last covered by a payment by the Mortgagor or an
      Advance by the Servicer through the end of the calendar month immediately
      preceding the calendar month in which such REO Property was acquired, plus
      (2)
      REO Imputed Interest for such REO Property for each calendar month commencing
      with the calendar month in which such REO Property was acquired and ending
      with
      the calendar month in which such purchase is to be effected, net of the total
      of
      all net rental income, Insurance Proceeds, Liquidation Proceeds and Advances
      that as of the date of purchase had been distributed as or to cover REO Imputed
      Interest pursuant to Section 4.01, (iii) any unreimbursed Advances and
      Servicing Advances (including Nonrecoverable Advances and Nonrecoverable
      Servicing Advances) and any unpaid Servicing Fees allocable to such Mortgage
      Loan or REO Property, (iv) any amounts previously withdrawn from the Collection
      Account pursuant to Section 3.11(a)(ix) and Section 3.16(b) or the Distribution
      Account in respect of such Mortgage Loan or REO Property, and (v) in the case
      of
      a Mortgage Loan required to be purchased pursuant to Section 2.03, expenses
      reasonably incurred or to be incurred by the Servicer, the Master Servicer,
      the
      NIMS Insurer, the Trust Administrator or the Trustee in respect of the breach
      or
      defect giving rise to the purchase obligation including any costs and damages
      incurred by the Trust in connection with any violation by such loan of any
      predatory or abusive lending law. 

     

    “Qualified
      Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
      Loan pursuant to the terms of this Agreement which must, on the date of such
      substitution, (i) have an outstanding Stated Principal Balance, after
      application of all scheduled payments of principal and interest due during
      or
      prior to the month of substitution, not in excess of, and not more than 5%
      less
      than, the Stated Principal Balance of the Deleted Mortgage Loan as of the Due
      Date in the calendar month during which the substitution occurs, (ii) have
      a
      Mortgage Rate not less than (and not more than one percentage point in excess
      of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) with respect to any
      Adjustable-Rate Mortgage Loan, have a Maximum Mortgage Rate not less than the
      Maximum Mortgage Rate of the Deleted Mortgage Loan, (iv) with respect to any
      Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the
      Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) with respect to any
      Adjustable-Rate Mortgage Loan, have a Gross Margin equal to or greater than
      the
      Gross Margin of the Deleted Mortgage Loan, (vi) with respect to any
      Adjustable-Rate Mortgage Loan, have a next Adjustment Date not more than two
      months later than the next Adjustment Date on the Deleted Mortgage Loan, (vii)
      have a remaining term to maturity not greater than (and not more than one year
      less than) that of the Deleted Mortgage Loan, (viii) have the same Due Date
      as
      the Due Date on the Deleted Mortgage Loan, (ix) have a Loan-to-Value Ratio
      as of
      the date of substitution equal to or lower than the Loan-to-Value Ratio of
      the
      Deleted Mortgage Loan as of such date, (x) have a risk grading determined by
      the
      Originator at least equal to the risk grading assigned on the Deleted Mortgage
      Loan, (xi) have a Prepayment Charge provision at least equal to the Prepayment
      Charge provision in the Deleted Mortgage Loan, (xii) [reserved] and (xiii)
      conform to each representation and warranty set forth in Section 6 of the
      Mortgage Loan Purchase Agreement applicable to the Deleted Mortgage Loan. In
      the
      event that one or more mortgage loans are substituted for one or more Deleted
      Mortgage Loans, the amounts described in clause (i) hereof shall be determined
      on the basis of aggregate principal balances, the Mortgage Rates described
      in
      clause (ii) hereof shall be determined on the basis of weighted average Mortgage
      Rates, the terms described in clause (vii) hereof shall be determined on the
      basis of weighted average remaining term to maturity, the Loan-to-Value Ratios
      described in clause (ix) hereof shall be satisfied as to each such mortgage
      loan, the risk gradings described in clause (x) hereof shall be satisfied as
      to
      each such mortgage loan and, except to the extent otherwise provided in this
      sentence, the representations and warranties described in clause (xiii) hereof
      must be satisfied as to each Qualified Substitute Mortgage Loan or in the
      aggregate, as the case may be. 

     

    “Rating
      Agency” or “Rating Agencies”: Moody’s, Fitch and S&P or their successors. If
      such agencies or their successors are no longer in existence, “Rating Agencies”
shall be such nationally recognized statistical rating agencies, or other
      comparable Persons, designated by the Depositor, notice of which designation
      shall be given to the Trustee and the Master Servicer.

     

    “Realized
      Loss”: With respect to any Liquidated Mortgage Loan or any Mortgage Loan charged
      off by the Servicer pursuant to this Agreement, the amount of loss realized
      equal to the portion of the Stated Principal Balance remaining unpaid after
      application of all Net Liquidation Proceeds in respect of such Mortgage Loan.
      If
      the Servicer receives Subsequent Recoveries with respect to any Mortgage Loan,
      the amount of the Realized Loss with respect to that Mortgage Loan will be
      reduced to the extent such recoveries are applied to principal distributions
      on
      any Distribution Date.

     

    “Record
      Date”: With respect to each Distribution Date and any Book-Entry Certificate,
      the Business Day immediately preceding such Distribution Date. With respect
      to
      each Distribution Date and any other Certificates, including any Definitive
      Certificates, the last Business Day of the month immediately preceding the
      month
      in which such Distribution Date occurs.

     

    “Reference
      Banks”: Deutsche Bank AG, Barclay’s Bank PLC, The Tokyo Mitsubishi Bank and
      National Westminster Bank PLC and their successors in interest; provided,
      however, that if any of the foregoing banks are not suitable to serve as a
      Reference Bank, then any leading banks selected by the Trust Administrator
      (after consultation with the NIMS Insurer) which are engaged in transactions
      in
      Eurodollar deposits in the international Eurocurrency market (i) with an
      established place of business in London, (ii) not controlling, under the control
      of or under common control with the Depositor or any Affiliate thereof and
      (iii)
      which have been designated as such by the Trust Administrator.

     

    “Refinanced
      Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
      the related Mortgaged Property.

     

    “Regular
      Certificate”: Any Class A Certificate, Mezzanine Certificate, Class CE
      Certificate or Class P Certificate.

     

    “Regular
      Interest”: A “regular interest” in a REMIC within the meaning of
      Section 860G(a)(1) of the Code.

     

    “Regulation
      AB”: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100 - 229.1123, as such may be amended from time to time, and subject
      to
      such clarification and interpretation as have been provided by the Commission
      in
      the adopting release (Asset-Backed Securities, Securities Act Release No.
      33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
      Commission, or as may be provided by the Commission or its staff from time
      to
      time. 

     

    “Relevant
      Servicing Criteria”: The Servicing Criteria applicable to the various parties,
      as set forth on Exhibit O attached hereto. For clarification purposes, multiple
      parties can have responsibility for the same Relevant Servicing
      Criteria.

     

    “Relief
      Act”: The Servicemembers Civil Relief Act and any similar state
      laws.

     

    “Relief
      Act Interest Shortfall”: With respect to any Distribution Date and any Mortgage
      Loan, any reduction in the amount of interest collectible on such Mortgage
      Loan
      for the most recently ended calendar month as a result of the application of
      the
      Relief Act or any similar state or local law.

     

    “REMIC”:
      A “real estate mortgage investment conduit” within the meaning of
      Section 860D of the Code.

     

    “REMIC
      I”: The segregated pool of assets subject hereto, constituting the primary trust
      created hereby and to be administered hereunder, with respect to which a REMIC
      election is to be made, consisting of: (i) such Mortgage Loans and Prepayment
      Charges as from time to time are subject to this Agreement, together with the
      Mortgage Files relating thereto, and together with all collections thereon
      and
      proceeds thereof; (ii) any REO Property, together with all collections thereon
      and proceeds thereof; (iii) the Trustee’s rights with respect to the Mortgage
      Loans under all insurance policies, required to be maintained pursuant to this
      Agreement and any proceeds thereof; (iv) the Depositor’s rights under the
      Mortgage Loan Purchase Agreement (including any security interest created
      thereby); and (v) the Collection Account (other than any amounts representing
      any Servicer Prepayment Charge Payment Amount), the Distribution Account (other
      than any amounts representing any Servicer Prepayment Charge Payment Amount)
      and
      any REO Account, and such assets that are deposited therein from time to time
      and any investments thereof, together with any and all income, proceeds and
      payments with respect thereto. Notwithstanding the foregoing, however, REMIC
      I
      specifically excludes the Net WAC Rate Carryover Reserve Account, the Interest
      Rate Swap Agreement, the Swap Account, the Supplemental Interest Trust, any
      Servicer Prepayment Charge Payment Amounts, all payments and other collections
      of principal and interest due on the Mortgage Loans on or before the Cut-off
      Date and all Prepayment Charges payable in connection with Principal Prepayments
      made before the Cut-off Date. 

     

    “REMIC
      I
      Regular Interest”: Any of the separate non-certificated beneficial ownership
      interests in REMIC I issued hereunder and designated as a “regular interest” in
      REMIC I. Each REMIC I Regular Interest shall accrue interest at the related
      REMIC I Remittance Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto. The designations for the respective
      REMIC I Regular Interests are set forth in the Preliminary Statement hereto.
      

     

    “REMIC
      I
      Remittance Rate”: With respect to REMIC I Regular Interest I, a per annum rate
      equal to the weighted average Adjusted Net Mortgage Rate of the Mortgage Loans.
      With respect to each REMIC I Regular Interest ending with the designation “A”, a
      per annum rate equal to the weighted average Adjusted Net Mortgage Rate of
      the
      Mortgage Loans multiplied by 2, subject to a maximum rate of 9.344%. With
      respect to each REMIC I Regular Interest ending with the designation “B”, the
      greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied
      by the weighted average Net Mortgage Rate of the Mortgage Loans over (ii) 9.344%
      and (y) 0.00%. 

     

    “REMIC
      II”: The segregated pool of assets consisting of all of the REMIC I Regular
      Interests conveyed in trust to the Trustee, for the benefit of the REMIC II
      Certificateholders pursuant to Section 2.07, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

    “REMIC
      II
      Interest Loss Allocation Amount”: With respect to any Distribution Date, an
      amount (subject to adjustment based on the actual number of days elapsed in
      the
      respective Accrual Periods for the indicated Regular Interests for such
      Distribution Date) equal to (a) the product of the aggregate Stated Principal
      Balance of the Mortgage Loans and REO Properties then outstanding and (ii)
      the
      REMIC II Remittance Rate for REMIC II Regular Interest II-LTAA minus the Marker
      Rate, divided by (b) 12.

     

    “REMIC
      II
      Overcollateralized Amount”: With respect to any date of determination, (i) 1% of
      the aggregate Uncertificated Balance of the REMIC II Regular Interests (other
      than REMIC II Regular Interest II-LTP and REMIC II Regular Interest II-LTIO)
      minus (ii) the aggregate Uncertificated Balance of REMIC II Regular Interest
      II-LTA1, REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3,
      REMIC II Regular Interest II-LTA4, REMIC II Regular Interest II-LTM1, REMIC
      II
      Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular
      Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest
      II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8,
      REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC
      II Regular Interest II-LTM11, in each case as of such date of
      determination.

     

    “REMIC
      II
      Principal Loss Allocation Amount”: With respect to any Distribution Date, an
      amount equal to the product of (i) the aggregate Stated Principal Balance of
      the
      Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction,
      the numerator of which is two times the aggregate Uncertificated Balance of
      REMIC II Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2, REMIC
      II
      Regular Interest II-LTA3, REMIC II Regular Interest II-LTA4, REMIC II Regular
      Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
      II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5,
      REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC
      II
      Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular
      Interest II-LTM10, REMIC II Regular Interest II-LTM11 and the denominator of
      which is the aggregate Uncertificated Balance of REMIC II Regular Interest
      II-LTA1, REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3,
      REMIC II Regular Interest II-LTA4, REMIC II Regular Interest II-LTM1, REMIC
      II
      Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular
      Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest
      II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8,
      REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10, REMIC
      II
      Regular Interest II-LTM11 and REMIC II Regular Interest II-LTZZ.

     

    “REMIC
      II
      Regular Interest”: Any of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a “regular interest” in
      REMIC II. Each REMIC II Regular Interest shall accrue interest at the related
      REMIC II Remittance Rate in effect from time to time, and shall be entitled
      to
      distributions of principal (other than REMIC II Regular Interest II-LTIO),
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement hereto.
      The REMIC II Regular Interests are as follows: REMIC II Regular Interest
      II-LTAA, REMIC II Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2,
      REMIC II Regular Interest II-LTA3, REMIC II Regular Interest II-LTA4, REMIC
      II
      Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular
      Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest
      II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7,
      REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC
      II
      Regular Interest II-LTM10, REMIC II Regular Interest II-LTM11, REMIC II Regular
      Interest II-LTP, REMIC II Regular Interest I-TLZZ and REMIC II Regular Interest
      II-LTIO. REMIC II Regular Interest II-LTP shall also be entitled to any
      Prepayment Charges received by the Trust Fund.

     

    “REMIC
      II
      Remittance Rate”: With respect to REMIC II Regular Interest II-LTAA, REMIC II
      Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2, REMIC II Regular
      Interest II-LTA3, REMIC II Regular Interest II-LTA4, REMIC II Regular Interest
      II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3,
      REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC
      II
      Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular
      Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest
      II-LTM10, REMIC II Regular Interest II-LTM11, REMIC II Regular Interest II-LTZZ,
      REMIC II Regular Interest II-LTP, a per annum rate (but not less than zero)
      equal to the weighted average of (w) with respect to REMIC I Regular Interests
      ending with the designation “B”, the weighted average of the REMIC I Remittance
      Rates for such REMIC I Regular Interests, weighted on the basis of the
      Uncertificated Principal Balance of such REMIC I Regular Interests for each
      such
      Distribution Date and (x) with respect to REMIC I Regular Interests ending
      with
      the designation “A”, for each Distribution Date listed below, the weighted
      average of the rates listed below for each such REMIC I Regular Interest listed
      below, weighted on the basis of the Uncertificated Principal Balance of each
      such REMIC I Regular Interest for each such Distribution Date:

     

    
      	
              Distribution
                Date

            	
              REMIC
                I Regular Interest

            	
              Rate

            
	
              1
                

            	
              I-1-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	
              2

            	
              I-2-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A

            	
              REMIC
                I Remittance Rate

            
	
              3

            	
              I-3-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                and I-2-A

            	
              REMIC
                I Remittance Rate

            
	
              4

            	
              I-4-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-3-A

            	
              REMIC
                I Remittance Rate

            
	
              5

            	
              I-5-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-4-A

            	
              REMIC
                I Remittance Rate

            
	
              6

            	
              I-6-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-5-A

            	
              REMIC
                I Remittance Rate

            
	
              7

            	
              I-7-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-6-A

            	
              REMIC
                I Remittance Rate

            
	
              8

            	
              I-8-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-7-A

            	
              REMIC
                I Remittance Rate

            
	
              9

            	
              I-9-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-8-A

            	
              REMIC
                I Remittance Rate

            
	
              10

            	
              I-10-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-9-A

            	
              REMIC
                I Remittance Rate

            
	
              11

            	
              I-11-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-10-A

            	
              REMIC
                I Remittance Rate

            
	
              12

            	
              I-12-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-11-A

            	
              REMIC
                I Remittance Rate

            
	
              13

            	
              I-13-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-12-A

            	
              REMIC
                I Remittance Rate

            
	
              14

            	
              I-14-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-13-A

            	
              REMIC
                I Remittance Rate

            
	
              15

            	
              I-15-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-14-A

            	
              REMIC
                I Remittance Rate

            
	
              16

            	
              I-16-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-15-A

            	
              REMIC
                I Remittance Rate

            
	
              17

            	
              I-17-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-16-A

            	
              REMIC
                I Remittance Rate

            
	
              18

            	
              I-18-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-17-A

            	
              REMIC
                I Remittance Rate

            
	
              19

            	
              I-19-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-18-A

            	
              REMIC
                I Remittance Rate

            
	
              20

            	
              I-20-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-19-A

            	
              REMIC
                I Remittance Rate

            
	
              21

            	
              I-21-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-20-A

            	
              REMIC
                I Remittance Rate

            
	
              22

            	
              I-22-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-21-A

            	
              REMIC
                I Remittance Rate

            
	
              23

            	
              I-22-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-21-A

            	
              REMIC
                I Remittance Rate

            
	
              24

            	
              I-24-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-23-A

            	
              REMIC
                I Remittance Rate

            
	
              25

            	
              I-25-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-24-A

            	
              REMIC
                I Remittance Rate

            
	
              26

            	
              I-26-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-25-A

            	
              REMIC
                I Remittance Rate

            
	
              27

            	
              I-27-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-26-A

            	
              REMIC
                I Remittance Rate

            
	
              28

            	
              I-28-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-27-A

            	
              REMIC
                I Remittance Rate

            
	
              29

            	
              I-29-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-28-A

            	
              REMIC
                I Remittance Rate

            
	
              30

            	
              I-30-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-29-A

            	
              REMIC
                I Remittance Rate

            
	
              31

            	
              I-31-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-30-A

            	
              REMIC
                I Remittance Rate

            
	
              32

            	
              I-32-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-31-A

            	
              REMIC
                I Remittance Rate

            
	
              33

            	
              I-33-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-32-A

            	
              REMIC
                I Remittance Rate

            
	
              34

            	
              I-34-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-33-A

            	
              REMIC
                I Remittance Rate

            
	
              35

            	
              I-35-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-34-A

            	
              REMIC
                I Remittance Rate

            
	
              36

            	
              I-36-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-35-A

            	
              REMIC
                I Remittance Rate

            
	
              37

            	
              I-37-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-36-A

            	
              REMIC
                I Remittance Rate

            
	
              38

            	
              I-38-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-37-A

            	
              REMIC
                I Remittance Rate

            
	
              39

            	
              I-39-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-38-A

            	
              REMIC
                I Remittance Rate

            
	
              40

            	
              I-40-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-39-A

            	
              REMIC
                I Remittance Rate

            
	
              41

            	
              I-41-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-40-A

            	
              REMIC
                I Remittance Rate

            
	
              42

            	
              I-42-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-41-A

            	
              REMIC
                I Remittance Rate

            
	
              43

            	
              I-43-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-42-A

            	
              REMIC
                I Remittance Rate

            
	
              44

            	
              I-44-A
                and I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-45-A

            	
              REMIC
                I Remittance Rate

            
	
              45

            	
              I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-44-A

            	
              REMIC
                I Remittance Rate

            
	
              thereafter

            	
              I-1-A
                through I-45-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            


    

    


    With
      respect to REMIC II Regular Interest II-LTIO, and (i) the first Distribution
      Date through the 45th
      Distribution Date, the excess of (x) the weighted average of the REMIC I
      Remittance Rates for REMIC I Regular Interests ending with the designation
“A”,
      over (y) 2 multiplied by Swap LIBOR, and (ii) thereafter, 0.00%.

     

    “REMIC
      II
      Required Overcollateralized Amount”: 1.00% of the Overcollateralization Target
      Amount.

     

    “REMIC
      III”: The segregated pool of assets consisting of all of the REMIC II Regular
      Interests conveyed in trust to the Trustee, for the benefit of the REMIC III
      Certificateholders pursuant to Section 2.07, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

    “REMIC
      III Certificate”: Any Regular Certificate (other than a Class CE Certificate or
      Class P Certificate) or Class R Certificate.

     

    “REMIC
      III Certificateholder”: The Holder of any REMIC III Certificate.

     

    “REMIC
      III Regular Interest”: Any Class A Certificate, Mezzanine Certificate, the Class
      CE Interest, the Class P Interest or Class Swap-IO Interest. 

     

    “REMIC
      IV”: The segregated pool of assets consisting of all of the Class CE Interest
      conveyed in trust to the Trustee, for the benefit of the Holders of the Class
      CE
      Certificates and the Class R-X Certificate (in respect of the Class R-IV
      Interest), pursuant to Article II hereunder, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

    “REMIC
      V”: The segregated pool of assets consisting of all of the Class P Interest
      conveyed in trust to the Trustee, for the benefit of the Holders of the Class
      P
      Certificates and the Class R-X Certificate (in respect of the Class R-V
      Interest), pursuant to Article II hereunder, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

    “REMIC
      VI”: The segregated pool of assets consisting of all of the Class Swap-IO
      Interest conveyed in trust to the Trustee, for the benefit of the Holders of
      the
      REMIC VI Regular Interest SWAP-IO and the Class R-X Certificate (in respect
      of
      the Class R-VI Interest), pursuant to Article II hereunder, and all amounts
      deposited therein, with respect to which a separate REMIC election is to be
      made.

     

    “REMIC
      Provisions”: Provisions of the federal income tax law relating to REMICs, which
      appear at Section 860A through 860G of the Code, and related provisions, and
      proposed, temporary and final regulations and published rulings, notices and
      announcements promulgated thereunder, as the foregoing may be in effect from
      time to time. 

     

    “REMIC
      Regular Interest”: Any REMIC I Regular Interest, REMIC II Regular Interest,
      REMIC III Regular Interest or REMIC VI Regular Interest SWAP-IO.

     

    “REMIC
      Remittance Rate”: The REMIC I Remittance Rate or the REMIC II Remittance
      Rate.

     

    “Remittance
      Report”: A report prepared by the Servicer and delivered to the Trust
      Administrator and the NIMS Insurer pursuant to Section 4.03.

     

    “Rents
      from Real Property”: With respect to any REO Property, gross income of the
      character described in Section 856(d) of the Code as being included in the
      term “rents from real property.”

     

    “REO
      Account”: The account or accounts maintained, or caused to be maintained, by the
      Servicer in respect of an REO Property pursuant to Section 3.23.

     

    “REO
      Disposition”: The sale or other disposition of an REO Property on behalf of
      REMIC I.

     

    “REO
      Imputed Interest”: As to any REO Property, for any calendar month during which
      such REO Property was at any time part of REMIC I, one month’s interest at the
      applicable Net Mortgage Rate on the Stated Principal Balance of such REO
      Property (or, in the case of the first such calendar month, of the related
      Mortgage Loan, if appropriate) as of the close of business on the Distribution
      Date in such calendar month.

     

    “REO
      Principal Amortization”: With respect to any REO Property, for any calendar
      month, the excess, if any, of (a) the aggregate of all amounts received in
      respect of such REO Property during such calendar month, whether in the form
      of
      rental income, sale proceeds (including, without limitation, that portion of
      the
      Termination Price paid in connection with a purchase of all of the Mortgage
      Loans and REO Properties pursuant to Section 9.01 that is allocable to such
      REO
      Property) or otherwise, net of any portion of such amounts (i) payable pursuant
      to Section 3.23(c) in respect of the proper operation, management and
      maintenance of such REO Property or (ii) payable or reimbursable to the Servicer
      pursuant to Section 3.23(d) for unpaid Servicing Fees in respect of the related
      Mortgage Loan and unreimbursed Advances and Servicing Advances in respect of
      such REO Property or the related Mortgage Loan, over (b) the REO Imputed
      Interest in respect of such REO Property for such calendar month. 

     

    “REO
      Property”: A Mortgaged Property acquired by the Servicer on behalf of REMIC I
      through foreclosure or deed-in-lieu of foreclosure, as described in Section
      3.23.

     

    “Reportable
      Event”: The meaning set forth in Section 4.06(a)(iii).

     

    “Request
      for Release”: A request for release in such electronic or other format as shall
      be mutually agreed to by the Custodian and the Servicer, in substantially the
      form of Exhibit E attached hereto.

     

    “Reserve
      Interest Rate”: With respect to any Interest Determination Date, the rate per
      annum that the Trust Administrator determines to be either (i) the arithmetic
      mean (rounded upwards if necessary to the nearest whole multiple of 1/16%)
      of
      the one-month U.S. dollar lending rates which New York City banks selected
      by
      the Trust Administrator are quoting on the relevant Interest Determination
      Date
      to the principal London offices of leading banks in the London interbank market
      or (ii) in the event that the Trust Administrator can determine no such
      arithmetic mean, the lowest one-month U.S. dollar lending rate which New York
      City banks selected by the Trust Administrator are quoting on such Interest
      Determination Date to leading European banks.

     

    “Residential
      Dwelling”: Any one of the following: (i) a detached one-family dwelling, (ii) a
      detached two- to four-family dwelling, (iii) a one-family dwelling unit in
      a
      Fannie Mae eligible condominium project, (iv) a manufactured home, or (v) a
      detached one-family dwelling in a planned unit development, none of which is
      a
      co-operative or mobile home.

     

    “Residual
      Certificate”: Any one of the Class R Certificates and the Class R-X
      Certificates.

     

    “Residual
      Interest”: The sole class of “residual interests” in a REMIC within the meaning
      of Section 860G(a)(2) of the Code.

     

    “Responsible
      Officer”: When used with respect to the Trustee or the Trust Administrator, the
      Chairman or Vice Chairman of the Board of Directors or Trustees, the Chairman
      or
      Vice Chairman of the Executive or Standing Committee of the Board of Directors
      or Trustees, the President, the Chairman of the Committee on Trust Matters,
      any
      vice president, any assistant vice president, the Secretary, any assistant
      secretary, the Treasurer, any assistant treasurer, the Cashier, any assistant
      cashier, any trust officer or assistant trust officer, the Controller and any
      assistant controller or any other officer of the Trustee or the Trust
      Administrator, as applicable, customarily performing functions similar to those
      performed by any of the above designated officers, in each case, having direct
      responsibility for the administration of this Agreement and, with respect to
      a
      particular matter relating to this Agreement, to whom such matter is referred
      because of such officer’s knowledge of and familiarity with the particular
      subject.

     

    “S&P”:
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
      Inc., or its successor in interest.

     

    “Sarbanes-Oxley
      Act”: The Sarbanes-Oxley Act of 2002 and the rules and regulations of the
      Commission promulgated thereunder (including any interpretations thereof by
      the
      Commission’s staff).

     

    “Sarbanes-Oxley
      Certification”: The meaning set forth in Section 4.06(a)(iv).

     

    “Securities
      Act”: The Securities Act of 1933, as amended, and the rules and regulations
      thereunder.

     

    “Seller”:
      UBS Real Estate Securities Inc. or its successor in interest, in its capacity
      as
      Seller under the Mortgage Loan Purchase Agreement.

     

    “Senior
      Principal Distribution Amount”: The excess of (x) the aggregate Certificate
      Principal Balance of the Class A Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 58.00% and
      (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the excess of the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) over $4,575,843.60.

     

    “Servicer”:
      Wells Fargo Bank, N.A. or any successor Servicer appointed as herein provided,
      each in its capacity as a Servicer hereunder. 

     

    “Servicer
      Event of Default”: One or more of the events described in Section
      7.01(a).

     

    “Servicer
      Prepayment Charge Payment Amount”: The amounts payable by the Servicer in
      respect of any waived Prepayment Charges pursuant to Section
      2.05(a).

     

    “Servicer
      Remittance Date”: With respect to any Distribution Date, the 18th
      day of
      the calendar month in which such Distribution Date occurs or, if such
      18th
      day is
      not a Business Day, the Business Day immediately following.

     

    “Servicing
      Account”: The account or accounts created and maintained pursuant to Section
      3.09.

     

    “Servicing
      Advances”: The reasonable “out-of-pocket” costs and expenses incurred by the
      Servicer in connection with a default, delinquency or other unanticipated event
      by the Servicer in the performance of its servicing obligations, including,
      but
      not limited to, the cost of (i) the preservation, restoration and protection
      of
      a Mortgaged Property, (ii) any enforcement or judicial proceedings, including
      foreclosures, in respect of a particular Mortgage Loan, including any expenses
      incurred in relation to any such proceedings that result from the Mortgage
      Loan
      being registered on the MERS System, (iii) the management (including reasonable
      fees in connection therewith) and liquidation of any REO Property, (iv) the
      performance of its obligations under Section 3.01, Section 3.09, Section 3.13,
      Section 3.14, Section 3.16 and Section 3.23. Servicing Advances shall also
      include any reasonable “out-of-pocket” costs and expenses (including legal fees)
      incurred by the Servicer in connection with executing and recording instruments
      of satisfaction, deeds of reconveyance or Assignments of Mortgage in connection
      with any foreclosure in respect of any Mortgage Loan to the extent not recovered
      from the related Mortgagor or otherwise payable under this Agreement. The
      Servicer shall not be required to make any Servicing Advance in respect of
      a
      Mortgage Loan or REO Property that, in the good faith business judgment of
      the
      Servicer, would not be ultimately recoverable from related Insurance Proceeds
      or
      Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.
      The Servicer shall not be required to make any Servicing Advance that would
      be a
      Nonrecoverable Advance.

     

    “Servicing
      Fee”: With respect to each Mortgage Loan, the amount of the annual fee paid to
      the Servicer, which shall, for a period of one full month, be equal to
      one-twelfth of the product of (a) the Servicing Fee Rate (without regard to
      the
      words “per annum”) and (b) the outstanding principal balance of such Mortgage
      Loan. Such fee shall be payable monthly, computed on the basis of the same
      principal amount and period respecting which any related interest payment on
      a
      Mortgage Loan is received. The obligation for payment of the Servicing Fee
      is
      limited to, and the Servicing Fee is payable solely from, the interest portion
      (including recoveries with respect to interest from Liquidation Proceeds) of
      such Monthly Payment collected by the Servicer, or as otherwise provided under
      Section 3.11.

     

    “Servicing
      Fee Rate”: With respect to each Mortgage Loan, the rate of 0.50% per
      annum.

     

    “Servicing
      Officer”: Any employee of the Servicer involved in, or responsible for, the
      administration and servicing of the Mortgage Loans, whose name appear on a
      list
      of Servicing Officers furnished by the Servicer to the Master Servicer, the
      Trust Administrator, the Trustee and the Depositor, upon request, as such list
      may from time to time be amended. With respect to the Master Servicer, any
      officer of the Master Servicer involved in or responsible for, the
      administration and master servicing of the Mortgage Loans whose name appears
      on
      a list of master Servicing Officers furnished by the Master Servicer to the
      Trustee, the Trust Administrator and the Depositor upon request, as such list
      may from time to time be amended.

     

    “Servicing
      Transfer Costs”: Shall mean all reasonable out-of-pocket costs and expenses
      incurred by the Trustee or the Master Servicer in connection with the transfer
      of servicing from a predecessor servicer, including, without limitation, any
      reasonable costs or expenses associated with the complete transfer of all
      servicing data and the completion, correction or manipulation of such servicing
      data as may be required by the Trustee or the Master Servicer to correct any
      errors or insufficiencies in the servicing data or otherwise to enable the
      Trustee or the Master Servicer to service the Mortgage Loans properly and
      effectively.

     

    “Significance
      Percentage”: The percentage equivalent of a fraction, the numerator of which is
      the net present value of the estimated future amounts payable under the Interest
      Rate Swap Agreement and the denominator of which is the aggregate Certificate
      Principal Balance of the Class A Certificates, the Mezzanine Certificates and
      the Class CE Certificates on such Distribution Date (after giving effect to
      all
      distributions on such Distribution Date), in each case as determined pursuant
      to
      Section 4.02(b). 

     

    “Single
      Certificate”: With respect to any Class of Certificates (other than the Class P
      Certificates and the Residual Certificates), a hypothetical Certificate of
      such
      Class evidencing a Percentage Interest for such Class corresponding to an
      initial Certificate Principal Balance of $1,000. With respect to the Class
      P
      Certificates and the Residual Certificates, a hypothetical Certificate of such
      Class evidencing a 100% Percentage Interest in such Class.

     

    “Startup
      Day”: With respect to each Trust REMIC, the day designated as such pursuant to
      Section 10.01(b) hereof.

     

    “Stated
      Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
      determination up to but not including the Distribution Date on which the
      proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
      would be distributed, the Cut-off Date Principal Balance of such Mortgage Loan,
      as shown in the Mortgage Loan Schedule, minus the sum of (i) the principal
      portion of each Monthly Payment due on a Due Date subsequent to the Cut-off
      Date, to the extent received from the Mortgagor or advanced by the Servicer
      and
      distributed pursuant to Section 4.01 on or before such date of
      determination, (ii) all Principal Prepayments received after the Cut-off Date,
      to the extent distributed pursuant to Section 4.01 on or before such date
      of determination, (iii) all Liquidation Proceeds and Insurance Proceeds applied
      by the Servicer as recoveries of principal in accordance with the provisions
      of
      Section 3.16, to the extent distributed pursuant to Section 4.01 on or
      before such date of determination, and (iv) any Realized Loss incurred with
      respect thereto as a result of a Deficient Valuation made during or prior to
      the
      Prepayment Period for the most recent Distribution Date coinciding with or
      preceding such date of determination; and (b) as of any date of determination
      coinciding with or subsequent to the Distribution Date on which the proceeds,
      if
      any, of a Liquidation Event with respect to such Mortgage Loan would be
      distributed, zero. With respect to any REO Property: (a) as of any date of
      determination up to but not including the Distribution Date on which the
      proceeds, if any, of a Liquidation Event with respect to such REO Property
      would
      be distributed, an amount (not less than zero) equal to the Stated Principal
      Balance of the related Mortgage Loan as of the date on which such REO Property
      was acquired on behalf of REMIC I, minus the sum of (i) if such REO Property
      was
      acquired before the Distribution Date in any calendar month, the principal
      portion of the Monthly Payment due on the Due Date in the calendar month of
      acquisition, to the extent advanced by the Servicer and distributed pursuant
      to
      Section 4.01 on or before such date of determination, and (ii) the
      aggregate amount of REO Principal Amortization in respect of such REO Property
      for all previously ended calendar months, to the extent distributed pursuant
      to
      Section 4.01 on or before such date of determination; and (b) as of any
      date of determination coinciding with or subsequent to the Distribution Date
      on
      which the proceeds, if any, of a Liquidation Event with respect to such REO
      Property would be distributed, zero.

     

    “Stepdown
      Date”: The earlier to occur of (i) the Distribution Date on which the aggregate
      Certificate Principal Balance of the Class A Certificates has been reduced
      to
      zero and (ii) the later to occur of (x) the Distribution Date occurring in
      March
      2009 and (y) the first Distribution Date on which the Credit Enhancement
      Percentage (calculated for this purpose only after taking into account payments
      of principal on the Mortgage Loans) for the Class A Certificates is equal to
      or
      greater than 42.00%. 

     

    “Subordinate
      Certificates”: The Mezzanine Certificates and the Class CE Certificates.


     

    “Sub-Servicer”:
      Any Person with which the Servicer has entered into a Sub-Servicing
      Agreement.

     

    “Sub-Servicing
      Account”: An account established by a Sub-Servicer which meets the requirements
      set forth in Section 3.08 and is otherwise acceptable to the
      Servicer.

     

    “Sub-Servicing
      Agreement”: The written contract between the Servicer and a Sub-Servicer,
      relating to servicing and administration of certain Mortgage Loans, which meets
      the requirements set forth in Section 3.02. 

     

    “Subsequent
      Recoveries”: As of any Distribution Date, unexpected amounts received by the
      Servicer (net of any related expenses permitted to be reimbursed to the Servicer
      or the Master Servicer) specifically related to a Mortgage Loan that was the
      subject of a liquidation or an REO Disposition prior to the related Prepayment
      Period that resulted in a Realized Loss.

     

    “Substitution
      Adjustment Amount”: As defined in Section 2.03(b).

     

    “Supplemental
      Interest Trust”: As defined in Section 4.08(a).

     

    “Supplemental
      Interest Trust Trustee”: Wells Fargo Bank, N.A., a national banking association,
      not in its individual capacity but solely in its capacity as supplemental
      interest trust trustee, and any successor thereto.

     

    “Swap
      Account”: The account or accounts created and maintained pursuant to Section
      4.08. The Swap Account must be an Eligible Account.

     

    “Swap
      Administration Agreement”: As defined in Section 4.08(b). 

     

    “Swap
      Administrator”: Wells
      Fargo Bank, N.A.,
      a
      national banking association, or any successor in interest not in its individual
      capacity but solely as swap administrator under the Swap Administration
      Agreement, or any successor swap administrator appointed pursuant to the Swap
      Administration Agreement. 

     

    “Swap
      Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
      of Certificates resulting from the application of the Net WAC Rate due to a
      discrepancy between the Uncertificated Notional Amount of the Class SWAP-IO
      Interest and the scheduled notional amount pursuant to the Swap Administration
      Agreement. 

     

    “Swap
      LIBOR”:
      A per annum rate equal to the floating rate payable by the Swap Provider under
      the Swap Agreement. 

     

    “Swap
      Provider”: Swiss Re Financial Products Corporation. 

     

    “Swap
      Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i)
      an Event of Default under the Interest Rate Swap Agreement with respect to
      which
      the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap
      Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement
      with
      respect to which the Swap Provider is the sole Affected Party (as defined in
      the
      Interest Rate Swap Agreement) or (iii) an Additional Termination Event under
      the
      Interest Rate Swap Agreement with respect to which the Swap Provider is the
      sole
      Affected Party.

     

    “Swap
      Termination Payment”: The payment due under the Interest Rate Swap Agreement
      upon the early termination of the Interest Rate Swap Agreement.

     

    “Tax
      Returns”: The federal income tax return on Internal Revenue Service Form 1066,
      U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
      Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
      Taxable Income or Net Loss Allocation, or any successor forms, to be filed
      on
      behalf of the Trust Fund due to the classification of portions thereof as REMICs
      under the REMIC Provisions, together with any and all other information reports
      or returns that may be required to be furnished to the Certificateholders or
      filed with the Internal Revenue Service or any other governmental taxing
      authority under any applicable provisions of federal, state or local tax
      laws.

     

    “Telerate
      Page 3750”: The display designated as page “3750” on the Dow Jones Telerate
      Capital Markets Report (or such other page as may replace page 3750 on that
      report for the purpose of displaying London interbank offered rates of major
      banks).

     

    “Termination
      Price”: As defined in Section 9.01.

     

    “Terminator”:
      As defined in Section 9.01.

     

    “Transfer”:
      Any direct or indirect transfer, sale, pledge, hypothecation, or other form
      of
      assignment of any Ownership Interest in a Certificate.

     

    “Transferee”:
      Any Person who is acquiring by Transfer any Ownership Interest in a
      Certificate.

     

    “Transferor”:
      Any Person who is disposing by Transfer of any Ownership Interest in a
      Certificate.

     

    “Trigger
      Event”: A Trigger Event is in effect with respect to any Distribution Date on or
      after the Stepdown Date if:

     

    (b)  the
      Delinquency Percentage exceeds 38.05% of the Credit Enhancement Percentage;
      or

     

    (c)  the
      aggregate amount of Realized Losses incurred since the Cut-off Date through
      the
      last day of the related Due Period (reduced by the aggregate amount of
      Subsequent Recoveries received since the Cut-off Date through the last day
      of
      the related Due Period) divided by the aggregate Stated Principal Balance of
      the
      Mortgage Loans as of the Cut-off Date exceeds the applicable percentages set
      forth below with respect to such Distribution Date:

     

    
      	
              Distribution
                Date Occurring In

            	
              Percentage

            
	
              March
                2008 through February 2009

            	
              1.40%
                for the first month, plus an additional 1/12th

              of
                1.55% for each month thereafter

            
	
              March
                2009 through February 2010

            	
              2.95%
                for the first month, plus an additional 1/12th

              of
                1.65% for each month thereafter

            
	
              March
                2010 through February 2011

            	
              4.60%
                for the first month, plus an additional 1/12th

              of
                1.30% for each month thereafter

            
	
              March
                2011 through February 2012

            	
              5.90%
                for the first month, plus an additional 1/12th

              of
                0.70% for each month thereafter

            
	
              March
                2012 and thereafter

            	
              6.60%

            


    

    


    “Trust
      Administrator”: Wells Fargo Bank, N.A., or any successor in interest, or any
      successor trust administrator appointed as herein provided.

     

    “Trust
      Fund”: Collectively, all of the assets of REMIC I, REMIC II, REMIC III, REMIC
      IV, REMIC V, REMIC VI, the Net WAC Rate Carryover Reserve Account, distributions
      made to the Trust Administrator by the Swap Administrator under the Swap
      Administration Agreement and the Swap Account and the other assets conveyed
      by
      the Depositor to the Trustee pursuant to Section 2.01. 

     

    “Trust
      REMIC”: Any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC
      VI.

     

    “Trustee”:
      U.S. Bank National Association, a national banking association, or its successor
      in interest, or any successor trustee appointed as herein provided.

     

    “Uncertificated
      Balance”: The amount of any REMIC Regular Interest (other than REMIC II Regular
      Interest II-LTIO) outstanding as of any date of determination. As of the Closing
      Date, the Uncertificated Balance of each REMIC Regular Interest (other than
      REMIC II Regular Interest II-LTIO) shall equal the amount set forth in the
      Preliminary Statement hereto as its initial uncertificated balance. On each
      Distribution Date, the Uncertificated Balance of each REMIC Regular Interest
      (other than REMIC II Regular Interest II-LTIO) shall be reduced by all
      distributions of principal made on such REMIC Regular Interest on such
      Distribution Date pursuant to Section 4.01 and, if and to the extent
      necessary and appropriate, shall be further reduced on such Distribution Date
      by
      Realized Losses as provided in Section 4.04. The Uncertificated Balance of
      REMIC II Regular Interest II-LTZZ shall be increased by interest deferrals
      as
      provided in Section 4.01(a)(1). The Uncertificated Balance of each REMIC
      Regular Interest (other than REMIC II Regular Interest II-LTIO) shall never
      be
      less than zero. With respect to the Class CE Interest as of any date of
      determination, an amount equal to the excess, if any, of (A) the then aggregate
      Uncertificated Principal Balance of the REMIC II Regular Interests over (B)
      the
      then aggregate Certificate Principal Balances of the Class A Certificates,
      Mezzanine Certificates and the Class P Interest then outstanding.

     

    “Uncertificated
      Interest”: With respect to any REMIC Regular Interest for any Distribution Date,
      one month’s interest at the REMIC Remittance Rate applicable to such REMIC
      Regular Interest for such Distribution Date, accrued on the Uncertificated
      Balance or Uncertificated Notional Amount thereof immediately prior to such
      Distribution Date. Uncertificated Interest in respect of any REMIC I Regular
      Interest shall accrue on the basis of a 360-day year consisting of twelve 30-day
      months. Uncertificated Interest with respect to each Distribution Date, as
      to
      any REMIC Regular Interest, shall be reduced by an amount equal to the sum
      of
      (a) the aggregate Prepayment Interest Shortfall, if any, for such Distribution
      Date to the extent not covered by Compensating Interest and (b) the aggregate
      amount of any Relief Act Interest Shortfall, if any allocated, in each case,
      to
      such REMIC Regular Interest pursuant to Section 1.02. In addition,
      Uncertificated Interest with respect to each Distribution Date, as to any REMIC
      Regular Interest shall be reduced by Realized Losses, if any, allocated to
      such
      REMIC Regular Interest pursuant to Section 1.02 and
      Section 4.04.

     

    “Uncertificated
      Notional Amount”: With respect to REMIC II Regular Interest II-LTIO and each
      Distribution Date listed below, the aggregate Uncertificated Principal Balance
      of the REMIC I Regular Interests ending with the designation “A” listed below:


    

      
        	
                Distribution
                  Date

              	
                REMIC
                  I Regular Interests

              
	
                1
                  

              	
                I-1-A
                  THROUGH I-45-A 

              
	
                2

              	
                I-2-A
                  THROUGH I-45-A 

              
	
                3

              	
                I-3-A
                  THROUGH I-45-A 

              
	
                4

              	
                I-4-A
                  THROUGH I-45-A 

              
	
                5

              	
                I-5-A
                  THROUGH I-45-A 

              
	
                6

              	
                I-6-A
                  THROUGH I-45-A 

              
	
                7

              	
                I-7-A
                  THROUGH I-45-A 

              
	
                8

              	
                I-8-A
                  THROUGH I-45-A

              
	
                9

              	
                I-9-A
                  THROUGH I-45-A 

              
	
                10

              	
                I-10-A
                  THROUGH I-45-A 

              
	
                11

              	
                I-11-A
                  THROUGH I-45-A 

              
	
                12

              	
                I-12-A
                  THROUGH I-45-A 

              
	
                13

              	
                I-13-A
                  THROUGH I-45-A 

              
	
                14

              	
                I-14-A
                  THROUGH I-45-A 

              
	
                15

              	
                I-15-A
                  THROUGH I-45-A 

              
	
                16

              	
                I-16-A
                  THROUGH I-45-A 

              
	
                17

              	
                I-17-A
                  THROUGH I-45-A 

              
	
                18

              	
                I-18-A
                  THROUGH I-45-A 

              
	
                19

              	
                I-19-A
                  THROUGH I-45-A 

              
	
                20

              	
                I-20-A
                  THROUGH I-45-A 

              
	
                21

              	
                I-21-A
                  THROUGH I-45-A 

              
	
                22

              	
                I-22-A
                  THROUGH I-45-A 

              
	
                23

              	
                I-23-A
                  THROUGH I-45-A 

              
	
                24

              	
                I-24-A
                  THROUGH I-45-A 

              
	
                25

              	
                I-25-A
                  THROUGH I-45-A 

              
	
                26

              	
                I-26-A
                  THROUGH I-45-A 

              
	
                27

              	
                I-27-A
                  THROUGH I-45-A 

              
	
                28

              	
                I-28-A
                  THROUGH I-45-A 

              
	
                29

              	
                I-29-A
                  THROUGH I-45-A

              
	
                30

              	
                I-30-A
                  THROUGH I-45-A 

              
	
                31

              	
                I-31-A
                  THROUGH I-45-A 

              
	
                32

              	
                I-32-A
                  THROUGH I-45-A 

              
	
                33

              	
                I-33-A
                  THROUGH I-45-A 

              
	
                34

              	
                I-34-A
                  THROUGH I-45-A 

              
	
                35

              	
                I-35-A
                  THROUGH I-45-A 

              
	
                36

              	
                I-36-A
                  THROUGH I-45-A 

              
	
                37

              	
                I-37-A
                  THROUGH I-45-A 

              
	
                38

              	
                I-38-A
                  THROUGH I-45-A 

              
	
                39

              	
                I-39-A
                  THROUGH I-45-A

              
	
                40

              	
                I-40-A
                  THROUGH I-43-A

              
	
                41

              	
                I-41-A
                  THROUGH I-43-A

              
	
                42

              	
                I-42-A
                  THROUGH I-45-A

              
	
                43

              	
                I-43-A
                  THROUGH
                  I-45-A

              
	
                44

              	
                I-44-A
                  AND I-45-A

              
	
                45

              	
                I-45-A

              
	
                thereafter

              	
                $0.00

              


      

    

     

    


    With
      respect to the Class Swap-IO Interest and any Distribution Date, an amount
      equal
      to the Uncertificated Notional Amount of the REMIC II Regular Interest II-LTIO.
      

     

    “Uninsured
      Cause”: Any cause of damage to a Mortgaged Property such that the complete
      restoration of such property is not fully reimbursable by the hazard insurance
      policies required to be maintained pursuant to Section 3.14.

     

    “United
      States Person”: A citizen or resident of the United States, a corporation,
      partnership or other entity created or organized in, or under the laws of,
      the
      United States, any state thereof or, the District of Columbia (except, in the
      case of a partnership, to the extent provided in regulations) provided that,
      for
      purposes solely of the restrictions on the transfer of Class R Certificates,
      no
      partnership or other entity treated as a partnership for United States federal
      income tax purposes shall be treated as a United States Person unless all
      persons that own an interest in such partnership either directly or through
      any
      entity that is not a corporation for United States federal income tax purposes
      are required by the applicable operative agreement to be United States Persons
      or an estate whose income is subject to United States federal income tax
      regardless of its source, or a trust if a court within the United States is
      able
      to exercise primary supervision over the administration of the trust and one
      or
      more United States persons have the authority to control all substantial
      decisions of the trust. To the extent prescribed in regulations by the Secretary
      of the Treasury, a trust which was in existence on August 20, 1996 (other than
      a
      trust treated as owned by the grantor under subpart E of part I of subchapter
      J
      of chapter 1 of the Code), and which was treated as a United States person
      on
      August 20, 1996 may elect to continue to be treated as a United States person
      notwithstanding the previous sentence. The term “United States” shall have the
      meaning set forth in Section 7701 of the Code.

     

    “Unpaid
      Interest Shortfall Amount”: With respect to the Class A Certificates and the
      Mezzanine Certificates and (i) the first Distribution Date, zero, and (ii)
      any
      Distribution Date after the first Distribution Date, the amount, if any, by
      which (a) the sum of (1) the Monthly Interest Distributable Amount for such
      Class for the immediately preceding Distribution Date and (2) the outstanding
      Unpaid Interest Shortfall Amount, if any, for such Class for such preceding
      Distribution Date exceeds (b) the aggregate amount distributed on such Class
      in
      respect of interest pursuant to clause (a) of this definition on such preceding
      Distribution Date, plus interest on the amount of interest due but not paid
      on
      the Certificates of such Class on such preceding Distribution Date, to the
      extent permitted by law, at the Pass-Through Rate for such Class for the related
      Accrual Period.

     

    “Value”:
      With respect to any Mortgage Loan, and the related Mortgaged Property, the
      lesser of:

     

    (i)
      the
      lesser of (a) the value thereof as determined by an appraisal made for the
      Originator at the time of origination of the Mortgage Loan by an appraiser
      who
      met the minimum requirements of Fannie Mae and Freddie Mac, and (b) the value
      thereof as determined by a review appraisal conducted by the Originator in
      the
      event any such review appraisal determines an appraised value more than 10%
      lower than the value thereof, in the case of a Mortgage Loan with a
      Loan-to-Value Ratio less than or equal to 80%, or more than 5% lower than the
      value thereof, in the case of a Mortgage Loan with a Loan-to-Value Ratio greater
      than 80%, as determined by the appraisal referred to in clause (i)(a) above;
      and

     

    (ii)
      the
      purchase price paid for the related Mortgaged Property by the Mortgagor with
      the
      proceeds of the Mortgage Loan; provided, however, that in the case of a
      Refinanced Mortgage Loan or a Mortgage Loan originated in connection with a
      “lease option purchase” if the “lease option purchase price” was set 12 months
      or more prior to origination, such value of the Mortgaged Property is based
      solely upon clause (i) above.

     

    “Voting
      Rights”: The portion of the voting rights of all of the Certificates which is
      allocated to any Certificate. With respect to any date of determination, 98%
      of
      all Voting Rights will be allocated among the holders of the Class A
      Certificates, the Mezzanine Certificates and the Class CE Certificates in
      proportion to the then outstanding Certificate Principal Balances of their
      respective Certificates, 1% of all Voting Rights will be allocated to the
      holders of the Class P Certificates and 1% of all Voting Rights will be
      allocated among the holders of the Residual Certificates. The Voting Rights
      allocated to each Class of Certificate shall be allocated among Holders of
      each
      such Class in accordance with their respective Percentage Interests as of the
      most recent Record Date.

     

    
      	SECTION
              1.02.  	
              Allocation
                of Certain Interest Shortfalls.

            


    

     

    For
      purposes of calculating the amount of the Monthly Interest Distributable Amount
      for the Class A Certificates, the Mezzanine Certificates and the Class CE
      Certificates for any Distribution Date, (1) the aggregate amount of any
      Prepayment Interest Shortfalls (to the extent not covered by Compensating
      Interest payments by the Servicer or the Master Servicer) and any Relief Act
      Interest Shortfall incurred in respect of the Mortgage Loans for any
      Distribution Date shall be allocated first, to the Class CE Certificates based
      on, and to the extent of, one month’s interest at the then applicable respective
      Pass-Through Rate on the respective Notional Amount of each such Certificate
      and, thereafter, among the Class A Certificates and the Mezzanine Certificates
      on a pro
      rata
      basis
      based on, and to the extent of, one month’s interest at the then applicable
      respective Pass-Through Rate on the respective Certificate Principal Balance
      of
      each such Certificate and (2) the aggregate amount of any Realized Losses and
      Net WAC Rate Carryover Amounts incurred for any Distribution Date shall be
      allocated to the Class CE Certificates based on, and to the extent of, one
      month’s interest at the then applicable respective Pass-Through Rate on the
      respective Notional Amount of each such Certificate.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      I
      Regular Interests for any Distribution Date, the aggregate amount of any
      Prepayment Interest Shortfalls (to the extent not covered by payments by the
      Servicer pursuant to Section 3.24) and any Relief Act Interest Shortfalls
      incurred in respect of the Mortgage Loans shall be allocated first, to REMIC
      I
      Regular Interest I and to the REMIC I Regular Interests ending with the
      designation “B”, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC I Remittance Rates on the respective Uncertificated Balances of each
      such
      REMIC I Regular Interest, and then, to REMIC I Regular Interests ending with
      the
      designation “A”, pro rata based on, and to the extent of, one month’s interest
      at the then applicable respective REMIC I Remittance Rates on the respective
      Uncertificated Balances of each such REMIC I Regular Interest.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      II
      Regular Interests for any Distribution Date, the aggregate amount of any
      Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred
      in respect of the Mortgage Loans for any Distribution Date shall be allocated
      among REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTA1,
      REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3, REMIC
      II
      Regular Interest II-LTA4, REMIC II Regular Interest II-LTM1, REMIC II Regular
      Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
      II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6,
      REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC
      II
      Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular
      Interest II-LTM11 and REMIC II Regular Interest II-LTZZ, pro
      rata,
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC II Remittance Rates on the respective Uncertificated Balances of each
      such
      REMIC II Regular Interest. 

     

    
      	SECTION
              1.03.  	
              Rights
                of the NIMS Insurer.

            


    

     

    Each
      of
      the rights of the NIMS Insurer set forth in this Agreement shall exist so long
      as (i) the NIMS Insurer has undertaken to guarantee certain payments of notes
      issued pursuant to the Indenture and (ii) the notes issued pursuant to the
      Indenture remain outstanding or the NIMS Insurer is owed amounts in respect
      of
      its guarantee of payment on such notes; provided, however, the NIMS Insurer
      shall not have any rights hereunder (except pursuant to Section 11.01 and
      any rights to indemnification hereunder in the case of clause (ii) below) so
      long as (i) the NIMS Insurer has not undertaken to guarantee certain payments
      of
      notes issued pursuant to the Indenture or (ii) any default has occurred and
      is
      continuing under the insurance policy issued by the NIMS Insurer with respect
      to
      such notes.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      II  

     

    CONVEYANCE
      OF MORTGAGE LOANS;

    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    
      	SECTION
              2.01.  	
              Conveyance
                of the Mortgage Loans.

            


    

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee without recourse,
      for the benefit of the Certificateholders, all the right, title and interest
      of
      the Depositor, including any security interest therein for the benefit of the
      Depositor, in and to the Mortgage Loans identified on the Mortgage Loan
      Schedule, the rights of the Depositor under the Mortgage Loan Purchase
      Agreement, payments made to the Trust Administrator by the Swap Administrator
      under the Swap Administration Agreement and the Swap Account and all other
      assets included or to be included in REMIC I. Such assignment includes all
      interest and principal received by the Depositor or the Servicer on or with
      respect to the Mortgage Loans (other than payments of principal and interest
      due
      on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith
      delivers to the Trustee an executed original Mortgage Loan Purchase
      Agreement.

     

    In
      connection with such transfer and assignment, the Depositor does hereby deliver
      to, and deposit with, the Trustee (or the Custodian on behalf of the Trustee),
      with respect the related Mortgage Loans, the following documents or instruments
      with respect to each Mortgage Loan so transferred and assigned (a “Mortgage
      File”):

     

    (i)  the
      original Mortgage Note, endorsed in blank or in the following form: “Pay to the
      order of U.S. Bank National Association, as Trustee under the applicable
      agreement, without recourse,” with all prior and intervening endorsements
      showing a complete chain of endorsement from the Originator to the Person so
      endorsing to the Trustee;

     

    (ii)  the
      original Mortgage, noting the presence of the MIN of the Mortgage Loan and
      language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan
      is
      a MOM Loan, with evidence of recording thereon, and the original recorded power
      of attorney, if the Mortgage was executed pursuant to a power of attorney,
      with
      evidence of recording thereon;

     

    (iii)  unless
      the Mortgage Loan is registered on the MERS® System, an original Assignment in
      blank;

     

    (iv)  the
      original recorded Assignment or Assignments showing a complete chain of
      assignment from the Originator to the Person assigning the Mortgage to the
      Trustee (or to MERS, if the Mortgage Loan is registered on the MERS® System and
      noting the presence of the MIN) as contemplated by the immediately preceding
      clause (iii);

     

    (v)  the
      original or copies of each assumption, modification, written assurance or
      substitution agreement, if any; and

     

    (vi)  the
      original lender’s title insurance policy, together with all endorsements or
      riders that were issued with or subsequent to the issuance of such policy,
      insuring the priority of the Mortgage as a first or second lien on the Mortgaged
      Property represented therein as a fee interest vested in the Mortgagor, or
      in
      the event such original title policy is unavailable, a written commitment or
      uniform binder or preliminary report of title issued by the title insurance
      or
      escrow company.

     

    With
      respect to a maximum of 1.0% of the Mortgage Loans, by outstanding Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date, if any original
      Mortgage Note referred to in Section 2.01(i) above cannot be located, the
      obligations of the Depositor to deliver such documents shall be deemed to be
      satisfied upon delivery to the Trustee (or the Custodian on behalf of the
      Trustee) of a photocopy of such Mortgage Note, if available, with a lost note
      affidavit substantially in the form of Exhibit I attached hereto. If any of
      the
      original Mortgage Notes for which a lost note affidavit was delivered to the
      Trustee (or the Custodian on behalf of the Trustee) with respect to the related
      Mortgage Files, is subsequently located, such original Mortgage Note shall
      be
      delivered to the Trustee (or the Custodian on behalf of the Trustee) within
      three Business Days.

     

    Except
      with respect to any Mortgage Loan for which MERS is identified on the Mortgage
      or on a properly recorded assignment of the Mortgage as the mortgagee of record,
      the Trustee (upon receipt of notice from the Custodian) shall promptly (within
      sixty Business Days following the later of the Closing Date and the date of
      receipt by the Trustee or the Custodian of the recording information for a
      Mortgage, but in no event later than ninety days following the Closing Date)
      enforce the obligations of NC Capital pursuant to the terms of the Mortgage
      Loan
      Purchase Agreement to submit or cause to be submitted for recording, at no
      expense to the Trust Fund, the Trust Administrator, the Trustee, the Custodian,
      the Servicer, the Master Servicer or the Depositor, in the appropriate public
      office for real property records, each Assignment referred to in Sections
      2.01(iii) and (iv) above and in connection therewith, the Trustee shall enforce
      the obligation of NC Capital pursuant to the terms of the Mortgage Loan Purchase
      Agreement to execute each original Assignment in the following form: “U.S. Bank
      National Association, as Trustee under the applicable agreement.” In the event
      that any such Assignment is lost or returned unrecorded because of a defect
      therein, the Trustee (upon receipt of notice from the Custodian) shall enforce
      the obligation of NC Capital pursuant to the Mortgage Loan Purchase Agreement
      to
      promptly prepare or cause to be prepared a substitute Assignment or cure or
      cause to be cured such defect, as the case may be, and thereafter cause each
      such Assignment to be duly recorded.

     

    In
      connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Depositor further agrees that it will cause, within 30 Business
      Days
      after the Closing Date, the MERS® System to indicate that such Mortgage Loans
      have been assigned by the Depositor to the Trustee in accordance with this
      Agreement for the benefit of the Certificateholders by including (or deleting,
      in the case of Mortgage Loans which are repurchased in accordance with this
      Agreement) in such computer files (a) the code in the field which identifies
      the
      specific Trustee and (b) the code in the field “Pool Field” which identifies the
      series of the Certificates issued in connection with such Mortgage Loans. The
      Depositor further agrees that it will not, and will not permit the Servicer
      to,
      and the Servicer agrees that it will not, alter the codes referenced in this
      paragraph with respect to any Mortgage Loan during the term of this Agreement
      unless and until such Mortgage Loan is repurchased in accordance with the terms
      of this Agreement.

     

    If
      any of
      the documents referred to in Sections 2.01(ii), (iii) or (iv) has, as of the
      Closing Date, been submitted for recording but either (x) has not been returned
      from the applicable public recording office or (y) has been lost or such public
      recording office has retained the original of such document, the obligations
      of
      the Depositor to deliver such documents shall be deemed to be satisfied upon
      (1)
      delivery to the Trustee (or the Custodian on behalf of the Trustee) of a copy
      of
      each such document certified by the Originator in the case of (x) above or
      the
      applicable public recording office in the case of (y) above to be a true and
      complete copy of the original that was submitted for recording and (2) if such
      copy is certified by the Originator, delivery to the Trustee (or the Custodian
      on behalf of the Trustee) promptly upon receipt thereof of either the original
      or a copy of such document certified by the applicable public recording office
      to be a true and complete copy of the original. Pursuant to the Mortgage Loan
      Purchase Agreement, notice shall be provided to the Trustee and the Rating
      Agencies by the NC Capital if delivery pursuant to clause (2) above will be
      made
      more than 180 days after the Closing Date.

     

    If
      the
      original lender’s title insurance policy was not delivered pursuant to Section
      2.01(vi) above, the Depositor shall deliver or cause to be delivered to the
      Trustee (or the Custodian on behalf of the Trustee), promptly after receipt
      thereof, the original lender’s title insurance policy with a copy thereof to the
      Servicer. The Depositor shall deliver or cause to be delivered to the Trustee
      (or the Custodian on behalf of the Trustee) promptly upon receipt thereof any
      other original documents constituting a part of a Mortgage File received with
      respect to any Mortgage Loan, including, but not limited to, any original
      documents evidencing an assumption or modification of any Mortgage Loan with
      a
      copy thereof to the Servicer.

     

    The
      Depositor shall deliver or cause the Originator, NC Capital, the Trustee or
      the
      Custodian to deliver to the Servicer copies of all trailing documents required
      to be included in the servicing file at the same time the originals or certified
      copies thereof are delivered to the Trustee or Custodian, such documents
      including but not limited to the mortgagee policy of title insurance and any
      mortgage loan documents upon return from the recording office. The Servicer
      shall not be responsible for any custodian fees or other costs incurring in
      obtaining such documents and the Depositor shall cause the Servicer to be
      reimbursed for any such costs it may incur in connection with performing its
      obligations under this Agreement. Subject to Section 6.03(a), the Servicer
      shall
      have no liability as a result of an inability to service any Mortgage Loan
      due
      to its failure to receive any documents missing from the Mortgage File or
      servicing file.

     

    All
      original documents relating to the Mortgage Loans that are not delivered to
      the
      Trustee (or the Custodian on behalf of the Trustee) are and shall be held by
      or
      on behalf of the Originator, NC Capital, the Seller, the Depositor or the
      Servicer, as the case may be, in trust for the benefit of the Trustee on behalf
      of the Certificateholders. In the event that any such original document is
      required pursuant to the terms of this Section 2.01 to be a part of a Mortgage
      File, such document shall be delivered promptly to the Trustee (or the Custodian
      on behalf of the Trustee). Any such original document delivered to or held
      by
      the Depositor that is not required pursuant to the terms of this Section to
      be a
      part of a Mortgage File, shall be delivered promptly to the
      Servicer.

     

    The
      Depositor and the Trustee hereto understand and agree that it is not intended
      that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan”
as defined by the Homeownership and Equity Protection Act of 1994 or any other
      applicable predatory or abusive lending laws.

     

    The
      Depositor hereby directs the Trust
      Administrator to
      execute, deliver and perform its obligations under the Interest Rate Swap
      Agreement (in its capacity as Supplemental Interest Trust Trustee) and to assign
      any rights to receive payments from the Swap Provider to the Swap Administrator
      pursuant to the Swap Administration Agreement and the Depositor further directs
      the Trust Administrator to execute, deliver and perform its obligations under
      the Swap Administration Agreement. The Seller, the Depositor, the Servicer
      and
      the Holders of the Class A Certificates and the Mezzanine Certificates by their
      acceptance of such Certificates acknowledge and agree that the Trust
      Administrator shall execute, deliver and perform its obligations under the
      Interest Rate Swap Agreement and the Swap Administration Agreement and shall
      do
      so solely in its capacity as Trust Administrator or as Swap Administrator,
      as
      the case may be, and not in its individual capacity. Every provision of this
      Agreement relating to the conduct or affecting the liability of or affording
      protection to the Trust Administrator shall apply to the Trust Administrator’s
      execution of the execution of the Interest Rate Swap Agreement and the Swap
      Administration Agreement, and the performance of its duties and satisfaction
      of
      its obligations thereunder.

     

    
      	SECTION
              2.02.  	
              Acceptance
                of REMIC I by Trustee.

            


    

     

    The
      Trustee acknowledges receipt (or receipt by the Custodian on behalf of the
      Trustee), subject to the provisions of Section 2.01 and subject to any
      exceptions noted on the exception report described in the next paragraph below,
      of the documents referred to in Section 2.01 (other than such documents
      described in Section 2.01(v)) above and all other assets included in the
      definition of “REMIC I” under clauses (i), (iii), (iv) and (v) (to the extent of
      amounts deposited into the Distribution Account) and declares that it holds
      and
      will hold such documents and the other documents delivered to it constituting
      a
      Mortgage File, and that it holds or will hold all such assets and such other
      assets included in the definition of “REMIC I” in trust for the exclusive use
      and benefit of all present and future Certificateholders.

     

    The
      Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit
      of
      the Certificateholders and the NIMS Insurer, to review each Mortgage File and,
      no later than the Closing Date, to certify in substantially the form attached
      hereto as Exhibit C-1 that, as to each Mortgage Loan listed in the Mortgage
      Loan
      Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan
      specifically identified in the exception report annexed thereto as not being
      covered by such certification), (i) all documents constituting part of such
      Mortgage File (other than such documents described in Section 2.01(v)) required
      to be delivered to it pursuant to this Agreement are in its possession, (ii)
      such documents have been reviewed by it and appear regular on their face and
      relate to such Mortgage Loan and (iii) based on its examination and only as
      to
      the foregoing, the information set forth in the Mortgage Loan Schedule that
      corresponds to items (1), (3), (12), (15) and (18) of the definition of
“Mortgage Loan Schedule” accurately reflects information set forth in the
      Mortgage File. It is herein acknowledged that, in conducting such review, the
      Trustee (or the Custodian on behalf of the Trustee) is under no duty or
      obligation (i) to inspect, review or examine any such documents, instruments,
      certificates or other papers to determine whether they are genuine, enforceable,
      or appropriate for the represented purpose or whether they have actually been
      recorded or that they are other than what they purport to be on their face
      or
      (ii) to determine whether any Mortgage File should include any of the documents
      specified in clause (v) of Section 2.01.

     

    Prior
      to
      the first anniversary date of this Agreement, the Trustee shall deliver (or
      cause the Custodian to deliver) to the Depositor, the NIMS Insurer, the Trustee,
      the Servicer and the Master Servicer a final certification in the form annexed
      hereto as Exhibit C-2 evidencing the completeness of the Mortgage Files, with
      any applicable exceptions noted thereon, and the Servicer shall forward a copy
      thereof to any Sub-Servicer.

     

    If
      in the
      process of reviewing the Mortgage Files and making or preparing, as the case
      may
      be, the certifications referred to above, the Trustee (or the Custodian on
      behalf of the Trustee) finds any document or documents constituting a part
      of a
      Mortgage File to be missing or defective in any material respect, at the
      conclusion of its review the Trustee (or the Custodian on behalf of the Trustee)
      shall so notify the Depositor, the NIMS Insurer, the Trustee, the Servicer
      and
      the Master Servicer. In addition, upon the discovery by the Depositor, the
      NIMS
      Insurer, the Servicer or the Master Servicer of a breach of any of the
      representations and warranties made by NC Capital or the Seller in the Mortgage
      Loan Purchase Agreement in respect of any Mortgage Loan which materially
      adversely affects such Mortgage Loan or the interests of the related
      Certificateholders in such Mortgage Loan, the party discovering such breach
      shall give prompt written notice to the other parties.

     

    The
      Trustee shall provide (or shall cause the Custodian on behalf of the Trustee
      to
      provide), at the written request and expense of any Certificateholder, a written
      report to the Trust Administrator for forwarding to such Certificateholder
      of
      all related Mortgage Files released to the Servicer for servicing
      purposes. 

     

    The
      Depositor and the Trustee intend that the assignment and transfer herein
      contemplated constitute a sale of the Mortgage Loans, the related Mortgage
      Notes
      and the related documents, conveying good title thereto free and clear of any
      liens and encumbrances, from the Depositor to the Trustee in trust for the
      benefit of the Certificateholders and that such property not be part of the
      Depositor’s estate or property of the Depositor in the event of any insolvency
      by the Depositor. In the event that such conveyance is deemed to be, or to
      be
      made as security for, a loan, the parties intend that the Depositor shall be
      deemed to have granted and does hereby grant to the Trustee a first priority
      perfected security interest in all of the Depositor’s right, title and interest
      in and to the Mortgage Loans, the related Mortgage Notes and the related
      documents, and that this Agreement shall constitute a security agreement under
      applicable law.

     

    Notwithstanding
      anything to the contrary contained herein, the parties hereto acknowledge that
      the functions of the Trustee with respect to the custody, acceptance,
      inspection, receipt and release of the Mortgage Files and other documentation
      pursuant to Section 2.01, 2.02 and 2.03 and preparation and delivery of the
      acknowledgements of receipt and the certifications required under such sections
      shall be performed by the Custodian pursuant to the terms and conditions of
      this
      Agreement.

     

    
      	SECTION
              2.03.  	
              Repurchase
                or Substitution of Mortgage Loans by the Originator or the
                Seller.

            


    

     

    (a)  Upon
      receipt of written notice from the Custodian of any materially defective
      document in, or that a document is missing from, a Mortgage File or from
      Depositor, the Servicer, the Master Servicer, the Trust Administrator or the
      Custodian of the breach by NC Capital or the Seller of any representation,
      warranty or covenant under the Mortgage Loan Purchase Agreement (including
      any
      representation, warranty or covenant regarding the Prepayment Charge Schedule)
      in respect of any Mortgage Loan that materially adversely affects the value
      of
      such Mortgage Loan or the interest therein of the Certificateholders, the
      Trustee shall promptly notify NC Capital, the Trust Administrator, the NIMS
      Insurer, the Seller, the Servicer and the Master Servicer of such defect,
      missing document or breach and request that NC Capital or the Seller, as
      applicable, deliver such missing document or cure such defect or breach within
      90 days from the date NC Capital or the Seller, as applicable, was notified
      of
      such missing document, defect or breach, and if the Trustee receives written
      notice from the Depositor,
      the Servicer, the Master Servicer, the Trust Administrator or the Custodian
      that
      NC
      Capital or the Seller, as applicable, has not delivered such missing document
      or
      cured such defect or breach in all material respects during such period, the
      Trustee shall enforce the obligations of NC Capital or the Seller, as
      applicable, under the Mortgage Loan Purchase Agreement to repurchase such
      Mortgage Loan from REMIC I at the Purchase Price. The Purchase Price for the
      repurchased Mortgage Loan shall be remitted to the Servicer for deposit in
      the
      Collection Account and the Trustee (or the Custodian on behalf of the Trustee),
      upon receipt of written certification from the Servicer of such deposit, shall
      release to NC Capital or the Seller, as applicable, the related Mortgage File
      and the Trustee shall execute and deliver such instruments of transfer or
      assignment, in each case without recourse, as NC Capital or the Seller, as
      applicable, shall furnish to it and as shall be necessary to vest in NC Capital
      or the Seller, as applicable, any Mortgage Loan released pursuant hereto. In
      furtherance of the foregoing, if NC Capital or the Seller, as applicable, is
      not
      a member of MERS and repurchases a Mortgage Loan which is registered on the
      MERS® System, NC Capital or the Seller, as applicable, at its own expense and
      without any right of reimbursement, shall cause MERS to execute and deliver
      an
      assignment of the Mortgage in recordable form to transfer the Mortgage from
      MERS
      to NC Capital or the Seller, as applicable, and shall cause such Mortgage to
      be
      removed from registration on the MERS® System in accordance with MERS’ rules and
      regulations. Neither the Trustee nor the Custodian shall have any further
      responsibility with regard to such Mortgage File. In lieu of repurchasing any
      such Mortgage Loan as provided above, if so provided in the Mortgage Loan
      Purchase Agreement, NC Capital or the Seller, as applicable, may cause such
      Mortgage Loan to be removed from REMIC I (in which case it shall become a
      Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage
      Loans in the manner and subject to the limitations set forth in Section 2.03(b);
      provided, however, NC Capital or the Seller, as applicable, may not substitute
      a
      Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that violates
      any predatory or abusive lending law. It is understood and agreed that the
      obligation of NC Capital or the Seller, as applicable, to cure or to repurchase
      (or to substitute for) any Mortgage Loan as to which a document is missing,
      a
      material defect in a constituent document exists or as to which such a breach
      has occurred and is continuing shall constitute the sole remedy respecting
      such
      omission, defect or breach available to the Trustee and the
      Certificateholders.

     

    (b)  Any
      substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
      made pursuant to Section 2.03(a) must be effected prior to the date which
      is two years after the Startup Day for REMIC I.

     

    As
      to any
      Deleted Mortgage Loan for which NC Capital or the Seller, as applicable,
      substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution
      shall be effected by NC Capital or the Seller, as applicable, delivering to
      the
      Trustee (or the Custodian on behalf of the Trustee), for such Qualified
      Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the
      Assignment in blank or to the Trustee, and such other documents and agreements,
      with all necessary endorsements thereon, as are required by Section 2.01,
      together with an Officers’ Certificate providing that each such Qualified
      Substitute Mortgage Loan satisfies the definition thereof and specifying the
      Substitution Adjustment Amount (as described below), if any, in connection
      with
      such substitution. The Trustee (or the Custodian on behalf of the Trustee)
      shall
      acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans and,
      within ten Business Days thereafter, review such documents as specified in
      Section 2.02 and deliver to the Depositor, the NIMS Insurer and the Servicer,
      with respect to such Qualified Substitute Mortgage Loan or Loans, a
      certification substantially in the form attached hereto as Exhibit C-1, with
      any
      applicable exceptions noted thereon. Within one year of the date of
      substitution, the Trustee (or the Custodian on behalf of the Trustee) shall
      deliver to the Depositor, the NIMS Insurer and the Servicer a certification
      substantially in the form of Exhibit C-2 hereto with respect to such Qualified
      Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon.
      Monthly Payments due with respect to Qualified Substitute Mortgage Loans in
      the
      month of substitution are not part of REMIC I and will be retained by NC Capital
      or the Seller, as applicable. For the month of substitution, distributions
      to
      Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage
      Loan on or before the Due Date in the month of substitution, and NC Capital
      or
      the Seller, as applicable, shall thereafter be entitled to retain all amounts
      subsequently received in respect of such Deleted Mortgage Loan. The Depositor
      shall give or cause to be given written notice to the Certificateholders and
      the
      NIMS Insurer that such substitution has taken place, shall amend the Mortgage
      Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the
      terms of this Agreement and the substitution of the Qualified Substitute
      Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan
      Schedule to the Master Servicer, the Trust Administrator, the Trustee, the
      Custodian, the Servicer and the NIMS Insurer. Upon such substitution, such
      Qualified Substitute Mortgage Loan or Loans shall constitute part of the
      Mortgage Pool and shall be subject in all respects to the terms of this
      Agreement and the Mortgage Loan Purchase Agreement, including, all applicable
      representations and warranties thereof included in the Mortgage Loan Purchase
      Agreement.

     

    For
      any
      month in which NC Capital or the Seller, as applicable, substitutes one or
      more
      Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans,
      the
      Servicer will determine the amount (the “Substitution Adjustment Amount”), if
      any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans
      exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan,
      the Stated Principal Balance thereof as of the date of substitution, together
      with one month’s interest on such Stated Principal Balance at the applicable Net
      Mortgage Rate, plus all outstanding Advances and Servicing Advances (including
      Nonrecoverable Advances and Nonrecoverable Servicing Advances) related thereto.
      On the date of such substitution, NC Capital or the Seller, as applicable,
      will
      deliver or cause to be delivered to the Servicer for deposit in the Collection
      Account an amount equal to the Substitution Adjustment Amount, if any, and
      the
      Trustee (or the Custodian on behalf of the Trustee), upon receipt of the related
      Qualified Substitute Mortgage Loan or Loans and written notice by the Servicer
      of such deposit, shall release to NC Capital or the Seller, as applicable,
      the
      related Mortgage File or Files and the Trustee shall execute and deliver such
      instruments of transfer or assignment, in each case without recourse, NC Capital
      or the Seller, as applicable, shall deliver to it and as shall be necessary
      to
      vest therein any Deleted Mortgage Loan released pursuant hereto.

     

    In
      addition, NC Capital or the Seller, as applicable, shall obtain at its own
      expense and deliver to the Trustee, the Trust Administrator and the NIMS Insurer
      an Opinion of Counsel to the effect that such substitution will not cause (a)
      any federal tax to be imposed on any Trust REMIC, including without limitation,
      any federal tax imposed on “prohibited transactions” under Section 860F(a)(1) of
      the Code or on “contributions after the startup date” under Section 860G(d)(1)
      of the Code, or (b) any Trust REMIC to fail to qualify as a REMIC at any time
      that any Certificate is outstanding.

     

    (c)  Upon
      discovery by the Depositor, the NIMS Insurer, the Originator, NC Capital, the
      Seller, the Master Servicer or the Trust Administrator that any Mortgage Loan
      does not constitute a “qualified mortgage” within the meaning of Section
      860G(a)(3) of the Code, the party discovering such fact shall within two
      Business Days give written notice thereof to the other parties hereto and the
      Trustee shall give written notice to NC Capital and the Seller. In connection
      therewith, NC Capital, the Seller or the Depositor shall repurchase or, subject
      to the limitations set forth in Section 2.03(b), substitute one or more
      Qualified Substitute Mortgage Loans for the affected Mortgage Loan within 90
      days of the earlier of discovery or receipt of such notice with respect to
      such
      affected Mortgage Loan. Such repurchase or substitution shall be made by (i)
      NC
      Capital or the Seller, as the case may be, if the affected Mortgage Loan’s
      status as a non-qualified mortgage is or results from a breach of any
      representation, warranty or covenant made by NC Capital or the Seller, as the
      case may be, under the Mortgage Loan Purchase Agreement, or (ii) the Depositor,
      if the affected Mortgage Loan’s status as a non-qualified mortgage is a breach
      of no representation or warranty. Any such repurchase or substitution shall
      be
      made in the same manner as set forth in Section 2.03(a). The Trustee shall
      reconvey to the Depositor, NC Capital or the Seller, as the case may be, the
      Mortgage Loan to be released pursuant hereto in the same manner, and on the
      same
      terms and conditions, as it would a Mortgage Loan repurchased for breach of
      a
      representation or warranty.

     

    
      	SECTION
              2.04.  	
              Reserved.

            


    

     

    
      	SECTION
              2.05.  	
              Representations,
                Warranties and Covenants of the Servicer and the Master
                Servicer.

            


    

     

    (a)  The
      Servicer hereby represents, warrants and covenants to the Trust Administrator
      and the Trustee, for the benefit of each of the Trustee, the Trust
      Administrator, the Certificateholders and to the Depositor that as of the
      Closing Date or as of such date specifically provided herein:

     

    (i)  The
      Servicer is a national banking association duly formed, validly existing and
      in
      good standing under the laws of the United States of America and is duly
      authorized and qualified to transact any and all business contemplated by this
      Agreement to be conducted by the Servicer;

     

    (ii)  The
      Servicer has the full power and authority to conduct its business as presently
      conducted by it and to execute, deliver and perform, and to enter into and
      consummate, all transactions contemplated by this Agreement. The Servicer has
      duly authorized the execution, delivery and performance of this Agreement,
      has
      duly executed and delivered this Agreement, and this Agreement, assuming the
      due
      authorization, execution and delivery thereof by the Trustee, the Depositor
      and
      the Trust Administrator, constitutes a legal, valid and binding obligation
      of
      the Servicer, enforceable against the Servicer in accordance with its terms
      except as the enforceability thereof may be limited by bankruptcy, insolvency,
      reorganization or similar laws affecting the enforcement of creditors’ rights
      generally, laws affecting the contract obligations of insured banks and by
      general principles of equity;

     

    (iii)  The
      execution and delivery of this Agreement by the Servicer, the servicing of
      the
      Mortgage Loans by the Servicer hereunder, the consummation by the Servicer
      of
      any other of the transactions herein contemplated, and the fulfillment of or
      compliance with the terms hereof are in the ordinary course of business of
      the
      Servicer and will not (A) result in a breach of any term or provision of the
      charter of by-laws of the Servicer or (B) conflict with, result in a breach,
      violation or acceleration of, or result in a default under, the terms of any
      other material agreement or instrument to which the Servicer is a party or
      by
      which it may be bound, or any statute, order or regulation applicable to the
      Servicer of any court, regulatory body, administrative agency or governmental
      body having jurisdiction over the Servicer; and the Servicer is not a party
      to,
      bound by, or in breach or violation of any indenture or other agreement or
      instrument, or subject to or in violation of any statute, order or regulation
      of
      any court, regulatory body, administrative agency or governmental body having
      jurisdiction over it, which materially and adversely affects or, to the
      Servicer’s knowledge, would in the future materially and adversely affect, (x)
      the ability of the Servicer to perform its obligations under this Agreement,
      (y)
      the business, operations, financial condition, properties or assets of the
      Servicer taken as a whole or (z) the legality, validity or enforceability of
      this Agreement;

     

    (iv)  The
      Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211
      of
      the National Housing Act and is an approved seller/servicer for Fannie Mae
      or
      Freddie Mac in good standing. No event has occurred, including but not limited
      to a change in insurance coverage, that would make the Servicer unable to comply
      with HUD eligibility requirements or that would require notification to
      HUD;

     

    (v)  The
      Servicer does not believe, nor does it have any reason or cause to believe,
      that
      it cannot perform each and every covenant made by it and contained in this
      Agreement;

     

    (vi)  No
      litigation is pending against the Servicer that would materially and adversely
      affect the execution, delivery or enforceability of this Agreement or the
      ability of the Servicer to service the Mortgage Loans or to perform any of
      its
      other obligations hereunder in accordance with the terms hereof

     

    (vii)  There
      are
      no actions or proceedings against, or investigations known to it of, the
      Servicer before any court, administrative or other tribunal (A) that might
      prohibit its entering into this Agreement, (B) seeking to prevent the
      consummation of the transactions contemplated by this Agreement or (C) that
      might prohibit or materially and adversely affect the performance by the
      Servicer of its obligations under, or the validity or enforceability of, this
      Agreement;

     

    (viii)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Servicer
      of,
      or compliance by the Servicer with, this Agreement or the consummation by it
      of
      the transactions contemplated by this Agreement, except for such consents,
      approvals, authorizations or orders, if any, that have been obtained prior
      to
      the Closing Date; 

     

    (ix)  The
      Servicer has fully furnished and will continue to fully furnish, in accordance
      with the Fair Credit Reporting Act and its implementing regulations, accurate
      and complete information (e.g., favorable and unfavorable) on its borrower
      credit files to Equifax, Experian and Trans Union Credit Information Company
      or
      their successors (the “Credit Repositories”) in a timely manner; and


     

    (x)  The
      Servicer is a member of MERS in good standing, and will comply in all material
      respects with the rules and procedures of MERS in connection with the servicing
      of the Mortgage Loans that are registered with MERS.

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.05 shall survive delivery of the Mortgage Files to
      the
      Trustee or to the related Custodian on its behalf and shall inure to the benefit
      of the Trustee, the Trust Administrator, the Depositor and the
      Certificateholders. Upon discovery by any of the Depositor, the Servicer, the
      Trust Administrator or the Trustee of a breach of any of the foregoing
      representations, warranties and covenants which materially and adversely affects
      the value of any Mortgage Loan or the interests therein of the
      Certificateholders, the party discovering such breach shall give prompt written
      notice (but in no event later than two Business Days following such discovery)
      to the Servicer, the Trustee and the Trust Administrator. Subject to Section
      7.01(a), the obligation of the Servicer set forth in Section 2.03(c) to cure
      breaches shall constitute the sole remedies against the Servicer available
      to
      the Certificateholders, the Depositor, the Trust Administrator or the Trustee
      on
      behalf of the Certificateholders respecting a breach of the representations,
      warranties and covenants contained in this Section 2.05.

     

    (b)  The
      Master Servicer hereby represents, warrants and covenants to the Trustee, for
      the benefit of each of the Trustee and the Certificateholders, and to the
      Servicer and the Depositor that as of the Closing Date or as of such date
      specifically provided herein:

     

    (i)  The
      Master Servicer is a national banking association duly formed, validly existing
      and in good standing under the laws of the United States of America and is
      duly
      authorized and qualified to transact any and all business contemplated by this
      Agreement to be conducted by the Master Servicer;

     

    (ii)  The
      Master Servicer has the full power and authority to conduct its business as
      presently conducted by it and to execute, deliver and perform, and to enter
      into
      and consummate, all transactions contemplated by this Agreement. The Master
      Servicer has duly authorized the execution, delivery and performance of this
      Agreement, has duly executed and delivered this Agreement, and this Agreement,
      assuming due authorization, execution and delivery by the Depositor and the
      Trustee, constitutes a legal, valid and binding obligation of the Master
      Servicer, enforceable against it in accordance with its terms except as the
      enforceability thereof may be limited by bankruptcy, insolvency, reorganization
      or similar laws affecting the enforcement of creditors’ rights generally and by
      general principles of equity;

     

    (iii)  The
      execution and delivery of this Agreement by the Master Servicer, the
      consummation by the Master Servicer of any other of the transactions herein
      contemplated, and the fulfillment of or compliance with the terms hereof are
      in
      the ordinary course of business of the Master Servicer and will not (A) result
      in a breach of any term or provision of charter and by-laws of the Master
      Servicer or (B) conflict with, result in a breach, violation or acceleration
      of,
      or result in a default under, the terms of any other material agreement or
      instrument to which the Master Servicer is a party or by which it may be bound,
      or any statute, order or regulation applicable to the Master Servicer of any
      court, regulatory body, administrative agency or governmental body having
      jurisdiction over the Master Servicer; and the Master Servicer is not a party
      to, bound by, or in breach or violation of any indenture or other agreement
      or
      instrument, or subject to or in violation of any statute, order or regulation
      of
      any court, regulatory body, administrative agency or governmental body having
      jurisdiction over it, which materially and adversely affects or, to the Master
      Servicer’s knowledge, would in the future materially and adversely affect, the
      ability of the Master Servicer to perform its obligations under this
      Agreement;

     

    (iv)  The
      Master Servicer or an Affiliate thereof is an approved seller/servicer for
      Fannie Mae or Freddie Mac in good standing and is a HUD approved mortgagee
      pursuant to Section 203 of the National Housing Act;

     

    (v)  The
      Master Servicer does not believe, nor does it have any reason or cause to
      believe, that it cannot perform each and every covenant made by it and contained
      in this Agreement;

     

    (vi)  No
      litigation is pending against the Master Servicer that would materially and
      adversely affect the execution, delivery or enforceability of this Agreement
      or
      the ability of the Master Servicer to perform any of its other obligations
      hereunder in accordance with the terms hereof,

     

    (vii)  There
      are
      no actions or proceedings against, or investigations known to it of, the Master
      Servicer before any court, administrative or other tribunal (A) that might
      prohibit its entering into this Agreement, (B) seeking to prevent the
      consummation of the transactions contemplated by this Agreement or (C) that
      might prohibit or materially and adversely affect the performance by the Master
      Servicer of its obligations under, or validity or enforceability of, this
      Agreement; and

     

    (viii)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Master
      Servicer of, or compliance by the Master Servicer with, this Agreement or the
      consummation of the transactions contemplated by this Agreement, except for
      such
      consents, approvals, authorizations or orders, if any, that have been obtained
      prior to the Closing Date.

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.05 shall survive delivery of the Mortgage Files to
      the Trust Administrator, the Trustee or the Custodian, as applicable and shall
      inure to the benefit of the Trustee, the Depositor and the Certificateholders.
      Upon discovery by any of the Depositor, the Servicer, the Master Servicer,
      the
      NIMS Insurer or the Trustee of a breach of any of the foregoing representations,
      warranties and covenants which materially and adversely affects the value of
      any
      Mortgage Loan or the interests therein of the Certificateholders, the party
      discovering such breach shall give prompt written notice (but in no event later
      than two Business Days following such discovery) to other parties to this
      Agreement.

     

    
      	SECTION
              2.06.  	
              Conveyance
                of REMIC Regular Interests and Acceptance of REMIC I, REMIC II, REMIC
                III, REMIC IV, REMIC V and REMIC VI by the Trustee; Issuance of
                Certificates.

            


    

     

    (a)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the assets
      described in the definition of REMIC I for the benefit of the Holders of the
      REMIC I Regular Interests (which are uncertificated) and the Class R
      Certificates (in respect of the Class R-I Interest). The Trustee acknowledges
      receipt of the assets described in the definition of REMIC I and declares that
      it holds and will hold the same in trust for the exclusive use and benefit
      of
      the holders of the REMIC I Regular Interests and the Class R Certificates (in
      respect of the Class R-I Interest). The interests evidenced by the Class R-I
      Interest, together with the REMIC I Regular Interests, constitute the entire
      beneficial ownership interest in REMIC I.

     

    (b)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      I Regular Interests (which are uncertificated) for the benefit of the Holders
      of
      the REMIC II Regular Interests (which are uncertificated) and the Class R
      Certificates (in respect of the Class R-II Interest). The Trustee acknowledges
      receipt of the REMIC I Regular Interests and declares that it holds and will
      hold the same in trust for the exclusive use and benefit of the Holders of
      the
      REMIC II Regular Interests and the Class R Certificates (in respect of the
      Class
      R-II Interest). The interests evidenced by the Class R-II Interest, together
      with the REMIC II Regular Interests, constitute the entire beneficial ownership
      interest in REMIC II.

     

    (c)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      II Regular Interests (which are uncertificated) for the benefit of the Holders
      of the REMIC III Regular Interests and the Class R Certificates (in respect
      of
      the Class R-III Interest). The Trustee acknowledges receipt of the REMIC II
      Regular Interests and declares that it holds and will hold the same in trust
      for
      the exclusive use and benefit of the Holders of the REMIC III Regular Interests
      and the Class R Certificates (in respect of the Class R-III Interest). The
      interests evidenced by the Class R-III Interest, together with the Regular
      Certificates (other than the Class CE Certificates and the Class P
      Certificates), the Class CE Interest and the Class P Interest and the Class
      Swap-IO Interest, constitute the entire beneficial ownership interest in REMIC
      III.

     

    (d)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the Class
      CE Interest (which is uncertificated) for the benefit of the Holders of the
      Class CE Certificates and the Class R-X Certificates (in respect of the Class
      R-IV Interest). The Trustee acknowledges receipt of the Class CE Interest and
      declares that it holds and will hold the same in trust for the exclusive use
      and
      benefit of the Holders of the Class CE Certificates and the Class R-X
      Certificates (in respect of the Class R-IV Interest). The interests evidenced
      by
      the Class R-IV Interest, together with the Class CE Certificates, constitute
      the
      entire beneficial ownership interest in REMIC IV.

     

    (e)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the Class
      P Interest (which is uncertificated) for the benefit of the Holders of the
      Class
      P Certificates and the Class R-X Certificates (in respect of the Class R-V
      Interest). The Trustee acknowledges receipt of the Class P Interest and declares
      that it holds and will hold the same in trust for the exclusive use and benefit
      of the Holders of the Class P Certificates and the Class R-X Certificates (in
      respect of the Class R-V Interest). The interests evidenced by the Class R-V
      Interest, together with the Class P Certificates, constitute the entire
      beneficial ownership interest in REMIC V.

     

    (f)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the Class
      Swap-IO Interest (which is uncertificated) for the benefit of the Holders of
      REMIC VI Regular Interest SWAP-IO and the Class R-X Certificates (in respect
      of
      the Class R-VI Interest). The Trustee acknowledges receipt of the Class Swap-IO
      Interest and declares that it holds and shall hold the same in trust for the
      exclusive use and benefit of the Holders of REMIC VI Regular Interest SWAP-IO
      and the Class R-X Certificates (in respect of the Class R-VI Interest). The
      interests evidenced by the Class R-VI Interest, together with REMIC VI Regular
      Interest SWAP-IO, constitute the entire beneficial ownership interest in REMIC
      VI.

     

    
      	SECTION
              2.07.  	
              Issuance
                of Class R Certificates and Class R-X
                Certificates.

            


    

     

    (a)  The
      Trustee acknowledges the assignment to it of the REMIC I Regular Interests
      and
      REMIC II Regular Interests and, concurrently therewith and in exchange therefor,
      pursuant to the written request of the Depositor executed by an officer of
      the
      Depositor, the Trustee has executed, authenticated and delivered to or upon
      the
      order of the Depositor, the Class R Certificates in authorized denominations.
      The interests evidenced by the Class R Certificates (in respect of the Class
      R-III Interest), together with the REMIC III Certificates, the Class CE
      Interest, the Class P Interest and the Class Swap-IO Interest, constitute the
      entire beneficial ownership interest in REMIC III.

     

    (b)  The
      Trustee acknowledges the assignment to it of the Class CE Interest, the Class
      P
      Interest and the Class Swap-IO Interest, concurrently therewith and in exchange
      therefor, pursuant to the written request of the Depositor executed by an
      officer of the Depositor, the Trustee has executed, authenticated and delivered
      to or upon the order of the Depositor, the Class R-X Certificates in authorized
      denominations. The interests evidenced by the Class R-X Certificates, together
      with the Class CE Certificates, the Class P Certificates and the REMIC VI
      Regular Interest SWAP-IO constitute the entire beneficial ownership interest
      in
      REMIC IV, REMIC V and REMIC VI.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      III  

     

    ADMINISTRATION
      AND SERVICING 

    OF
      THE
      MORTGAGE LOANS

     

    
      	SECTION
              3.01.  	
              Servicer
                to Act as Servicer.

            


    

     

    The
      Servicer shall service and administer the Mortgage Loans on behalf of the Trust
      Fund and in the best interests of and for the benefit of the Certificateholders
      (as determined by the Servicer in its reasonable judgment) in accordance with
      the terms of this Agreement and the respective Mortgage Loans and, to the extent
      consistent with such terms, in the same manner in which it services and
      administers similar mortgage loans for its own portfolio, giving due
      consideration to customary and usual standards of practice of prudent mortgage
      lenders and loan servicers administering similar mortgage loans but without
      regard to: 

     

    (i)  any
      relationship that the Servicer, any Sub-Servicer or any Affiliate of the
      Servicer or any Sub-Servicer may have with the related Mortgagor;

     

    (ii)  the
      ownership or non-ownership of any Certificate by the Servicer or any Affiliate
      of the Servicer;

     

    (iii)  the
      Servicer’s obligation to make Advances or Servicing Advances; or

     

    (iv)  the
      Servicer’s or any Sub-Servicer’s right to receive compensation for its services
      hereunder or with respect to any particular transaction.

     

    To
      the
      extent consistent with the foregoing, the Servicer (a) shall seek to maximize
      the timely and complete recovery of principal and interest on the Mortgage
      Notes
      and (b) shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge
      only
      under the following circumstances: (i) such waiver is standard and customary
      in
      servicing similar mortgage loans and such waiver relates to a default or a
      reasonably foreseeable default and would, in the reasonable judgment of the
      Servicer, maximize recovery of total proceeds taking into account the value
      of
      such Prepayment Charge and the related Mortgage Loan, (ii) the collection of
      such Prepayment Charge would be in violation of applicable laws, (iii) the
      amount of the Prepayment Charge set forth on the Prepayment Charge Schedule
      is
      not consistent with the related Mortgage Note or is otherwise unenforceable
      or
      (iv) the collection of such Prepayment Charge would be considered “predatory”
pursuant to written guidance published or issued by any applicable federal,
      state or local regulatory authority acting in its official capacity and having
      jurisdiction over such matters. If a Prepayment Charge is waived as permitted
      by
      meeting the standard described in clauses (ii), (iii) or (iv) above, then the
      Trustee (upon receipt of written notice from the Servicer that such waiver
      has
      occurred) shall enforce the obligation of NC Capital to pay the amount of such
      waived Prepayment Charge to the Trust Administrator for deposit in the
      Distribution Account for the benefit of the Holders of the Class P Certificates.
      If a Prepayment Charge is waived other than in accordance with (i), (ii), (iii)
      or (iv) above, the Servicer shall pay the amount of such waived Prepayment
      Charge to the Trust Administrator for deposit in the Distribution Account for
      the benefit of the Holders of the Class P Certificates.

     

    To
      the
      extent consistent with the foregoing, the Servicer shall also seek to maximize
      the timely and complete recovery of principal and interest on the Mortgage
      Notes. Subject only to the above-described servicing standards and the terms
      of
      this Agreement and of the respective Mortgage Loans, the Servicer shall have
      full power and authority, acting alone or through Sub-Servicers as provided
      in
      Section 3.02, to do or cause to be done any and all things in connection with
      such servicing and administration which it may deem necessary or desirable.
      Without limiting the generality of the foregoing, the Servicer in its own name
      or in the name of a Sub-Servicer is hereby authorized and empowered by the
      Trustee when the Servicer believes it appropriate in its best judgment in
      accordance with the servicing standards set forth above, to execute and deliver,
      on behalf of the Certificateholders and the Trustee, and upon notice to the
      Trustee, any and all instruments of satisfaction or cancellation, or of partial
      or full release or discharge, and all other comparable instruments, with respect
      to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure
      proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
      ownership of such properties, and to hold or cause to be held title to such
      properties, on behalf of the Trustee and Certificateholders. The Servicer shall
      service and administer the Mortgage Loans in accordance with applicable state
      and federal law and shall provide to the Mortgagors any reports required to
      be
      provided to them thereby. The Servicer shall also comply in the performance
      of
      this Agreement with all reasonable rules and requirements of any standard hazard
      insurance policy. Subject to Section 3.17, the Trustee shall execute, at the
      written request of the Servicer, and furnish to the Servicer and any
      Sub-Servicer such documents as are necessary or appropriate to enable the
      Servicer or any Sub-Servicer to carry out their servicing and administrative
      duties hereunder, and the Trustee hereby grants to the Servicer a power of
      attorney to carry out such duties. The Trustee shall not be liable for the
      actions of the Servicer or any Sub-Servicers under such powers of
      attorney.

     

    In
      accordance with the standards of the preceding paragraph, the Servicer shall
      advance or cause to be advanced funds as necessary for the purpose of effecting
      the timely payment of taxes and assessments on the Mortgaged Properties, which
      advances shall be Servicing Advances reimbursable in the first instance from
      related collections from the Mortgagors pursuant to Section 3.09, and further
      as
      provided in Section 3.11. Any cost incurred by the Servicer or by Sub-Servicers
      in effecting the timely payment of taxes and assessments on a Mortgaged Property
      shall not, for the purpose of calculating distributions to Certificateholders,
      be added to the unpaid principal balance of the related Mortgage Loan,
      notwithstanding that the terms of such Mortgage Loan so permit provided,
      however, that (subject to Section 3.07) the Servicer may capitalize the amount
      of any Servicing Advances incurred pursuant to this Section 3.01 in connection
      with the modification of a Mortgage Loan.

     

    The
      Servicer further is authorized and empowered by the Trustee, on behalf of the
      Certificateholders and the Trustee, in its own name or in the name of the
      Sub-Servicer, when the Servicer or the Sub-Servicer, as the case may be,
      believes it is appropriate in its best judgment to register any Mortgage Loan
      on
      the MERS System, or cause the removal from the registration of any Mortgage
      Loan
      on the MERS System, to execute and deliver, on behalf of the Trustee and the
      Certificateholders or any of them, any and all instruments of assignment and
      other comparable instruments with respect to such assignment or re-recording
      of
      a Mortgage in the name of MERS, solely as nominee for the Trustee and its
      successors and assigns. Any reasonable expenses (i) incurred as a result of
      MERS
      discontinuing or becoming unable to continue operations in connection with
      the
      MERS System or (ii) if the affected Mortgage Loan is in default or, in the
      judgment of the Servicer, such default is reasonably foreseeable, incurred
      in
      connection with the actions described in the preceding sentence, shall be
      subject to withdrawal by the Servicer from the Collection Account.

     

    Notwithstanding
      anything in this Agreement to the contrary, the Servicer may not make any future
      advances with respect to a Mortgage Loan (except as provided in Section 4.03)
      and the Servicer shall not (i) permit any modification with respect to any
      Mortgage Loan (except with respect to a Mortgage Loan that is in default or,
      in
      the judgment of the Servicer, such default is reasonably foreseeable) that
      would
      change the Mortgage Rate, reduce or increase the principal balance (except
      for
      reductions resulting from actual payments of principal) or change the final
      maturity date on such Mortgage Loan or (ii) permit any modification, waiver
      or
      amendment of any term of any Mortgage Loan that would both (A) effect an
      exchange or reissuance of such Mortgage Loan under Section 1001 of the Code
      (or
      final, temporary or proposed Treasury regulations promulgated thereunder) and
      (B) cause any REMIC to fail to qualify as a REMIC under the Code or the
      imposition of any tax on “prohibited transactions” or “contributions after the
      startup date” under the REMIC Provisions.

     

    Notwithstanding
      anything in this Agreement to the contrary and notwithstanding its ability
      to do
      so pursuant to the terms of the related mortgage note, the Servicer shall not
      be
      required to enforce any provision in any mortgage note the enforcement of which
      would violate federal, state or local laws or ordinances designed to discourage
      predatory lending practices. 

     

    The
      Servicer may delegate its responsibilities under this Agreement; provided,
      however, that no such delegation shall release the Servicer from the
      responsibilities or liabilities arising under this Agreement.

     

    
      	SECTION
              3.02.  	
              Sub-Servicing
                Agreements Between Servicer and
                Sub-Servicers.

            


    

     

    (a)  The
      Servicer may enter into Sub-Servicing Agreements (provided that such agreements
      would not result in a withdrawal or a downgrading by the Rating Agencies of
      the
      rating on any Class of Certificates) with Sub-Servicers, for the servicing
      and
      administration of the Mortgage Loans; provided, however, that (i) each such
      sub-servicing arrangement and the terms of the related Sub-Servicing Agreement
      must provide for the servicing of Mortgage Loans in a manner consistent with
      the
      servicing arrangement contemplated hereunder and (ii) the NIMS Insurer shall
      have consented to such Sub-Servicing Agreement. 

     

    (b)  Each
      Sub-Servicer shall be (i) authorized to transact business in the state or states
      in which the related Mortgaged Properties it is to service are situated, if
      and
      to the extent required by applicable law to enable the Sub-Servicer to perform
      its obligations hereunder and under the Sub-Servicing Agreement and (ii) a
      Freddie Mac or Fannie Mae approved mortgage servicer. Each Sub-Servicing
      Agreement must impose on the Sub-Servicer requirements conforming to the
      provisions set forth in Section 3.08, 3.20, 3.21 and 4.06 and provide for
      servicing of the Mortgage Loans consistent with the terms of this Agreement.
      The
      Servicer will examine each Sub-Servicing Agreement and will be familiar with
      the
      terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent
      with any of the provisions of this Agreement. The Servicer and the Sub-Servicers
      may enter into and make amendments to the Sub-Servicing Agreements or enter
      into
      different forms of Sub-Servicing Agreements; provided, however, that any such
      amendments or different forms shall be consistent with and not violate the
      provisions of this Agreement, and that no such amendment or different form
      shall
      be made or entered into which could be reasonably expected to be materially
      adverse to the interests of the Certificateholders, without the consent of
      the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      variation without the consent of the Holders of Certificates entitled to at
      least 66% of the Voting Rights from the provisions set forth in Section 3.08
      (relating to insurance or priority requirements of Sub-Servicing Accounts,
      or
      credits and charges to the Sub- Servicing Accounts or the timing and amount
      of
      remittances by the Sub-Servicers to the Servicer), Section 3.20 or Section
      3.21,
      are conclusively deemed to be inconsistent with this Agreement and therefore
      prohibited. The Servicer shall deliver to the Trustee, the Trust Administrator,
      the Master Servicer and the NIMS Insurer copies of all Sub-Servicing Agreements
      and any amendments or modifications thereof, promptly upon the Servicer’s
      execution and delivery of such instruments.

     

    (c)  As
      part
      of its servicing activities hereunder, the Servicer (except as otherwise
      provided in the last sentence of this paragraph), for the benefit of the Trustee
      and the Certificateholders, shall enforce the obligations of each Sub-Servicer
      under the related Sub-Servicing Agreement, including, without limitation, any
      obligation of a Sub-Servicer to make advances in respect of delinquent payments
      as required by a Sub-Servicing Agreement. Such enforcement, including, without
      limitation, the legal prosecution of claims, termination of Sub-Servicing
      Agreements, and the pursuit of other appropriate remedies, shall be in such
      form
      and carried out to such an extent and at such time as the Servicer, in its
      good
      faith business judgment, would require were it the owner of the related Mortgage
      Loans. The Servicer shall pay the costs of such enforcement at its own expense,
      and shall be reimbursed therefor only (i) from a general recovery resulting
      from
      such enforcement, to the extent, if any, that such recovery exceeds all amounts
      due in respect of the related Mortgage Loans, or (ii) from a specific recovery
      of costs, expenses or attorneys’ fees against the party against whom such
      enforcement is directed. 

     

    
      	SECTION
              3.03.  	
              Successor
                Sub-Servicers.

            


    

     

    The
      Servicer, with the consent of the NIMS Insurer, shall be entitled to terminate
      any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer
      pursuant to any Sub-Servicing Agreement in accordance with the terms and
      conditions of such Sub-Servicing Agreement. In the event of termination of
      any
      Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed
      simultaneously by the Servicer without any act or deed on the part of such
      Sub-Servicer or the Servicer, and the Servicer either shall service directly
      the
      related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a
      successor Sub-Servicer which qualifies under Section 3.02.

     

    Any
      Sub-Servicing Agreement shall include the provision that such agreement may
      be
      immediately terminated by the Master Servicer (if the Master Servicer is acting
      as Servicer) without fee, in accordance with the terms of this Agreement, in
      the
      event that the Servicer (or the Master Servicer, if it is then acting as
      Servicer) shall, for any reason, no longer be the Servicer (including
      termination due to a Servicer Event of Default).

     

    
      	SECTION
              3.04.  	
              Liability
                of the Servicer.

            


    

     

    Notwithstanding
      any Sub-Servicing Agreement, any of the provisions of this Agreement relating
      to
      agreements or arrangements between the Servicer and a Sub-Servicer or reference
      to actions taken through a Sub-Servicer or otherwise, the Servicer shall remain
      obligated and primarily liable to the Trustee and the Certificateholders for
      the
      servicing and administering of the Mortgage Loans in accordance with the
      provisions of Section 3.01 without diminution of such obligation or liability
      by
      virtue of such Sub-Servicing Agreements or arrangements or by virtue of
      indemnification from the Sub-Servicer and to the same extent and under the
      same
      terms and conditions as if the Servicer alone were servicing and administering
      the Mortgage Loans. The Servicer shall be entitled to enter into any agreement
      with a Sub- Servicer for indemnification of the Servicer by such Sub-Servicer
      and nothing contained in this Agreement shall be deemed to limit or modify
      such
      indemnification.

     

    
      	SECTION
              3.05.  	
              No
                Contractual Relationship Between Sub-Servicers and the Trustee, the
                Trust
                Administrator, the NIMS Insurer or
                Certificateholders.

            


    

     

    Any
      Sub-Servicing Agreement that may be entered into and any transactions or
      services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
      as such shall be deemed to be between the Sub-Servicer and the Servicer alone,
      and the Trustee, the Master Servicer, the Trust Administrator, the NIMS Insurer
      and the Certificateholders shall not be deemed parties thereto and shall have
      no
      claims, rights, obligations, duties or liabilities with respect to the
      Sub-Servicer except as set forth in Section 3.06. The Servicer shall be solely
      liable for all fees owed by it to any Sub-Servicer, irrespective of whether
      the
      Servicer’s compensation pursuant to this Agreement is sufficient to pay such
      fees.

     

    
      	SECTION
              3.06.  	
              Assumption
                or Termination of Sub-Servicing Agreements by Master
                Servicer.

            


    

     

    In
      the
      event the Servicer shall for any reason no longer be the Servicer (including
      by
      reason of the occurrence of a Servicer Event of Default), the Master Servicer
      or, if the Master Servicer is the Servicer, the Trustee (or the successor
      servicer appointed pursuant to Section 7.02) shall thereupon assume all of
      the
      rights and obligations of the Servicer under each Sub-Servicing Agreement that
      the Servicer may have entered into, unless the Master Servicer or the Trustee,
      as applicable, elects to terminate any Sub-Servicing Agreement in accordance
      with its terms as provided in Section 3.03. Upon such assumption, the Master
      Servicer or the Trustee, as applicable (or the successor servicer appointed
      pursuant to Section 7.02 shall be deemed, subject to Section 3.03, to have
      assumed all of the Servicer’s interest therein and to have replaced the Servicer
      as a party to each Sub-Servicing Agreement to the same extent as if each
      Sub-Servicing Agreement had been assigned to the assuming party, except that
      (i)
      the Servicer shall not thereby be relieved of any liability or obligations
      under
      any Sub-Servicing Agreement and (ii) none of the Trust Administrator, its
      designee or any successor Servicer shall be deemed to have assumed any liability
      or obligation of the Servicer that arose before it ceased to be the
      Servicer.

     

    The
      Servicer at its expense shall, upon request of the Master Servicer or the
      Trustee, as applicable, deliver to the assuming party all documents and records
      relating to each Sub-Servicing Agreement and the Mortgage Loans then being
      serviced and an accounting of amounts collected and held by or on behalf of
      it,
      and otherwise use its best efforts to effect the orderly and efficient transfer
      of the Sub-Servicing Agreements to the assuming party. 

     

    
      	SECTION
              3.07.  	
              Collection
                of Certain Mortgage Loan Payments.

            


    

     

    The
      Servicer shall make reasonable efforts to collect all payments called for under
      the terms and provisions of the Mortgage Loans, and shall, to the extent such
      procedures shall be consistent with this Agreement and the terms and provisions
      of any applicable insurance policies, follow such collection procedures as
      it
      would follow with respect to mortgage loans comparable to the Mortgage Loans
      and
      held for its own account. Consistent with the foregoing and the servicing
      standards set forth in Section 3.01, the Servicer may in its discretion (i)
      waive any late payment charge or, if applicable, penalty interest or (ii) extend
      the due dates for Monthly Payments due on a Mortgage Note for a period of not
      greater than 180 days; provided that any extension pursuant to clause (ii)
      above
      shall not affect the amortization schedule of any Mortgage Loan for purposes
      of
      any computation hereunder, except as provided below; provided further that
      the
      NIMS Insurer’s prior written consent shall be required for any modification,
      waiver or amendment if the aggregate number of outstanding Mortgage Loans which
      have been modified, waived or amended exceeds 5% of the number of Mortgage
      Loans
      as of the Cut-off Date. In the event of any such arrangement pursuant to clause
      (ii) above, the Servicer shall make timely advances on such Mortgage Loan during
      such extension pursuant to Section 4.03 and in accordance with the amortization
      schedule of such Mortgage Loan without modification thereof by reason of such
      arrangements. Notwithstanding the foregoing, in the event that any Mortgage
      Loan
      is in default or, in the judgment of the Servicer, such default is reasonably
      foreseeable, the Servicer, consistent with the standards set forth in Section
      3.01, may waive, modify or vary any term of such Mortgage Loan (including
      modifications that change the Mortgage Rate, forgive the payment of principal
      or
      interest or extend the final maturity date of such Mortgage Loan), accept
      payment from the related Mortgagor of an amount less than the Stated Principal
      Balance in final satisfaction of such Mortgage Loan (such payment, a “Short
      Pay-off”) or consent to the postponement of strict compliance with any such term
      or otherwise grant indulgence to any Mortgagor without the prior written consent
      of the NIMS Insurer, if in the Servicer’s determination such waiver,
      modification, postponement or indulgence is not materially adverse to the
      interests of the Certificateholders (taking into account any estimated Realized
      Loss that might result absent such action); provided, however, the Servicer
      shall not modify any Mortgage Loan in a manner that would capitalize the amount
      of any unpaid Monthly Payments or tax or insurance payments advanced by the
      Servicer on the Mortgagor’s behalf unless the related Mortgagor shall have
      remitted an amount equal to a full Monthly Payment (or, in the case of any
      Mortgage Loan subject to a forbearance plan or bankruptcy plan, a full modified
      monthly payment under such plan) in each of the three calendar months
      immediately preceding the month of such modification.

     

    
      	SECTION
              3.08.  	
              Sub-Servicing
                Accounts.

            


    

     

    In
      those
      cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
      Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
      maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
      Sub-Servicing Account shall be an Eligible Account and shall comply with all
      requirements of this Agreement relating to the Collection Account. The
      Sub-Servicer shall deposit in the Sub-Servicing Account, in no event more than
      two Business Days after the Sub-Servicer’s receipt thereof, all proceeds of
      Mortgage Loans received by the Sub-Servicer less its servicing compensation
      to
      the extent permitted by the Sub-Servicing Agreement. The Sub-Servicer shall
      thereafter remit such proceeds to the Servicer for deposit in the Collection
      Account not later than two Business Days after the deposit of such amounts
      in
      the Sub-Servicing Account. For purposes of this Agreement, the Servicer shall
      be
      deemed to have received payments on the Mortgage Loans when the Sub-Servicer
      receives such payments.

     

    
      	SECTION
              3.09.  	
              Collection
                of Taxes, Assessments and Similar Items; Servicing
                Accounts.

            


    

     

    To
      the
      extent the terms of a Mortgage provide for Escrow Payments, the Servicer shall
      establish and maintain one or more accounts (the “Servicing Accounts”), into
      which all collections from the Mortgagors (or related advances from
      Sub-Servicers) for the payment of taxes, assessments, fire, flood, and hazard
      insurance premiums, hazard insurance proceeds (to the extent such amounts are
      to
      be applied to the restoration or repair of the property) and comparable items
      for the account of the Mortgagors (“Escrow Payments”) shall be deposited and
      retained. Servicing Accounts shall be Eligible Accounts. The Servicer shall
      deposit in the Servicing Accounts on a daily basis and in no event later than
      the second Business Day after receipt, and retain therein, all Escrow Payments
      collected on account of the Mortgage Loans, for the purpose of effecting the
      timely payment of any such items as required under the terms of this Agreement.
      Withdrawals of amounts from a Servicing Account may be made only to (i) effect
      timely payment of taxes, assessments, fire, flood, and hazard insurance
      premiums, and comparable items; (ii) reimburse the Servicer out of related
      collections for any advances made pursuant to Section 3.01 (with respect to
      taxes and assessments) and Section 3.14 (with respect to fire, flood and hazard
      insurance); (iii) refund to Mortgagors any sums as may be determined to be
      overages; (iv) pay interest, if required and as described below, to Mortgagors
      on balances in the Servicing Account; or (v) clear and terminate the Servicing
      Account at the termination of the Servicer’s obligations and responsibilities in
      respect of the Mortgage Loans under this Agreement in accordance with Article
      IX. As part of its servicing duties, the Servicer shall pay to the Mortgagors
      interest on funds in Servicing Accounts, to the extent required by law and,
      to
      the extent that interest earned on funds in the Servicing Accounts is
      insufficient, to pay such interest from its or their own funds, without any
      reimbursement therefor. Notwithstanding the foregoing, the Servicer shall not
      be
      obligated to collect Escrow Payments if the related Mortgage Loan does not
      require such payments but the Servicer shall nevertheless be obligated to make
      Servicing Advances as provided in Section 3.01. In the event the Servicer shall
      deposit in the Servicing Accounts any amount not required to be deposited
      therein, it may at any time withdraw such amount from the Servicing Accounts,
      any provision to the contrary notwithstanding.

     

    To
      the
      extent that a Mortgage does not provide for Escrow Payments, the Servicer (i)
      shall determine whether any such payments are made by the Mortgagor in a manner
      and at a time that is necessary to avoid the loss of the Mortgaged Property
      due
      to a tax sale or the foreclosure as a result of a tax lien and (ii) shall ensure
      that all insurance required to be maintained on the Mortgaged Property pursuant
      to this Agreement is maintained. If any such payment has not been made and
      the
      Servicer receives notice of a tax lien with respect to the Mortgage Loan being
      imposed, the Servicer will, to the extent required to avoid loss of the
      Mortgaged Property, advance or cause to be advanced funds necessary to discharge
      such lien on the Mortgaged Property. The Servicer assumes full responsibility
      for the payment of all such bills and shall effect payments of all such bills
      irrespective of the Mortgagor’s faithful performance in the payment of same or
      the making of the Escrow Payments and shall make Servicing Advances from its
      own
      funds to effect such payments.

     

    
      	SECTION
              3.10.  	
              Collection
                Account.

            


    

     

    (a)  On
      behalf
      of the Trust Fund, the Servicer shall establish and maintain one or more
      separate, segregated trust accounts (such account or accounts, the “Collection
      Account”), held in trust for the benefit of the Trust Administrator, the Trustee
      and the Certificateholders. On behalf of the Trust Fund, the Servicer shall
      deposit or cause to be deposited in the clearing account (which account must
      be
      an Eligible Account) in which it customarily deposits payments and collections
      on mortgage loans in connection with its mortgage loan servicing activities
      on a
      daily basis, and in no event more than two Business Days after the Servicer’s
      receipt thereof, and shall thereafter deposit in the Collection Account, in
      no
      event more than one Business Day after the deposit of such funds into the
      clearing account, as and when received or as otherwise required hereunder,
      the
      following payments and collections received or made by it from and after the
      Cut-off Date (other than in respect of principal or interest on the related
      Mortgage Loans due on or before the Cut-off Date), or payments (other than
      Principal Prepayments) received by it on or prior to the Cut-off Date but
      allocable to a Due Period subsequent thereto:

     

    (i)  all
      payments on account of principal, including Principal Prepayments (but not
      Prepayment Charges), on the Mortgage Loans;

     

    (ii)  all
      payments on account of interest (net of the related Servicing Fee and any
      Prepayment Interest Excess) on each Mortgage Loan;

     

    (iii)  all
      Insurance Proceeds and Liquidation Proceeds (other than proceeds collected
      in
      respect of any particular REO Property and amounts paid by the Servicer in
      connection with a purchase of Mortgage Loans and REO Properties pursuant to
      Section 9.01); 

     

    (iv)  any
      amounts required to be deposited pursuant to Section 3.12 in connection with
      any
      losses realized on Permitted Investments with respect to funds held in the
      Collection Account;

     

    (v)  any
      amounts required to be deposited by the Servicer pursuant to the second
      paragraph of Section 3.14(a) in respect of any blanket policy
      deductibles;

     

    (vi)  all
      proceeds of any Mortgage Loan repurchased or purchased in accordance with
      Section 2.03 or Section 9.01;

     

    (vii)  all
      amounts required to be deposited in connection with shortfalls in principal
      amount of Qualified Substitute Mortgage Loans pursuant to Section 2.03;
      and

     

    (viii)  all
      Prepayment Charges collected by the Servicer and any Servicer Prepayment Charge
      Payment Amounts in connection with the Principal Prepayment of any of the
      Mortgage Loans.

     

    For
      purposes of the immediately preceding sentence, the Cut-off Date with respect
      to
      any Qualified Substitute Mortgage Loan shall be deemed to be the date of
      substitution. 

     

    The
      foregoing requirements for deposit in the Collection Accounts shall be
      exclusive, it being understood and agreed that, without limiting the generality
      of the foregoing, payments in the nature of late payment charges, Prepayment
      Interest Excess or assumption fees (other than Prepayment Charges) need not
      be
      deposited by the Servicer in the Collection Account. In the event the Servicer
      shall deposit in the Collection Account any amount not required to be deposited
      therein, it may at any time withdraw such amount from the Collection Account,
      any provision herein to the contrary notwithstanding.

     

    (b)  On
      behalf
      of the Trust Fund, the Servicer shall deliver to the Trust Administrator in
      immediately available funds for deposit in the Distribution Account (i) on
      the
      Servicer Remittance Date, that portion of the Available Funds for the related
      Distribution Date then on deposit in the Collection Account, the amount of
      all
      Prepayment Charges collected during the applicable Prepayment Period by the
      Servicer and Servicer Prepayment Charge Payment Amounts in connection with
      the
      Principal Prepayment of any of the Mortgage Loans then on deposit in the
      Collection Account and (ii) on each Business Day as of the commencement of
      which
      the balance on deposit in the Collection Account exceeds $75,000 following
      any
      withdrawals pursuant to the next succeeding sentence, the amount of such excess,
      but only if the Collection Account constitutes an Eligible Account solely
      pursuant to clause (ii) of the definition of “Eligible Account.” If the balance
      on deposit in the Collection Account exceeds $75,000 as of the commencement
      of
      business on any Business Day and the Collection Account constitutes an Eligible
      Account solely pursuant to clause (ii) of the definition of “Eligible Account,”
the Servicer shall, on such Business Day, withdraw from the Collection Account
      any and all amounts payable or reimbursable to the Depositor, the Servicer,
      the
      Trustee, the Trust Administrator, the Seller or any Sub-Servicer pursuant to
      Section 3.11 and shall pay such amounts to the Persons entitled
      thereto.

     

    (c)  Funds
      in
      the Collection Account may be invested in Permitted Investments in accordance
      with the provisions set forth in Section 3.12. The Servicer shall give notice
      to
      the Trustee, the Trust Administrator, the Depositor, the Master Servicer and
      the
      NIMS Insurer of the location of the Collection Account maintained by it when
      established and prior to any change thereof. 

     

    (d)  Funds
      held in the Collection Account at any time may be delivered by the Servicer
      to
      the Trust Administrator for deposit in an account (which may be the Distribution
      Account and must satisfy the standards for the Distribution Account as set
      forth
      in the definition thereof) and for all purposes of this Agreement shall be
      deemed to be a part of the Collection Account; provided, however, that the
      Trust
      Administrator shall have the sole authority to withdraw any funds held pursuant
      to this subsection (d). In the event the Servicer shall deliver to the Trust
      Administrator for deposit in the Distribution Account any amount not required
      to
      be deposited therein, it may at any time request that the Trust Administrator
      withdraw such amount from the Distribution Account and remit to it any such
      amount, any provision herein to the contrary notwithstanding. In addition,
      the
      Servicer shall deliver to the Trust Administrator from time to time for deposit,
      and upon written notification from the Servicer, the Trust Administrator shall
      so deposit, in the Distribution Account:

     

    (i)  any
      Advances, as required pursuant to Section 4.03;

     

    (ii)  any
      amounts required to be deposited pursuant to Section 3.23(d) or (f) in
      connection with any REO Property; 

     

    (iii)  any
      amounts to be paid by the Servicer in connection with a purchase of Mortgage
      Loans and REO Properties pursuant to Section 9.01; and

     

    (iv) any
      amounts required to be deposited pursuant to Section 3.24 in connection with
      any
      Prepayment Interest Shortfalls.

     

    (e)  The
      Servicer shall deposit in the Collection Account any amounts required to be
      deposited pursuant to Section 3.12(b) in connection with losses realized on
      Permitted Investments with respect to funds held in the Collection
      Account.

     

    
      	SECTION
              3.11.  	
              Withdrawals
                from the Collection Account.

            


    

     

    The
      Servicer shall, from time to time, make withdrawals from the Collection Account
      for any of the following purposes, without priority, or as described in Section
      4.03:

     

    (i)  to
      remit
      to the Trust Administrator for deposit in the Distribution Account the amounts
      required to be so remitted pursuant to Section 3.10(b) or permitted to be so
      remitted pursuant to the first sentence of Section 3.10(d);

     

    (ii)  subject
      to Section 3.16(d), to reimburse the Servicer for Advances, but only to the
      extent of amounts received which represent Late Collections (net of the related
      Servicing Fees) of Monthly Payments on Mortgage Loans with respect to which
      such
      Advances were made in accordance with the provisions of Section
      4.03;

     

    (iii)  subject
      to Section 3.16(d), to pay the Servicer or any Sub-Servicer (A) any unpaid
      Servicing Fees, (B) any unreimbursed Servicing Advances with respect to each
      Mortgage Loan, but only to the extent of any Liquidation Proceeds, Insurance
      Proceeds or other amounts as may be collected by the Servicer from a Mortgagor,
      or otherwise received with respect to such Mortgage Loan and (C) without
      limiting any right of withdrawal set forth in clause (vi) below, any Servicing
      Advances made with respect to a Mortgage Loan that, following the final
      liquidation of a Mortgage Loan are Nonrecoverable Advances, but only to the
      extent that Late Collections, Liquidation Proceeds and Insurance Proceeds
      received with respect to such Mortgage Loan are insufficient to reimburse the
      Servicer or any Sub-Servicer for such Servicing Advances;

     

    (iv)  to
      pay to
      the Servicer as servicing compensation (in addition to the Servicing Fee) on
      the
      Servicer Remittance Date any interest or investment income earned on funds
      deposited in the Collection Account; 

     

    (v)  to
      pay to
      the Servicer, NC Capital or the Seller, as the case may be, with respect to
      each
      Mortgage Loan that has previously been purchased or replaced pursuant to Section
      2.03 or Section 3.16(c) all amounts received thereon subsequent to the date
      of
      purchase or substitution, as the case may be;

     

    (vi)  to
      reimburse the Servicer for any Advance or Servicing Advance previously made
      which the Servicer has determined to be a Nonrecoverable Advance or
      Nonrecoverable Servicing Advance in accordance with the provisions of Section
      4.03; 

     

    (vii)  to
      reimburse the Servicer, the Master Servicer or the Depositor for expenses
      incurred by or reimbursable to the Servicer, the Master Servicer or the
      Depositor, as the case may be, pursuant to Section 6.03; 

     

    (viii)  to
      reimburse the Servicer, the NIMS Insurer, the Trust Administrator, the Master
      Servicer or the Trustee, as the case may be, for expenses reasonably incurred
      in
      respect of the breach or defect giving rise to the purchase obligation under
      Section 2.03 of this Agreement that were included in the Purchase Price of
      the
      Mortgage Loan, including any expenses arising out of the enforcement of the
      purchase obligation; 

     

    (ix)     
      to pay itself any Prepayment Interest Excess (to the extent not otherwise
      retained);;

     

    (x)  to
      pay,
      or to reimburse the Servicer for advances in respect of expenses incurred in
      connection with any Mortgage Loan pursuant to Section 3.16(b); and

     

    (xi)  to
      clear
      and terminate the Collection Account pursuant to Section 9.01.

     

    The
      Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
      Mortgage Loan basis, for the purpose of justifying any withdrawal from the
      Collection Account, to the extent held by or on behalf of it, pursuant to
      subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Servicer
      shall provide written notification to the Trust Administrator and the NIMS
      Insurer, on or prior to the next succeeding Servicer Remittance Date, upon
      making any withdrawals from the Collection Account pursuant to subclause (vii)
      above.

     

    
      	SECTION
              3.12.  	
              Investment
                of Funds in the Collection Account.

            


    

     

    (a)  The
      Servicer may direct any depository institution maintaining the Collection
      Account (for purposes of this Section 3.12, an “Investment Account”) to invest
      the funds in such Investment Account in one or more Permitted Investments
      specified in such instruction bearing interest or sold at a discount, and
      maturing, unless payable on demand, (i) no later than the Business Day
      immediately preceding the date on which such funds are required to be withdrawn
      from such account pursuant to this Agreement, if a Person other than the Trust
      Administrator is the obligor thereon, and (ii) no later than the date on which
      such funds are required to be withdrawn from such account pursuant to this
      Agreement, if the Trust Administrator is the obligor thereon. All such Permitted
      Investments shall be held to maturity, unless payable on demand. Any investment
      of funds in an Investment Account shall be made in the name of the Trust
      Administrator (in its capacity as such) or in the name of a nominee of the
      Trust
      Administrator. The Trust Administrator shall be entitled to sole possession
      (except with respect to investment direction of funds held in the Collection
      Account and the Distribution Account and any income and gain realized thereon)
      over each such investment, and any certificate or other instrument evidencing
      any such investment shall be delivered directly to the Trust Administrator
      or
      its agent, together with any document of transfer necessary to transfer title
      to
      such investment to the Trust Administrator or its nominee. In the event amounts
      on deposit in an Investment Account are at any time invested in a Permitted
      Investment payable on demand, the Trust Administrator shall:

     

    (x) consistent
      with any notice required to be given thereunder, demand that payment thereon
      be
      made on the last day such Permitted Investment may otherwise mature hereunder
      in
      an amount equal to the lesser of (1) all amounts then payable thereunder and
      (2)
      the amount required to be withdrawn on such date; and

     

    (y) demand
      payment of all amounts due thereunder promptly upon determination by a
      Responsible Officer of the Trust Administrator that such Permitted Investment
      would not constitute a Permitted Investment in respect of funds thereafter
      on
      deposit in the Investment Account.

     

    (b)  All
      income and gain realized from the investment of funds deposited in the
      Collection Account held by or on behalf of the Servicer, shall be for the
      benefit of the Servicer and shall be subject to its withdrawal in accordance
      with Section 3.11. The Servicer shall deposit in the Collection Account the
      amount of any loss of principal incurred in respect of any such Permitted
      Investment made with funds in such accounts immediately upon realization of
      such
      loss.

     

    (c)  Except
      as
      otherwise expressly provided in this Agreement, if any default occurs in the
      making of a payment due under any Permitted Investment, or if a default occurs
      in any other performance required under any Permitted Investment, the Trust
      Administrator may and, subject to Section 8.01 and Section 8.02(a)(v), upon
      the
      request of the NIMS Insurer or the Holders of Certificates representing more
      than 50% of the Voting Rights allocated to any Class of Certificates, shall
      take
      such action as may be appropriate to enforce such payment or performance,
      including the institution and prosecution of appropriate proceedings.


     

    
      	SECTION
              3.13.  	
              [Reserved].

            


    

     

    
      	SECTION
              3.14.  	
              Maintenance
                of Hazard Insurance and Errors and Omissions and Fidelity
                Coverage.

            


    

     

    The
      terms
      of each Mortgage Note require the related Mortgagor to maintain fire, flood
      and
      hazard insurance policies. To the extent such policies are not maintained,
      the
      Servicer shall cause to be maintained for each Mortgaged Property fire and
      hazard insurance with extended coverage as is customary in the area where the
      Mortgaged Property is located in an amount which is at least equal to the lesser
      of the current principal balance of such Mortgage Loan and the amount necessary
      to fully compensate for any damage or loss to the improvements which are a
      part
      of such property on a replacement cost basis, in each case in an amount not
      less
      than such amount as is necessary to avoid the application of any coinsurance
      clause contained in the related hazard insurance policy. The Servicer shall
      also
      cause to be maintained fire and hazard insurance on each REO Property with
      extended coverage as is customary in the area where the Mortgaged Property
      is
      located in an amount which is at least equal to the lesser of (i) the maximum
      insurable value of the improvements which are a part of such property and (ii)
      the outstanding principal balance of the related Mortgage Loan at the time
      it
      became an REO Property. The Servicer will comply in the performance of this
      Agreement with all reasonable rules and requirements of each insurer under
      any
      such hazard policies. Any amounts to be collected by the Servicer under any
      such
      policies (other than amounts to be applied to the restoration or repair of
      the
      property subject to the related Mortgage or amounts to be released to the
      Mortgagor in accordance with the procedures that the Servicer would follow
      in
      servicing loans held for its own account, subject to the terms and conditions
      of
      the related Mortgage and Mortgage Note) shall be deposited in the Collection
      Account, subject to withdrawal pursuant to Section 3.11, if received in respect
      of a Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to
      Section 3.23, if received in respect of an REO Property. Any cost incurred
      by
      the Servicer in maintaining any such insurance shall not, for the purpose of
      calculating distributions to Certificateholders, be added to the unpaid
      principal balance of the related Mortgage Loan, notwithstanding that the terms
      of such Mortgage Loan so permit; provided, however, that the Servicer may
      capitalize the amount of any Servicing Advances incurred pursuant to this
      Section 3.14 in connection with the modification of a Mortgage Loan. It is
      understood and agreed that no earthquake or other additional insurance is to
      be
      required of any Mortgagor other than pursuant to such applicable laws and
      regulations as shall at any time be in force and as shall require such
      additional insurance. If the Mortgaged Property or REO Property is at any time
      in an area identified in the Federal Register by the Federal Emergency
      Management Agency as having special flood hazards, the Servicer will cause
      to be
      maintained a flood insurance policy in respect thereof. Such flood insurance
      shall be in an amount equal to the lesser of (i) the unpaid principal balance
      of
      the related Mortgage Loan and (ii) the maximum amount of such insurance
      available for the related Mortgaged Property under the national flood insurance
      program (assuming that the area in which such Mortgaged Property is located
      is
      participating in such program).

     

    In
      the
      event that the Servicer shall obtain and maintain a blanket policy with an
      insurer having a General Policy Rating of B:VI or better in Best’s Key Rating
      Guide insuring against hazard losses on all of the Mortgage Loans, it shall
      conclusively be deemed to have satisfied its obligations as set forth in the
      first two sentences of this Section 3.14, it being understood and agreed that
      such policy may contain a deductible clause, in which case the Servicer shall,
      in the event that there shall not have been maintained on the related Mortgaged
      Property or REO Property a policy complying with the first two sentences of
      this
      Section 3.14, and there shall have been one or more losses which would have
      been
      covered by such policy, deposit to the Collection Account from its own funds
      the
      amount not otherwise payable under the blanket policy because of such deductible
      clause. In connection with its activities as administrator and servicer of
      the
      Mortgage Loans, the Servicer agrees to prepare and present, on behalf of itself,
      the Trustee, the Trust Fund and the Certificateholders, claims under any such
      blanket policy in a timely fashion in accordance with the terms of such
      policy.

     

    (a)  The
      Servicer shall keep in force during the term of this Agreement a policy or
      policies of insurance covering errors and omissions for failure in the
      performance of its respective obligations under this Agreement, which policy
      or
      policies shall be in such form and amount that would meet the requirements
      of
      Fannie Mae or Freddie Mac if it were the purchaser of the Mortgage Loans, unless
      the Servicer, has obtained a waiver of such requirements from Fannie Mae or
      Freddie Mac. The Servicer shall also maintain a fidelity bond in the form and
      amount that would meet the requirements of Fannie Mae or Freddie Mac, unless
      the
      Servicer, has obtained a waiver of such requirements from Fannie Mae or Freddie
      Mac. The Servicer shall be deemed to have complied with this provision if an
      Affiliate of the Servicer, has such errors and omissions and fidelity bond
      coverage and, by the terms of such insurance policy or fidelity bond, the
      coverage afforded thereunder extends to the Servicer. Any such errors and
      omissions policy and fidelity bond shall by its terms not be cancelable without
      thirty days’ prior written notice to the Trustee, the Trust Administrator and
      the NIMS Insurer. 

     

    The
      Servicer shall provide to the Master Servicer evidence of the authorization
      of
      the person signing any certification, statement, copy or other evidence of
      any
      fidelity bond, errors and omissions policy, financial information and reports
      or
      such other information related to the Servicer or any Sub-Servicer or to the
      Servicer’s or such Sub-Servicer’s performance hereunder. 

     

    
      	SECTION
              3.15.  	
              Enforcement
                of Due-On-Sale Clauses; Assumption
                Agreements.

            


    

     

    The
      Servicer will, to the extent it has knowledge of any conveyance or prospective
      conveyance of any Mortgaged Property by any Mortgagor (whether by absolute
      conveyance or by contract of sale, and whether or not the Mortgagor remains
      or
      is to remain liable under the Mortgage Note and/or the Mortgage), exercise
      its
      rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale”
clause, if any, applicable thereto; provided, however, that the Servicer shall
      not exercise any such rights if prohibited by law from doing so. If the Servicer
      reasonably believes it is unable under applicable law to enforce such
“due-on-sale” clause, or if any of the other conditions set forth in the proviso
      to the preceding sentence apply, the Servicer will enter into an assumption
      and
      modification agreement from or with the person to whom such property has been
      conveyed or is proposed to be conveyed, pursuant to which such person becomes
      liable under the Mortgage Note and, to the extent permitted by applicable state
      law, the Mortgagor remains liable thereon. The Servicer is also authorized
      to
      enter into a substitution of liability agreement with such person, pursuant
      to
      which the original Mortgagor is released from liability and such person is
      substituted as the Mortgagor and becomes liable under the Mortgage Note,
      provided that no such substitution shall be effective unless such person
      satisfies the then current underwriting criteria of the Servicer for mortgage
      loans similar to the Mortgage Loans. In connection with any assumption or
      substitution, the Servicer shall apply such underwriting standards and follow
      such practices and procedures as shall be normal and usual in its general
      mortgage servicing activities and as it applies to other mortgage loans owned
      solely by it. The Servicer shall not take or enter into any assumption and
      modification agreement, however, unless (to the extent practicable in the
      circumstances) it shall have received confirmation, in writing, of the continued
      effectiveness of any applicable hazard insurance policy. Any fee collected
      by
      the Servicer in respect of an assumption or substitution of liability agreement
      will be retained by the Servicer as additional servicing compensation. In
      connection with any such assumption, no material term of the Mortgage Note
      (including but not limited to the related Mortgage Rate and the amount of the
      Monthly Payment) may be amended or modified, except as otherwise required
      pursuant to the terms thereof. The Servicer shall notify the Trustee, the Master
      Servicer, the Trust Administrator and the Custodian that any such substitution
      or assumption agreement has been completed by forwarding to the Custodian the
      executed original of such substitution or assumption agreement, which document
      shall be added to the related Mortgage File and shall, for all purposes, be
      considered a part of such Mortgage File to the same extent as all other
      documents and instruments constituting a part thereof.

     

    Notwithstanding
      the foregoing paragraph or any other provision of this Agreement, the Servicer
      shall not be deemed to be in default, breach or any other violation of its
      obligations hereunder by reason of any assumption of a Mortgage Loan by
      operation of law or by the terms of the Mortgage Note or any assumption which
      the Servicer may be restricted by law from preventing, for any reason
      whatsoever. For purposes of this Section 3.15, the term “assumption” is deemed
      to also include a sale (of the Mortgaged Property) subject to the Mortgage
      that
      is not accompanied by an assumption or substitution of liability
      agreement.

     

    
      	SECTION
              3.16.  	
              Realization
                Upon Defaulted Mortgage Loans.

            


    

     

    (a)  The
      Servicer shall, consistent with the servicing standard set forth in Section
      3.01, foreclose upon or otherwise comparably convert the ownership of properties
      securing such of the Mortgage Loans as come into and continue in default and
      as
      to which no satisfactory arrangements can be made for collection of delinquent
      payments pursuant to Section 3.07. The Servicer shall be responsible for all
      costs and expenses incurred by it in any such proceedings; provided, however,
      that such costs and expenses will be recoverable as Servicing Advances by the
      Servicer as contemplated in Section 3.11 and Section 3.23. The foregoing is
      subject to the provision that, in any case in which Mortgaged Property shall
      have suffered damage from an Uninsured Cause, the Servicer shall not be required
      to expend its own funds toward the restoration of such property unless it shall
      determine in its discretion that such restoration will increase the proceeds
      of
      liquidation of the related Mortgage Loan after reimbursement to itself for
      such
      expenses.

     

    (b)  Notwithstanding
      the foregoing provisions of this Section 3.16 or any other provision of this
      Agreement, with respect to any Mortgage Loan as to which the Servicer has
      received actual notice of, or has actual knowledge of, the presence of any
      toxic
      or hazardous substance on the related Mortgaged Property, the Servicer shall
      not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
      Property as a result of or in lieu of foreclosure or otherwise, or (ii)
      otherwise acquire possession of, or take any other action with respect to,
      such
      Mortgaged Property, if, as a result of any such action, the Trustee, the Trust
      Fund, the Trust Administrator, the Servicer or the Certificateholders would
      be
      considered to hold title to, to be a “mortgagee-in-possession” of, or to be an
“owner” or “operator” of such Mortgaged Property within the meaning of the
      Comprehensive Environmental Response, Compensation and Liability Act of 1980,
      as
      amended from time to time, or any comparable law, unless the Servicer has also
      previously determined, based on its reasonable judgment and a report prepared
      by
      a Person who regularly conducts environmental audits using customary industry
      standards, that:

     

    (1)  such
      Mortgaged Property is in compliance with applicable environmental laws or,
      if
      not, that it would be in the best economic interest of the Trust Fund to take
      such actions as are necessary to bring the Mortgaged Property into compliance
      therewith; and

     

    (2)  there
      are
      no circumstances present at such Mortgaged Property relating to the use,
      management or disposal of any hazardous substances, hazardous materials,
      hazardous wastes, or petroleum-based materials for which investigation, testing,
      monitoring, containment, clean-up or remediation could be required under any
      federal, state or local law or regulation, or that if any such materials are
      present for which such action could be required, that it would be in the best
      economic interest of the Trust Fund to take such actions with respect to the
      affected Mortgaged Property.

     

    Notwithstanding
      the foregoing, if such environmental audit reveals, or if the Servicer has
      actual knowledge or notice, that such Mortgaged Property contains such toxic
      or
      hazardous wastes or substances, the Servicer shall not foreclose or accept
      a
      deed in lieu of foreclosure without the prior written consent of the NIMS
      Insurer.

     

    The
      cost
      of the environmental audit report contemplated by this Section 3.16 shall be
      advanced by the Servicer, subject to the Servicer’s right to be reimbursed
      therefor from the Collection Account as provided in Section 3.11(a)(ix), such
      right of reimbursement being prior to the rights of Certificateholders to
      receive any amount in the Collection Account received in respect of the affected
      Mortgage Loan or other Mortgage Loans.

     

    If
      the
      Servicer determines, as described above, that it is in the best economic
      interest of the Trust Fund to take such actions as are necessary to bring any
      such Mortgaged Property into compliance with applicable environmental laws,
      or
      to take such action with respect to the containment, clean-up or remediation
      of
      hazardous substances, hazardous materials, hazardous wastes or petroleum-based
      materials affecting any such Mortgaged Property, then the Servicer shall take
      such action as it deems to be in the best economic interest of the Trust Fund.
      The cost of any such compliance, containment, cleanup or remediation shall
      be
      advanced by the Servicer, subject to the Servicer’s right to be reimbursed
      therefor from the Collection Account as provided in Section 3.11(a)(ix), such
      right of reimbursement being prior to the rights of Certificateholders to
      receive any amount in the Collection Account received in respect of the affected
      Mortgage Loan or other Mortgage Loans.

     

    (c)  The
      Servicer or the NIMS Insurer shall have the right to purchase from REMIC I
      any
      defaulted Mortgage Loan that is 90 days or more delinquent, which the Servicer
      or the NIMS Insurer determines in good faith will otherwise become subject
      to
      foreclosure proceedings (evidence of such determination to be delivered in
      writing to the Trustee and the Trust Administrator, in form and substance
      satisfactory to the Trustee and the Trust Administrator prior to purchase),
      at a
      price equal to the Purchase Price. The Purchase Price for any Mortgage Loan
      purchased hereunder shall be deposited in the Collection Account, and the
      Trustee, upon receipt of written certification from the Servicer or the NIMS
      Insurer, as applicable, of such deposit, shall release or cause the Custodian
      to
      release to the Servicer or the NIMS Insurer, as applicable, the related Mortgage
      File and the Trustee, upon receipt of written certification from the Servicer
      or
      the NIMS Insurer, as applicable, of such deposit, shall execute and deliver
      such
      instruments of transfer or assignment, in each case without recourse, as the
      Servicer or the NIMS Insurer, as applicable, shall furnish and as shall be
      necessary to vest in the Servicer or the NIMS Insurer, as applicable, title
      to
      any Mortgage Loan released pursuant hereto.

     

    (d)  Proceeds
      received in connection with any Final Recovery Determination, as well as any
      recovery resulting from a partial collection of Insurance Proceeds or
      Liquidation Proceeds, in respect of any Mortgage Loan, will be applied in the
      following order of priority: first, to reimburse the Servicer or any
      Sub-Servicer for any related unreimbursed Servicing Advances and Advances,
      pursuant to Section 3.11(a)(ii) or (a)(iii)(B); second, to accrued and unpaid
      interest on the Mortgage Loan, to the date of the Final Recovery Determination,
      or to the Due Date prior to the Distribution Date on which such amounts are
      to
      be distributed if not in connection with a Final Recovery Determination; and
      third, as a recovery of principal of the Mortgage Loan. If the amount of the
      recovery so allocated to interest is less than the full amount of accrued and
      unpaid interest due on such Mortgage Loan, the amount of such recovery will
      be
      allocated by the Servicer as follows: first, to unpaid Servicing Fees; and
      second, to the balance of the interest then due and owing. The portion of the
      recovery so allocated to unpaid Servicing Fees shall be reimbursed to the
      Servicer or any Sub-Servicer pursuant to Section 3.11(a)(iii)(A). 

     

    
      	SECTION
              3.17.  	
              Trustee
                to Cooperate; Release of Mortgage
                Files.

            


    

     

    (a)  Upon
      the
      payment in full of any Mortgage Loan, or the receipt by the Servicer of a
      notification that payment in full shall be escrowed in a manner customary for
      such purposes, the Servicer will immediately notify the Custodian, on behalf
      of
      the Trustee, by a Request for Release in the form of Exhibit E (which
      certification shall include a statement to the effect that all amounts received
      or to be received in connection with such payment which are required to be
      deposited in the Collection Account pursuant to Section 3.10 have been or will
      be so deposited) of a Servicing Officer and shall request that the Custodian,
      on
      behalf of the Trustee, deliver to it the Mortgage File. Upon receipt of such
      certification and request, the Custodian shall (pursuant to the terms of the
      Custodial Agreement) promptly release the related Mortgage File to the Servicer,
      and the Servicer is authorized to cause the removal from the registration on
      the
      MERS® System of any such Mortgage, if applicable, and to execute and deliver, on
      behalf of the Trustee and the Certificateholders or any of them, any and all
      instruments of satisfaction or cancellation or of partial or full release.
      No
      expenses incurred in connection with any instrument of satisfaction or deed
      of
      reconveyance shall be chargeable to the Collection Account or the Distribution
      Account.

     

    (b)  From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan, including, for this purpose, collection under any insurance policy
      relating to the Mortgage Loans, the Custodian shall (pursuant to the terms
      of
      the Custodial Agreement), upon request of the Servicer and delivery to the
      Custodian of a Request for Release in the form of Exhibit E, release the related
      Mortgage File to the Servicer, and the Trustee shall, at the direction of the
      Servicer, execute such documents as shall be necessary to the prosecution of
      any
      such proceedings. Such Request for Release shall obligate the Servicer to return
      each and every document previously requested from the Mortgage File to the
      Custodian when the need therefor by the Servicer no longer exists, unless the
      Mortgage Loan has been liquidated and the Liquidation Proceeds relating to
      the
      Mortgage Loan have been deposited in the Collection Account or the Mortgage
      File
      or such document has been delivered to an attorney, or to a public trustee
      or
      other public official as required by law, for purposes of initiating or pursuing
      legal action or other proceedings for the foreclosure of the Mortgaged Property
      either judicially or non-judicially, and the Servicer has delivered to the
      Custodian, on behalf of the Trustee, a certificate of a Servicing Officer
      certifying as to the name and address of the Person to which such Mortgage
      File
      or such document was delivered and the purpose or purposes of such delivery.
      Upon receipt of a certificate of a Servicing Officer stating that such Mortgage
      Loan was liquidated and that all amounts received or to be received in
      connection with such liquidation that are required to be deposited into the
      Collection Account have been so deposited, or that such Mortgage Loan has become
      an REO Property, a copy of the Request for Release shall be released by the
      Custodian, on behalf of the Trustee, to the Servicer.

     

    (c)  Upon
      written certification of a Servicing Officer, the Trustee shall execute and
      deliver to the Servicer any court pleadings, requests for trustee’s sale or
      other documents reasonably necessary to the foreclosure or trustee’s sale in
      respect of a Mortgaged Property or to any legal action brought to obtain
      judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain
      a
      deficiency judgment, or to enforce any other remedies or rights provided by
      the
      Mortgage Note or Mortgage or otherwise available at law or in equity. Each
      such
      certification shall include a request that such pleadings or documents be
      executed by the Trustee and a statement as to the reason such documents or
      pleadings are required and that the execution and delivery thereof by the
      Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
      for the termination of such a lien upon completion of the foreclosure or
      trustee’s sale.

     

    
      	SECTION
              3.18.  	
              Servicing
                Compensation.

            


    

     

    As
      compensation for the activities of the Servicer hereunder, the Servicer shall
      be
      entitled to the Servicing Fee with respect to each Mortgage Loan payable solely
      from payments of interest in respect of such Mortgage Loan, subject to Section
      3.24. In addition, the Servicer shall be entitled to recover unpaid Servicing
      Fees out of Insurance Proceeds or Liquidation Proceeds to the extent permitted
      by Section 3.11(a)(iii)(A) and out of amounts derived from the operation and
      sale of an REO Property to the extent permitted by Section 3.23. The right
      to
      receive the Servicing Fee may not be transferred in whole or in part except
      in
      connection with the transfer of all of the Servicer’s responsibilities and
      obligations under this Agreement. As part of its servicing compensation, the
      Servicer shall also be entitled to Prepayment Interest Excess.

     

    Additional
      servicing compensation in the form of assumption fees, late payment charges
      and
      other similar fees and charges (other than Prepayment Charges) shall be retained
      by the Servicer (subject to Section 3.24) only to the extent such fees or
      charges are received by the Servicer. The Servicer shall also be entitled
      pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and
      pursuant to Section 3.23(b) to withdraw from any REO Account, as additional
      servicing compensation, interest or other income earned on deposits therein,
      subject to Section 3.12 and Section 3.24. The Servicer shall be required to
      pay
      all expenses incurred by it in connection with its servicing activities
      hereunder (including premiums for the insurance required by Section 3.14, to
      the
      extent such premiums are not paid by the related Mortgagors or by a
      Sub-Servicer, servicing compensation of each Sub-Servicer) and shall not be
      entitled to reimbursement therefor except as specifically provided
      herein.

     

    
      	SECTION
              3.19.  	
              Reports;
                Collection Account Statements.

            


    

     

    Not
      later
      than fifteen days after each Distribution Date, the Servicer shall forward
      to
      the Trust Administrator, upon the request of the Trust Administrator, a
      statement prepared by the Servicer setting forth the status of the Collection
      Account as of the close of business on the last day of the calendar month
      relating to such Distribution Date and showing, for the period covered by such
      statement, the aggregate amount of deposits into and withdrawals from the
      Collection Account of each category of deposit specified in Section 3.10(a)
      and
      each category of withdrawal specified in Section 3.11. Such statement may be
      in
      the form of the then current Fannie Mae Monthly Accounting Report for its
      Guaranteed Mortgage Pass-Through Program with appropriate additions and changes,
      and shall also include information as to the aggregate of the outstanding
      principal balances of all of the Mortgage Loans as of the last day of the
      calendar month immediately preceding such Distribution Date. Copies of such
      statement shall be provided by the Trust Administrator to any Certificateholder
      and to any Person identified to the Trust Administrator as a prospective
      transferee of a Certificate, upon the request and at the expense of the
      requesting party, provided such statement is delivered by the Servicer to the
      Trust Administrator.

     

    
      	SECTION
              3.20.  	
              Statement
                as to Compliance.

            


    

     

    The
      Servicer shall deliver to the Trust Administrator, on or before March 15th
      of
      each calendar year beginning in 2007, an Officers’ Certificate (an “Annual
      Statement of Compliance”) stating, as to each signatory thereof, that (i) a
      review of the activities of the Servicer during the preceding calendar year
      and
      of its performance under this Agreement has been made under such officer’s
      supervision and (ii) to the best of such officer’s knowledge, based on such
      review, the Servicer has fulfilled all of its obligations under this Agreement
      in all material respects throughout such year, or, if there has been a failure
      to fulfill any such obligation in any material respect, specifying each such
      failure known to such officer and the nature and status of cure provisions
      thereof. 

     

    The
      Servicer shall deliver, or cause to be delivered, a similar Annual Statement
      of
      Compliance by any Sub-Servicer, subcontractor or other Person engaged by it
      and
      satisfying any of the criteria set forth in Item 1108(a)(i)-(iii), to which
      the
      Servicer has delegated any servicing responsibilities with respect to the
      Mortgage Loans, to the Trust Administrator as described above as and when
      required with respect to the Servicer.

     

    Failure
      of the Servicer to timely comply with this Section 3.20 shall be deemed a
      Servicer Event of Default, and upon the receipt of written notice from the
      Trust
      Administrator of such Servicer Event of Default, the Trustee or the Master
      Servicer, as applicable, may at the direction of the Depositor, in addition
      to
      whatever rights the Trustee or the Master Servicer, as applicable, may have
      under this Agreement and at law or in equity, including injunctive relief and
      specific performance, upon notice immediately terminate (as provided in Section
      7.01(a)) all the rights and obligations of the Servicer under this Agreement
      and
      in and to the Mortgage Loans and the proceeds thereof without compensating
      the
      Servicer for the same; provided that to the extent that any provision of this
      Agreement expressly provides for the survival of certain rights or obligations
      following termination of the Servicer, such provision shall be given effect.
      This paragraph shall supersede any other provision in this Agreement or any
      other agreement to the contrary.

     

    Each
      of
      the Master Servicer and the Trust Administrator shall also provide an Annual
      Statement of Compliance, as and when provided above.

     

    Each
      of
      the Servicer, the Master Servicer and the Trust Administrator (each, an
“Indemnifying Party”) shall indemnify and hold harmless the Depositor, the
      Master Servicer, the Trust Administrator and their officers, directors and
      Affiliates, as applicable, from and against any actual losses, damages,
      penalties, fines, forfeitures, reasonable and necessary legal fees and related
      costs, judgments and other costs and expenses that such Person may sustain
      based
      upon a breach of the obligations of such Indemnifying Party under this Section
      3.20.

     

    
      	SECTION
              3.21.  	
              Assessments
                of Compliance and Attestation
                Reports.

            


    

     

    The
      Servicer shall service and administer the Mortgage Loans in accordance with
      all
      applicable requirements of the Relevant Servicing Criteria (as set forth in
      Exhibit O hereto). The Servicer shall deliver to the Trust Administrator on
      or
      before March 1st of each calendar year beginning in 2007, the following:


     

    (i) a
      report
      (an “Assessment of Compliance”) regarding the Servicer’s assessment of
      compliance with the Relevant Servicing Criteria during the immediately preceding
      calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act
      and
      Item 1122 of Regulation AB. Such report shall be signed by an authorized officer
      of the Servicer;

     

    (ii) a
      report
      (an “Attestation Report”) of a registered public accounting firm reasonably
      acceptable to the Depositor that attests to, and reports on, the assessment
      of
      compliance made by the Servicer and delivered pursuant to the preceding
      paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and
      2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;


     

    (iii) cause
      each Sub-Servicer, and each subcontractor determined by the Servicer to be
      “participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB (subject to any threshold percentage level amount of mortgage
      loans in which such subcontractor servicers), to deliver an Assessment of
      Compliance and Attestation Report as and when provided in paragraphs (i) and
      (ii) of this Section 3.21; and

     

    (iv) a
      statement as to which of the Servicing Criteria, if any, are not applicable
      to
      the Servicer, which statement shall be based on the activities it performs
      with
      respect to asset-backed securities transactions taken as a whole involving
      the
      Servicer, that are backed by the same asset type as the Mortgage
      Loans.

     

    Such
      Assessment of Compliance, as to each Sub-Servicer, subcontractor or any other
      Person determined to be “participating in the servicing function” within the
      meaning of Item 1122 of Regulation AB, shall address any applicable Servicing
      Criteria of the party engaging such Sub-Servicer, subcontractor or other Person,
      as specified on Exhibit O. Notwithstanding the foregoing, as to any
      subcontractor, an Assessment of Compliance is not required to be delivered
      unless it is required as part of a Form 10-K with respect to the Trust
      Fund.

     

    Failure
      of the Servicer to timely comply with this Section 3.21 shall be deemed a
      Servicer Event of Default, and upon the receipt of written notice from the
      Trust
      Administrator of such Servicer Event of Default, the Trustee or the Master
      Servicer, as applicable, at the direction of the Depositor may, in addition
      to
      whatever rights the Trustee or the Master Servicer, as applicable, may have
      under this Agreement and at law or in equity, including injunctive relief and
      specific performance, upon notice immediately terminate (as provided in Section
      7.01(a)) all the rights and obligations of the Servicer under this Agreement
      and
      in and to the Mortgage Loans and the proceeds thereof without compensating
      the
      Servicer for the same; provided, however, the Depositor shall not be entitled
      to
      instruct the Trustee or the Master Servicer to terminate the rights and
      obligations of the Servicer pursuant to clause (iii) above if a failure of
      the
      Servicer to identify a subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB was attributable solely to
      the
      role or functions of such subcontractor with respect to mortgage loans other
      than the Mortgage Loans. This paragraph shall supersede any other provision
      in
      this Agreement or any other agreement to the contrary.

     

    Each
      of
      the Master Servicer and the Trust Administrator shall also provide an Assessment
      of Compliance and Attestation Report, as and when provided above, which shall
      at
      a minimum address each of the Servicing Criteria specified on Exhibit O hereto
      which are indicated as applicable to each such party.

     

    Each
      of
      the Servicer, the Master Servicer and the Trust Administrator shall indemnify
      and hold harmless the Depositor, the Master Servicer and the Trust Administrator
      and their officers, directors and Affiliates from and against any actual losses,
      damages, penalties, fines, forfeitures, reasonable and necessary legal fees
      and
      related costs, judgments and other costs and expenses that such Person may
      sustain based upon a breach of the obligations of such Indemnifying Party under
      this Section 3.21.

     

    
      	SECTION
              3.22.  	
              Access
                to Certain Documentation.

            


    

     

    The
      Servicer shall provide to the Office of the Controller of the Currency, the
      Office of Thrift Supervision, the FDIC, and any other federal or state banking
      or insurance regulatory authority that may exercise authority over any
      Certificateholder, access to the documentation regarding the Mortgage Loans
      required by applicable laws and regulations. Such access shall be afforded
      without charge, but only upon reasonable request and during normal business
      hours at the offices of the Servicer designated by it. In addition, access
      to
      the documentation regarding the Mortgage Loans required by applicable laws
      and
      regulations will be provided to such Certificateholder, the Trustee, the Trust
      Administrator, the Master Servicer and to any Person identified to the Servicer
      as a prospective transferee of a Certificate subject to the execution of a
      confidentiality agreement in form and substance satisfactory to the servicer,
      upon reasonable request during normal business hours at the offices of the
      Servicer designated by it at the expense of the Person requesting such access.
      Nothing in this Section 3.22 shall derogate from the obligation of any such
      party to observe any applicable law prohibiting disclosure of information
      regarding the Mortgagors and the failure of any such party to provide access
      as
      provided in this Section as a result of such obligation shall not constitute
      a
      breach of this Section 3.22.

     

    
      	SECTION
              3.23.  	
              Title,
                Management and Disposition of REO
                Property.

            


    

     

    (a)  In
      the
      event that title to an REO Property is acquired in foreclosure or by deed in
      lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant
      to
      a limited power of attorney to be provided by the Trustee to the Servicer)
      in
      the name of the Trustee or a nominee thereof, on behalf of the
      Certificateholders, or in the event the Trustee or a nominee thereof is not
      authorized or permitted to hold title to real property in the state where the
      REO Property is located, or would be adversely affected under the “doing
      business” or tax laws of such state by so holding title, the deed or certificate
      of sale shall be taken in the name of such Person or Persons as shall be
      consistent with an Opinion of Counsel obtained by the Servicer from an attorney
      duly licensed to practice law in the state where the REO Property is located.
      Any Person or Persons holding such title other than the Trustee shall
      acknowledge in writing that such title is being held as nominee for the benefit
      of the Trustee. The Trustee’s name shall be placed on the title to such REO
      Property solely as the Trustee hereunder and not in its individual capacity.
      The
      Servicer shall ensure that the title to such REO Property references this
      Agreement and the Trustee’s capacity hereunder. The Servicer, on behalf of the
      Trust Fund, shall either sell any REO Property before the close of the third
      taxable year following the year the Trust Fund acquires ownership of such REO
      Property for purposes of Section 860G(a)(8) of the Code or request from the
      Internal Revenue Service, no later than 60 days before the day on which the
      above three-year grace period would otherwise expire, an extension of the above
      three-year grace period, unless the Servicer shall have delivered to the
      Trustee, the Trust Administrator and the Depositor an Opinion of Counsel,
      addressed to the Trustee, the Trust Administrator and the Depositor, to the
      effect that the holding by the Trust Fund of such REO Property subsequent to
      the
      close of the third taxable year after its acquisition will not result in the
      imposition on the Trust Fund of taxes on “prohibited transactions” thereof, as
      defined in Section 860F of the Code, or cause any Trust REMIC to fail to qualify
      as a REMIC under Federal law at any time that any Certificates are outstanding.
      The Servicer shall manage, conserve, protect and operate each REO Property
      for
      the Certificateholders solely for the purpose of its prompt disposition and
      sale
      in a manner which does not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
      result in the receipt by any Trust REMIC of any “income from non-permitted
      assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net
      income from foreclosure property” which is subject to taxation under the REMIC
      Provisions.

     

    (b)  The
      Servicer shall segregate and hold all funds collected and received in connection
      with the operation of any REO Property separate and apart from its own funds
      and
      general assets and shall establish and maintain with respect to REO Properties
      an account held in trust for the Trustee for the benefit of the
      Certificateholders (the “REO Account”), which shall be an Eligible Account. The
      Servicer shall be permitted to allow the Collection Account to serve as the
      REO
      Account, subject to separate ledgers for each REO Property. The Servicer shall
      be entitled to retain or withdraw any interest income paid on funds deposited
      in
      the REO Account.

     

    (c)  The
      Servicer shall have full power and authority, subject only to the specific
      requirements and prohibitions of this Agreement, to do any and all things in
      connection with any REO Property as are consistent with the manner in which
      the
      Servicer manages and operates similar property owned by the Servicer or any
      of
      its Affiliates, all on such terms and for such period as the Servicer deems
      to
      be in the best interests of Certificateholders. In connection therewith, the
      Servicer shall deposit, or cause to be deposited in the clearing account (which
      account must be an Eligible Account) in which it customarily deposits payments
      and collections on mortgage loans in connection with its mortgage loan servicing
      activities on a daily basis, and in no event more than two Business Days after
      the Servicer’s receipt thereof, and shall thereafter deposit in the REO Account,
      in no event more than one Business Day after the deposit of such funds into
      the
      clearing account, all revenues received by it with respect to an REO Property
      and shall withdraw therefrom funds necessary for the proper operation,
      management and maintenance of such REO Property including, without
      limitation:

     

    (i)  all
      insurance premiums due and payable in respect of such REO Property;

     

    (ii)  all
      real
      estate taxes and assessments in respect of such REO Property that may result
      in
      the imposition of a lien thereon; and

     

    (iii)  all
      costs
      and expenses necessary to maintain such REO Property.

     

    To
      the
      extent that amounts on deposit in the REO Account with respect to an REO
      Property are insufficient for the purposes set forth in clauses (i) through
      (iii) above with respect to such REO Property, the Servicer shall advance from
      its own funds such amount as is necessary for such purposes if, but only if,
      the
      Servicer would make such advances if the Servicer owned the REO Property and
      if
      in the Servicer’s judgment, the payment of such amounts will be recoverable from
      the rental or sale of the REO Property.

     

    Notwithstanding
      the foregoing, none of the Servicer, the Trust Administrator or the Trustee
      shall:

     

    (a)  authorize
      the Trust Fund to enter into, renew or extend any New Lease with respect to
      any
      REO Property, if the New Lease by its terms will give rise to any income that
      does not constitute Rents from Real Property;

     

    (b)  authorize
      any amount to be received or accrued under any New Lease other than amounts
      that
      will constitute Rents from Real Property;

     

    (c)  authorize
      any construction on any REO Property, other than the completion of a building
      or
      other improvement thereon, and then only if more than ten percent of the
      construction of such building or other improvement was completed before default
      on the related Mortgage Loan became imminent, all within the meaning of Section
      856(e)(4)(B) of the Code; or

     

    (d)  authorize
      any Person to Directly Operate any REO Property on any date more than 90 days
      after its date of acquisition by the Trust Fund;

     

    unless,
      in any such case, the Servicer has obtained an Opinion of Counsel, provided
      to
      the Trust Administrator, the Master Servicer and the NIMS Insurer, to the effect
      that such action will not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the at any
      time that it is held by the Trust Fund, in which case the Servicer may take
      such
      actions as are specified in such Opinion of Counsel.

     

    The
      Servicer may contract with any Independent Contractor for the operation and
      management of any REO Property; provided that:

     

    (i)  the
      terms
      and conditions of any such contract shall not be inconsistent
      herewith;

     

    (ii)  any
      such
      contract shall require, or shall be administered to require, that the
      Independent Contractor pay all costs and expenses incurred in connection with
      the operation and management of such REO Property, including those listed above
      and remit all related revenues (net of such costs and expenses) to the Servicer
      as soon as practicable, but in no event later than thirty days following the
      receipt thereof by such Independent Contractor;

     

    (iii)  none
      of
      the provisions of this Section 3.23(c) relating to any such contract or to
      actions taken through any such Independent Contractor shall be deemed to relieve
      the Servicer of any of its duties and obligations to the Trustee on behalf
      of
      the Certificateholders with respect to the operation and management of any
      such
      REO Property; and

     

    (iv)  the
      Servicer shall be obligated with respect thereto to the same extent as if it
      alone were performing all duties and obligations in connection with the
      operation and management of such REO Property.

     

    The
      Servicer shall be entitled to enter into any agreement with any Independent
      Contractor performing services for it related to its duties and obligations
      hereunder for indemnification of the Servicer by such Independent Contractor,
      and nothing in this Agreement shall be deemed to limit or modify such
      indemnification. The Servicer shall be solely liable for all fees owed by it
      to
      any such Independent Contractor, irrespective of whether the Servicer’s
      compensation pursuant to Section 3.18 is sufficient to pay such
      fees.

     

    (d)  In
      addition to the withdrawals permitted under Section 3.23(c), the Servicer may
      from time to time make withdrawals from the REO Account for any REO Property:
      (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of the
      related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for
      unreimbursed Servicing Advances and Advances made in respect of such REO
      Property or the related Mortgage Loan. Any income from the related REO Property
      received during any calendar months prior to a Final Recovery Determination,
      net
      of any withdrawals made pursuant to Section 3.23(c) or this Section 3.23(d),
      shall be withdrawn by the Servicer from each REO Account maintained by it and
      remitted to the Trust Administrator for deposit into the Distribution Account
      in
      accordance with Section 3.10(d)(ii) on the Servicer Remittance Date relating
      to
      a Final Recovery Determination with respect to such Mortgage Loan, for
      distribution on the related Distribution Date in accordance with Section
      4.01.

     

    (e)  Subject
      to the time constraints set forth in Section 3.23(a), each REO Disposition
      shall
      be carried out by the Servicer at such price and upon such terms and conditions
      as the Servicer shall deem necessary or advisable, as shall be normal and usual
      in its general servicing activities for similar properties.

     

    (f)  The
      proceeds from the REO Disposition, net of any amount required by law to be
      remitted to the Mortgagor under the related Mortgage Loan and net of any payment
      or reimbursement to the Servicer or any Sub-Servicer as provided above, shall
      be
      remitted to the Trust Administrator for deposit in the Distribution Account
      in
      accordance with Section 3.10(d)(ii) on the Servicer Remittance Date in the
      month
      following the receipt thereof for distribution on the related Distribution
      Date
      in accordance with Section 4.01. Any REO Disposition shall be for cash only
      (unless changes in the REMIC Provisions made subsequent to the Startup Day
      allow
      a sale for other consideration).

     

    (g)  The
      Servicer shall file information returns with respect to the receipt of mortgage
      interest received in a trade or business, reports of foreclosures and
      abandonments of any Mortgaged Property and cancellation of indebtedness income
      with respect to any Mortgaged Property as required by Sections 6050H, 6050J
      and
      6050P of the Code, respectively. Such reports shall be in form and substance
      sufficient to meet the reporting requirements imposed by such Sections 6050H,
      6050J and 6050P of the Code.

     

    
      	SECTION
              3.24.  	
              Obligations
                of the Servicer in Respect of Prepayment Interest
                Shortfalls.

            


    

     

    The
      Servicer shall deliver to the Trust Administrator for deposit into the
      Distribution Account on the Servicer Remittance Date from its own funds (or
      from
      a Sub-Servicer’s own funds received by the Servicer in respect of Compensating
      Interest) an amount equal to the lesser of (i) the aggregate of the Prepayment
      Interest Shortfalls for the related Distribution Date resulting from full or
      partial Principal Prepayments during the related Prepayment Period and (ii)
      the
      applicable Compensating Interest Payment.

     

    
      	SECTION
              3.25.  	
              Obligations
                of the Servicer in Respect of Monthly Payments. 

            


    

     

    In
      the
      event that a shortfall in any collection on or liability with respect to any
      Mortgage Loan results from or is attributable to adjustments to Mortgage Rates,
      Monthly Payments or Stated Principal Balances that were made by the Servicer
      in
      a manner not consistent with the terms of the related Mortgage Note and this
      Agreement, the Servicer, upon discovery or receipt of notice thereof,
      immediately shall deliver to the Trust Administrator for deposit in the
      Distribution Account from its own funds the amount of any such shortfall and
      shall indemnify and hold harmless the Trust Fund, the Trustee, the Trust
      Administrator, the Depositor and any successor servicer in respect of any such
      liability. Such indemnities shall survive the termination or discharge of this
      Agreement. If amounts paid by the Servicer with respect to any Mortgage Loan
      pursuant to this Section 3.25 are subsequently recovered from the related
      Mortgagor, the Servicer shall be permitted to reimburse itself for such amounts
      paid by it pursuant to this Section 3.25 from such recoveries.

     

    
      	SECTION
              3.26.  	
              Advance
                Facility

            


    

     

    (a)  Either
      (i) the Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund,
      with the consent of and at the direction of the Servicer, is hereby authorized
      to enter into a facility with any Person which provides that such Person (an
      “Advancing Person”) may fund Advances and/or Servicing Advances to the Trust
      Fund under this Agreement, although no such facility shall reduce or otherwise
      affect the Servicer’s obligation to fund such Advances and/or Servicing
      Advances. If the Servicer enters into such an Advance Facility pursuant to
      this
      Section 3.26, upon reasonable request of the Advancing Person, the Trust
      Administrator shall execute a letter of acknowledgment, confirming its receipt
      of notice of the existence of such Advance Facility. If the Trust Administrator
      enters into such an Advance Facility pursuant to this Section 3.26, the Servicer
      shall also be a party to such Advance Facility. To the extent that an Advancing
      Person funds any Advance or any Servicing Advance and provides the Trust
      Administrator with notice acknowledged by the Servicer that such Advancing
      Person is entitled to reimbursement, such Advancing Person shall be entitled
      to
      receive reimbursement pursuant to this Agreement for such amount to the extent
      provided in Section 3.26(b). Such notice from the Advancing Person must specify
      the amount of the reimbursement, the Section of this Agreement that permits
      the
      applicable Advance or Servicing Advance to be reimbursed and the section(s)
      of
      the Advance Facility that entitle the Advancing Person to request reimbursement
      from the Trust Administrator, rather than the Servicer, and include the
      Servicer’s acknowledgment thereto or proof of an Event of Default under the
      Advance Facility. The Trust Administrator shall have no duty or liability with
      respect to any calculation of any reimbursement to be paid to an Advancing
      Person and shall be entitled to rely without independent investigation on the
      Advancing Person’s notice provided pursuant to this Section 3.26. An Advancing
      Person whose obligations hereunder are limited to the funding of Advances and/or
      Servicing Advances shall not be required to meet the qualifications of a
      Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be
      deemed to be a Sub-Servicer under this Agreement.

     

    (b)  If
      an
      advancing facility is entered into, then the Servicer shall not be permitted
      to
      reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and
      Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead
      the
      Servicer shall include such amounts in the applicable remittance to the Trust
      Administrator made pursuant to Section 3.11(a). The Trust Administrator is
      hereby authorized to pay to the Advancing Person, reimbursements for Advances
      and Servicing Advances from the Distribution Account to the same extent the
      Servicer would have been permitted to reimburse itself for such Advances and/or
      Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii)
      and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded
      such
      Advance or Servicing Advance. The Trust Administrator is hereby authorized
      to
      pay directly to the Advancing Person such portion of the Servicing Fee as the
      parties to any advancing facility agree in writing.

     

    (c)  All
      Advances and Servicing Advances made pursuant to the terms of this Agreement
      shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO)
      basis.

     

    (d)  Any
      amendment to this Section 3.26 or to any other provision of this Agreement
      that
      may be necessary or appropriate to effect the terms of an Advance Facility
      as
      described generally in this Section 3.26, including amendments to add provisions
      relating to a successor servicer, may be entered into by the Trustee, the Trust
      Administrator and the Servicer without the consent of any Certificateholder,
      notwithstanding anything to the contrary in this Agreement.

     

    
      	SECTION
              3.27.  	
              Late
                Remittance.

            


    

     

    With
      respect to any remittance received by the Master Servicer after the day on
      which
      such payment was due, the Servicer shall pay to the Master Servicer interest
      on
      any such late payment at an annual rate equal to the Prime Rate, adjusted as
      of
      the date of each change, plus three percentage points, but in no event greater
      than the maximum amount permitted by applicable law. Such interest shall be
      deposited in the Distribution Account by the Servicer on the date such late
      payment is made and shall cover the period commencing with the day such payment
      was due and ending with the Business Day on which such payment is made, both
      inclusive. Such interest shall be remitted along with the distribution payable
      on the next succeeding Servicer Remittance Date. The payment by the Servicer
      of
      any such interest shall not be deemed an extension of time for payment or a
      waiver of any Servicer Event of Default.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      IIIA  

     

    ADMINISTRATION
      AND SERVICING

    OF
      THE
      MORTGAGE LOANS

     

    
      	SECTION
              3A.01.  	
              Master
                Servicer to Act as Master Servicer

            


    

     

    The
      Master Servicer shall supervise, monitor and oversee the obligation of the
      Servicer to service and administer the Mortgage Loans in accordance with the
      terms of this Agreement and shall have full power and authority to do any and
      all things which it may deem necessary or desirable in connection with such
      master servicing and administration. In performing its obligations hereunder,
      the Master Servicer shall act in a manner consistent with Accepted Master
      Servicing Practices. Furthermore, the Master Servicer shall oversee and consult
      with the Servicer as necessary from time-to-time to carry out the Master
      Servicer’s obligations hereunder, shall receive, review and evaluate all
      reports, information and other data provided to the Master Servicer by the
      Servicer and shall cause the Servicer to perform and observe the covenants,
      obligations and conditions to be performed or observed by the Servicer under
      this Agreement. The Master Servicer shall independently monitor the Servicer’s
      servicing activities with respect to each Mortgage Loan, reconcile the results
      of such monitoring with such information provided in the previous sentence
      on a
      monthly basis and coordinate corrective adjustments to the Servicer’s and Master
      Servicer’s records, and based on such reconciled and corrected information, the
      Master Servicer shall provide such information to the Trust Administrator as
      shall be necessary in order for it to prepare the statements specified in
      Section 4.02, and prepare any other information and statements required to
      be forwarded by the Master Servicer hereunder. The Master Servicer shall
      reconcile the results of its Mortgage Loan monitoring with the actual
      remittances of the Servicer to the Collection Account pursuant to Section
      3.10.

     

    The
      Trustee shall furnish the Servicer and the Master Servicer with any powers
      of
      attorney and other documents in form as provided to it necessary or appropriate
      to enable the Servicer and the Master Servicer to service and administer the
      Mortgage Loans and REO Properties.

     

    The
      Trustee and the Trust Administrator shall provide access to the records and
      documentation in possession of the Trustee or the Trust Administrator, as
      applicable, regarding the Mortgage Loans and REO Properties and the servicing
      thereof to the Certificateholders, the FDIC, and the supervisory agents and
      examiners of the FDIC, such access being afforded only upon reasonable prior
      written request and during normal business hours at the office of the Trustee
      or
      the Trust Administrator, as applicable; provided, however, that, unless
      otherwise required by law, neither the Trustee nor the Trust Administrator
      shall
      be required to provide access to such records and documentation if the provision
      thereof would violate the legal right to privacy of any Mortgagor. The Trustee
      and the Trust Administrator shall allow representatives of the above entities
      to
      photocopy any of the records and documentation and shall provide equipment
      for
      that purpose at a charge that covers the Trustee’s or Trust Administrator’s, as
      applicable, actual costs.

     

    The
      Trustee shall execute and deliver to the Servicer and the Master Servicer any
      court pleadings, requests for trustee’s sale or other documents necessary or
      desirable to (i) the foreclosure or trustee’s sale with respect to a Mortgaged
      Property; (ii) any legal action brought to obtain judgment against any Mortgagor
      on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment
      against the Mortgagor; or (iv) enforce any other rights or remedies provided
      by
      the Mortgage Note or Mortgage or otherwise available at law or
      equity.

     

    
      	SECTION
              3A.02.  	
              [Reserved].

            


    

     

    
      	SECTION
              3A.03.  	
              Monitoring
                of Servicer.

            


    

     

    The
      Master Servicer shall be responsible for reporting to the Trustee, the Trust
      Administrator and the Depositor the compliance by the Servicer with its duties
      under this Agreement. In the review of the Servicer’s activities, the Master
      Servicer may rely upon an Officers’ Certificate of the Servicer (or similar
      document signed by a Servicing Officer of the Servicer) with regard to the
      Servicer’s compliance with the terms of this Agreement. In the event that the
      Master Servicer, in its judgment, determines that the Servicer should be
      terminated in accordance with the terms hereof, or that a notice should be
      sent
      pursuant to the terms hereof with respect to the occurrence of an event that,
      unless cured, would constitute grounds for such termination, the Master Servicer
      shall notify the Depositor, the Trust Administrator and the Trustee thereof
      and
      the Master Servicer shall issue such notice or take such other action as it
      deems appropriate.

     

    The
      Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for
      the benefit of the Certificateholders, shall enforce the obligations of the
      Servicer under this Agreement, and shall, in the event that it receives notice
      that the Servicer has failed to perform its obligations in accordance with
      this
      Agreement, subject to the preceding paragraph, terminate the rights and
      obligations of the Servicer hereunder in accordance with the provisions of
      Article VII and act as Servicer of the Mortgage Loans or appoint a successor
      servicer; provided, however, it is understood and acknowledged by the parties
      hereto that there will be a period of transition (not to exceed 90 days) before
      the actual servicing functions can be fully transferred to such successor
      servicer. Such enforcement, including, without limitation, the legal prosecution
      of claims and the pursuit of other appropriate remedies, shall be in such form
      and carried out to such an extent and at such time as the Master Servicer or
      Trustee, as applicable, in its good faith business judgment, would require
      were
      it the owner of the Mortgage Loans. The Master Servicer or the Trustee, as
      applicable, shall pay the costs of such enforcement at its own expense, provided
      that the Master Servicer or the Trustee, as applicable, shall not be required
      to
      prosecute or defend any legal action except to the extent that the Master
      Servicer or the Trustee, as applicable, shall have received reasonable indemnity
      for its costs and expenses in pursuing such action.

     

    To
      the
      extent that the costs and expenses of the Master Servicer or Trustee, as
      applicable, related to any termination of the Servicer, appointment of a
      successor servicer or the transfer and assumption of servicing by the Master
      Servicer or the Trustee, as applicable, with respect to this Agreement
      (including, without limitation, (i) all legal costs and expenses and all due
      diligence costs and expenses associated with an evaluation of the potential
      termination of the Servicer as a result of a Servicer Event of Default and
      (ii)
      all costs and expenses associated with the complete transfer of servicing,
      including all servicing files and all servicing data and the completion,
      correction or manipulation of such servicing data as may be required by the
      successor servicer to correct any errors or insufficiencies in the servicing
      data or otherwise to enable the successor servicer to service the Mortgage
      Loans
      in accordance with this Agreement) are not fully and timely reimbursed by the
      terminated Servicer, the Master Servicer or the Trustee, as applicable, shall
      be
      entitled to reimbursement of such costs and expenses from the Distribution
      Account.

     

    The
      Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall,
      upon receipt from the Servicer, the Master Servicer or the Trust Administrator,
      of notice of any failure of the Servicer to comply with the remittance
      requirements and other obligations set forth in this Agreement, enforce such
      obligations.

     

    If
      the
      Master Servicer or the Trustee, as applicable, acts as Servicer, it will not
      assume liability for the representations and warranties of the Servicer that
      it
      replaces.

     

    
      	SECTION
              3A.04.  	
              Fidelity
                Bond

            


    

     

    The
      Master Servicer, at its expense, shall maintain in effect a blanket fidelity
      bond and an errors and omissions insurance policy, affording coverage with
      respect to all directors, officers, employees and other Persons acting on such
      Master Servicer’s behalf, and covering errors and omissions in the performance
      of the Master Servicer’s obligations hereunder. The errors and omissions
      insurance policy and the fidelity bond shall be in such form and amount
      generally acceptable for entities serving as master servicer.

     

    
      	SECTION
              3A.05.  	
              Power
                to Act; Procedures.

            


    

     

    The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Article X hereof, to do any and all things that it may deem necessary or
      desirable in connection with the master servicing and administration of the
      Mortgage Loans, including but not limited to the power and authority (i) to
      execute and deliver, on behalf of the Certificateholders and the Trustee,
      customary consents or waivers and other instruments and documents, (ii) to
      consent to transfers of any Mortgaged Property and assumptions of the Mortgage
      Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
      Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
      of
      the ownership of the Mortgaged Property securing any Mortgage Loan, in each
      case, in accordance with the provisions of this Agreement; provided, however,
      that the Master Servicer shall not (and, consistent with its responsibilities
      under Article X, shall not permit any Servicer to) knowingly or intentionally
      take any action, or fail to take (or fail to cause to be taken) any action
      reasonably within its control and the scope of duties more specifically set
      forth herein, that, under the REMIC Provisions, if taken or not taken, as the
      case may be, would cause the Trust REMIC to fail to qualify as a REMIC or result
      in the imposition of a tax upon the Trust Fund (including but not limited to
      the
      tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
      and the tax on contributions to a REMIC set forth in Section 860G(d) of the
      Code) unless the Master Servicer has received an Opinion of Counsel (but not
      at
      the expense of the Master Servicer) to the effect that the contemplated action
      would not cause any REMIC to fail to qualify as a REMIC or result in the
      imposition of a tax upon any REMIC. The Trustee shall furnish the Master
      Servicer or the Servicer, upon written request from a Servicing Officer, with
      any powers of attorney empowering the Master Servicer or the Servicer to execute
      and deliver instruments of satisfaction or cancellation, or of partial or full
      release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
      Property, and to appeal, prosecute or defend in any court action relating to
      the
      Mortgage Loans or the Mortgaged Property, in accordance with this Agreement,
      and
      the Trustee shall execute and deliver such other documents, as the Master
      Servicer may request, to enable the Master Servicer to master service and
      administer the Mortgage Loans and carry out its duties hereunder, in each case
      in accordance with Accepted Master Servicing Practices (and the Trustee shall
      have no liability for misuse of any such powers of attorney by the Master
      Servicer or the Servicer). If the Master Servicer or the Trustee has been
      advised that it is likely that the laws of the state in which action is to
      be
      taken prohibit such action if taken in the name of the Trustee or that the
      Trustee would be adversely affected under the “doing business” or tax laws of
      such state if such action is taken in its name, the Master Servicer shall join
      with the Trustee in the appointment of a co-trustee pursuant to
      Section 8.10 hereof. In the performance of its duties hereunder, the Master
      Servicer shall be an independent contractor and shall not, except in those
      instances where it is taking action in the name of the Trustee, be deemed to
      be
      the agent of the Trustee.

     

    
      	SECTION
              3A.06.  	
              Due
                on Sale Clauses; Assumption
                Agreements.

            


    

     

    To
      the
      extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
      Servicer shall cause the Servicer to enforce such clauses in accordance with
      this Agreement. If applicable law prohibits the enforcement of a due-on-sale
      clause or such clause is otherwise not enforced in accordance with this
      Agreement, and, as a consequence, a Mortgage Loan is assumed, the original
      Mortgagor may be released from liability in accordance with this
      Agreement.

     

    
      	SECTION
              3A.07.  	
              [Reserved].

            


    

     

    
      	SECTION
              3A.08.  	
              Documents,
                Records and Funds in Possession of Master Servicer to be Held for
                Trustee.

            


    

     

    The
      Master Servicer and the Servicer shall transmit to the Trustee (or the Custodian
      on behalf of the Trustee) such documents and instruments coming into the
      possession of the Master Servicer or the Servicer from time to time as are
      required by the terms hereof to be delivered to the Trustee, the Trust
      Administrator or the Custodian. Any funds received by the Master Servicer or
      by
      the Servicer in respect of any Mortgage Loan or which otherwise are collected
      by
      the Master Servicer or by the Servicer as Liquidation Proceeds or Insurance
      Proceeds in respect of any Mortgage Loan shall be held for the benefit of the
      Trustee and the Certificateholders subject to the Master Servicer’s right to
      retain or withdraw from the Distribution Account the Master Servicing
      Compensation and other amounts provided in this Agreement, and to the right
      of
      the Servicer to retain its Servicing Fee and other amounts as provided in this
      Agreement. The Master Servicer shall, and subject to Section 3.22 shall cause
      the Servicer to, provide access to information and documentation regarding
      the
      Mortgage Loans to the Trust Administrator, its agents and accountants at any
      time upon reasonable request and during normal business hours, and to
      Certificateholders that are savings and loan associations, banks or insurance
      companies, the Office of Thrift Supervision, the FDIC and the supervisory agents
      and examiners of such Office and Corporation or examiners of any other federal
      or state banking or insurance regulatory authority if so required by applicable
      regulations of the Office of Thrift Supervision or other regulatory authority,
      such access to be afforded without charge but only upon reasonable request
      in
      writing and during normal business hours at the offices of the Master Servicer
      designated by it. In fulfilling such a request the Master Servicer shall not
      be
      responsible for determining the sufficiency of such information.

     

    All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer or the Servicer, in respect of any Mortgage Loans, whether
      from
      the collection of principal and interest payments or from Liquidation Proceeds
      or Insurance Proceeds, shall be held by the Servicer or the Master Servicer,
      as
      applicable, for and on behalf of the Trustee and the Certificateholders and
      shall be and remain the sole and exclusive property of the Trustee; provided,
      however, that the Master Servicer and the Servicer shall be entitled to setoff
      against, and deduct from, any such funds any amounts that are properly due
      and
      payable to the Master Servicer or the Servicer under this
      Agreement.

     

    
      	SECTION
              3A.09.  	
              Compensation
                for the Master Servicer.

            


    

     

    The
      Master Servicer will be entitled to all income and gain realized from any
      investment of funds in the Distribution Account, pursuant to Section 3A.11
      and Section 3A.12, for the performance of its activities hereunder (the
“Master Servicing Compensation”). Servicing compensation in the form of
      assumption fees, if any, late payment charges, as collected, if any, or
      otherwise shall be retained by the Servicer in accordance with Section 3.18.
      The
      Master Servicer shall be required to pay all expenses incurred by it in
      connection with the performance of its duties hereunder and shall not be
      entitled to reimbursement therefor except as provided in this
      Agreement.

     

    
      	SECTION
              3A.10.  	
              Obligations
                of the Master Servicer in Respect of Prepayment Interest
                Shortfalls.

            


    

     

    In
      the
      event of a Prepayment Interest Shortfall, the Master Servicer shall remit to
      the
      Trust Administrator, from its own funds and without right of reimbursement
      (except as described below), not later than the related Distribution Date,
      Compensating Interest in an amount equal to the lesser of (i) the aggregate
      amounts in respect of Compensating Interest required to be paid by the Servicer
      pursuant to Section 3.24 with respect to Prepayment Interest Shortfalls
      attributable to Principal Prepayments in full on the Mortgage Loans for the
      related Distribution Date and not so paid by the Servicer and (ii) the aggregate
      compensation payable to the Master Servicer for the related collection period
      under this Agreement. In the event the Master Servicer pays any amount in
      respect of such Compensating Interest prior to the time it shall have succeeded
      as successor servicer, the Master Servicer shall be subrogated to the Trust
      Fund’s right to receive such amount from the Servicer. In the event the Trust
      Fund receives from the Servicer all or any portion of amounts in respect of
      Compensating Interest required to be paid by the Servicer pursuant to Section
      3.24, not so paid by the Servicer when required, and paid by the Master Servicer
      pursuant to this Section 3A.10, then the Master Servicer may reimburse
      itself for the amount of Compensating Interest paid by the Master Servicer
      from
      such receipts by the Trust Fund.

     

    
      	SECTION
              3A.11.  	
              Distribution
                Account. 

            


    

     

    On
      behalf
      of the Trust Fund, the Trust Administrator shall establish and maintain one
      or
      more accounts (such account or accounts, the “Distribution Account”), held in
      trust for the benefit of the Trustee and the Certificateholders. The
      Distribution Account shall be an Eligible Account. The Master Servicer will
      deposit in the Distribution Account as identified by the Master Servicer and
      as
      received by the Master Servicer, the following amounts:

     

    (1) Any
      amounts remitted to the Master Servicer by the Servicer from the Collection
      Account;

     

    (2) Any
      Advances received from the Servicer, or made by the Master Servicer or (if
      the
      Master Servicer is the Servicer) the Trustee (in each case in its capacity
      as
      successor servicer), and any payments of Compensating Interest received from
      the
      Servicer or made by the Master Servicer (unless, in the case of the Master
      Servicer, such amounts are deposited by the Master Servicer directly into the
      Distribution Account);

     

    (3) Any
      Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of
      the
      Master Servicer or which were not deposited in the Collection
      Account;

     

    (4)
       Any
      amounts required to be deposited with respect to losses on investments of
      deposits in the Distribution Account; and

     

    (5) Any
      other
      amounts received by or on behalf of the Master Servicer and required to be
      deposited in the Distribution Account pursuant to this Agreement.

     

    All
      amounts deposited to the Distribution Account shall be held by the Master
      Servicer in the name of the Trustee in trust for the benefit of the
      Certificateholders in accordance with the terms and provisions of this
      Agreement. The requirements for crediting the Distribution Account shall be
      exclusive, it being understood and agreed that, without limiting the generality
      of the foregoing, payments in the nature of (A) late payment charges or
      assumption, tax service, statement account or payoff, substitution,
      satisfaction, release and other like fees and charges and (B) the items
      enumerated in Section 3A.12(a) (with respect the clearing and termination
      of the Distribution Account and with respect to amounts deposited in error),
      in
      Section 3A.12(b) or in clauses (i), (ii), (iii) and (iv), (v) of
      Section 3A.12(c), need not be credited by the Master Servicer to the
      Distribution Account. In the event that the Master Servicer shall deposit or
      cause to be deposited to the Distribution Account any amount not required to
      be
      credited thereto, the Trustee or the Trust Administrator, upon receipt of a
      written request therefor signed by a Servicing Officer of the Master Servicer,
      shall promptly transfer such amount to the Master Servicer, any provision herein
      to the contrary notwithstanding.

     

    The
      Trust
      Administrator may direct any depository institution maintaining the Distribution
      Account to invest the funds on deposit in such account or to hold such funds
      uninvested. All investments pursuant to this Section 3A.11 shall be in one
      or more Permitted Investments bearing interest or sold at a discount, and
      maturing, unless payable on demand, (i) no later than the Business Day
      immediately preceding the date on which such funds are required to be withdrawn
      from such account pursuant to this Agreement, if a Person other than the Trust
      Administrator is the obligor thereon or if such investment is managed or advised
      by a Person other than the Trust Administrator or an Affiliate of the Trust
      Administrator, and (ii) no later than the date on which such funds are required
      to be withdrawn from such account pursuant to this Agreement, if the Trust
      Administrator is the obligor thereon or if such investment is managed or advised
      by the Trust Administrator or any Affiliate. All such Permitted Investments
      shall be held to maturity, unless payable on demand. Any investment of funds
      in
      the Distribution Account shall be made in the name of the Trustee, or in the
      name of a nominee of the Trust Administrator. The Trust Administrator shall
      be
      entitled to sole possession over each such investment, and any certificate
      or
      other instrument evidencing any such investment shall be delivered directly
      to
      the Trust Administrator or its agent, together with any document of transfer
      necessary to transfer title to such investment to the Trust Administrator or
      its
      nominee. In the event amounts on deposit in the Distribution Account are at
      any
      time invested in a Permitted Investment payable on demand, the Trust
      Administrator shall:

     

    (x) consistent
      with any notice required to be given thereunder, demand that payment thereon
      be
      made on the last day such Permitted Investment may otherwise mature hereunder
      in
      an amount equal to the lesser of (1) all amounts then payable thereunder and
      (2)
      the amount required to be withdrawn on such date; and

     

    (y) demand
      payment of all amounts due thereunder promptly upon determination by a
      Responsible Officer of the Trust Administrator that such Permitted Investment
      would not constitute a Permitted Investment in respect of funds thereafter
      on
      deposit in the Distribution Account.

     

    All
      income and gain realized from the investment of funds deposited in the
      Distribution Account shall be for the benefit of the Master Servicer. The Trust
      Administrator shall deposit in the Distribution Account the amount of any loss
      of principal incurred in respect of any such Permitted Investment made with
      funds in such Account immediately upon realization of such loss.

     

    
      	SECTION
              3A.12.  	
              Permitted
                Withdrawals and Transfers from the Distribution
                Account.

            


    

     

      The
      Trust
      Administrator will, from time to time on demand of the Master Servicer, the
      Servicer or the Trustee, make or cause to be made such withdrawals or transfers
      from the Distribution Account pursuant to this Agreement. The Trust
      Administrator may clear and terminate the Distribution Account pursuant to
      Section 9.01 and remove amounts from time to time deposited in
      error.

     

    On
      an
      ongoing basis, the Trust Administrator shall withdraw funds from the
      Distribution Account to pay (i) any Extraordinary Trust Fund Expenses including
      but not limited to amounts payable to the Servicer or the Depositor pursuant
      to
      Section 6.03(b) or Master Servicer pursuant to Section 6.03(c), and
      (ii) any amounts expressly payable to the Master Servicer as set forth in
      Section 3A.09.

     

    The
      Trust
      Administrator may withdraw from the Distribution Account any of the following
      amounts (in the case of any such amount payable or reimbursable to the Servicer,
      only to the extent the Servicer shall not have paid or reimbursed itself such
      amount prior to making any remittance to the Master Servicer pursuant to the
      terms of this Agreement):

     

    (i)  to
      reimburse the Master Servicer or (if the Master Servicer is the Servicer) the
      Trustee (to the extent either of them is obligated to do so as successor
      Servicer) for any Advance of its own funds, the right of the Master Servicer
      or
      the Trustee, as applicable, to reimbursement pursuant to this subclause (i)
      being limited to amounts received on a particular Mortgage Loan (including,
      for
      this purpose, the Purchase Price therefor, Insurance Proceeds, Liquidation
      Proceeds and Subsequent Recoveries) which represent late payments or recoveries
      of the principal of or interest on such Mortgage Loan respecting which such
      Advance was made;

     

    (ii)  to
      reimburse the Master Servicer from Insurance Proceeds, Liquidation Proceeds
      or
      Subsequent Recoveries relating to a particular Mortgage Loan for amounts
      expended by the Master Servicer in good faith in connection with the restoration
      of the related Mortgaged Property which was damaged by an Uninsured Cause or
      in
      connection with the liquidation of such Mortgage Loan;

     

    (iii)  to
      reimburse the Master Servicer from Insurance Proceeds relating to a particular
      Mortgage Loan for insured expenses incurred with respect to such Mortgage Loan
      and to reimburse the Master Servicer from Liquidation Proceeds and Subsequent
      Recoveries from a particular Mortgage Loan for Liquidation Expenses incurred
      with respect to such Mortgage Loan;

     

    (iv)  to
      reimburse the Master Servicer for advances of funds (other than Advances) made
      with respect to the Mortgage Loans, and the right to reimbursement pursuant
      to
      this subclause being limited to amounts received on the related Mortgage Loan
      (including, for this purpose, the Purchase Price therefor, Insurance Proceeds,
      Liquidation Proceeds and Subsequent Recoveries) which represent late recoveries
      of the payments for which such advances were made;

     

    (v)  to
      reimburse the Master Servicer or (if the Master Servicer is the Servicer) the
      Trustee (to the extent either of them is obligated to do so as successor
      Servicer) for any Advance or Servicing Advance, after a Realized Loss has been
      allocated with respect to the related Mortgage Loan if the Advance or Servicing
      Advance has not been reimbursed pursuant to clauses (i) through
      (iv);

     

    (vi)  to
      make
      distributions in accordance with Section 4.01;

     

    (vii)  to
      pay
      compensation to the Trust Administrator on each Distribution Date;

     

    (viii)  to
      pay
      any amounts in respect of taxes pursuant to Section 10.01(g);

     

    (ix)  without
      duplication of the amount set forth in clause (iii) above, to pay any
      Extraordinary Trust Fund Expenses to the extent not paid by the Master Servicer
      from the Distribution Account;

     

    (x)  without
      duplication of any of the foregoing, to reimburse or pay the Servicer any such
      amounts as are due thereto under this Agreement and have not been retained
      by or
      paid to the Servicer, to the extent provided in this Agreement and to refund
      to
      the Servicer any amount remitted by the Servicer to the Master Servicer in
      error;

     

    (xi)  to
      pay to
      the Master Servicer, any interest or investment income earned on funds deposited
      in the Distribution Account;

     

    (xii)  to
      pay
      the Credit Risk Manager the Credit Risk Manager Fee;

     

    (xiii)  to
      withdraw any amount deposited in the Distribution Account in error;
      and

     

    (xiv)  to
      clear
      and terminate the Distribution Account pursuant to
      Section 9.01.

     

    The
      Master Servicer shall keep and maintain separate accounting, on a Mortgage
      Loan
      by Mortgage Loan basis, for the purpose of accounting for any reimbursement
      from
      the Distribution Account pursuant to clauses (i) through (v) above or with
      respect to any such amounts which would have been covered by such clauses had
      the amounts not been retained by the Master Servicer without being deposited
      in
      the Distribution Account.

     

    On
      or
      before the Business Day prior to each Distribution Date, the Master Servicer
      or
      (if the Master Servicer is the Servicer) the Trustee (to the extent either
      of
      them is obligated to do so as successor Servicer) shall remit to the Trust
      Administrator for deposit in the Distribution Account any Advances required
      to
      be made and the Master Servicer shall deposit in the Distribution Account any
      Compensating Interest required to be paid, in either such case by the Master
      Servicer or the Trustee, as applicable, with respect to the Mortgage
      Loans.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      IV  

     

    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    
      	SECTION
              4.01.  	
              Distributions.

            


    

     

    (a)  On
      each
      Distribution Date, the following amounts, in the following order of priority,
      shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular
      Interests and distributed to the holders of the Class R Certificates (in respect
      of the Class R-I Interest), as the case may be: 

     

    (i)  to
      Holders of REMIC I Regular Interest I-1-A through I-45-B, pro rata, in an amount
      equal to (A) Uncertificated Interest for such REMIC I Regular Interests for
      such
      Distribution Date, plus (B) any amounts payable in respect thereof remaining
      unpaid from previous Distribution Dates.

     

    (ii)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (1)
      above, payments of principal shall be allocated as follows: first, to REMIC
      I
      Regular Interest I and then to REMIC I Regular Interests I-1-A through I-45-B
      starting with the lowest numerical denomination until the Uncertificated Balance
      of each such REMIC I Regular Interest is reduced to zero, provided that, for
      REMIC I Regular Interests with the same numerical denomination, such payments
      of
      principal shall be allocated pro rata between such REMIC I Regular Interests,
      and second, to the extent of any Overcollateralization Reduction Amounts, to
      REMIC I Regular Interests I-1-A through I-45-B starting with the lowest
      numerical denomination until the Uncertificated Balance of each such REMIC
      I
      Regular Interest is reduced to zero, provided that, for REMIC I Regular
      Interests with the same numerical denomination, such Overcollateralization
      Reduction Amounts shall be allocated pro rata between such REMIC I Regular
      Interests.

     

    (iii)  to
      the
      Holders of REMIC I Regular Interest I-LTP, (A) all amounts representing
      Prepayment Charges in respect of the Mortgage Loans received during the related
      Prepayment Period and (B) on the Distribution Date immediately following the
      expiration of the latest Prepayment Charge as identified on the Prepayment
      Charge Schedule or any Distribution Date thereafter until $100 has been
      distributed pursuant to this clause.

     

    (b)  On
      each
      Distribution Date, the following amounts, in the following order of priority,
      shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular
      Interests or withdrawn from the Distribution Account and distributed to the
      holders of the Class R Certificates (in respect of the Class R-II Interest),
      as
      the case may be:

     

    (i)  to
      the
      Holders of REMIC II Regular Interest II-LTIO, in an amount equal to (a)
      Uncertificated Accrued Interest for such REMIC II Regular Interest for such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates.

     

    (ii)  to
      Holders of REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTA1,
      REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3, REMIC
      II
      Regular Interest II-LTA4, REMIC II Regular Interest II-LTM1, REMIC II Regular
      Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
      II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6,
      REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC
      II
      Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular
      Interest II-LTM11, REMIC II Regular Interest II-LTZZ and REMIC II Regular
      Interest II-LTP, pro
      rata,
      in an
      amount equal to (A) the Uncertificated Interest for such Distribution Date,
      plus
      (B) any amounts in respect thereof remaining unpaid from previous Distribution
      Dates. Amounts payable as Uncertificated Interest in respect of REMIC II Regular
      Interest II-LTZZ shall be reduced and deferred when the REMIC II
      Overcollateralized Amount is less than the REMIC II Required
      Overcollateralization Amount, by the lesser of (x) the amount of such difference
      and (y) the Maximum II-LTZZ Uncertificated Interest Deferral Amount and such
      amount will be payable to the Holders of REMIC II Regular Interest II-LTA1,
      REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3, REMIC
      II
      Regular Interest II-LTA4, REMIC II Regular Interest II-LTM1, REMIC II Regular
      Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
      II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6,
      REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC
      II
      Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC II
      Regular Interest II-LTM11 in the same proportion as the Overcollateralization
      Deficiency Amount is allocated to the Corresponding Certificates and the
      Uncertificated Balance of REMIC II Regular Interest II-LTZZ shall be increased
      by such amount; and

     

    (iii)  to
      the
      Holders of REMIC II Regular Interest II-LTP, (A) on each Distribution Date,
      100%
      of the amount paid in respect of Prepayment Charges and (B) on the Distribution
      Date immediately following the expiration of the latest Prepayment Charge as
      identified on the Prepayment Charge Schedule or any Distribution Date thereafter
      until $100 has been distributed pursuant to this clause;

     

    (iv)  to
      the
      Holders of the REMIC II Regular Interests, in an amount equal to the remainder
      of the Available Funds for such Distribution Date after the distributions made
      pursuant to clauses (i), (ii) and (iii) above, allocated as
      follows:

     

    (a) 98.00%
      of
      such remainder to the Holders of REMIC II Regular Interest II-LTAA, until the
      Uncertificated Balance of such REMIC II Regular Interest is reduced to
      zero;

     

    (b) 2.00%
      of
      such remainder, first to the Holders of REMIC II Regular Interest II-LTA1,
      REMIC
      II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3, REMIC II Regular
      Interest II-LTA4, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest
      II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4,
      REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC
      II
      Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular
      Interest II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC II Regular
      Interest II-LTM11, equal to 1.00% of and in the same proportion as principal
      payments are allocated to the Corresponding Certificates, until the
      Uncertificated Balances of such REMIC II Regular Interests are reduced to zero
      and second, to the Holders of REMIC II Regular Interest II-LTZZ, 1.00%, until
      the Uncertificated Balance of such REMIC II Regular Interest is reduced to
      zero;
      and

     

    (c) any
      remaining amount to the Holders of the Class R Certificates (in respect of
      the
      Class R-II Interest);

     

    provided,
      however, that (i) 98.00% and (ii) 2.00% of any principal payments that are
      attributable to an Overcollateralization Release Amount shall be allocated
      to
      Holders of (i) REMIC II Regular Interest II-LTAA and REMIC II Regular Interest
      II-LTZZ, respectively; once the Uncertificated Principal Balances of REMIC
      II
      Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2, REMIC II Regular
      Interest II-LTA3, REMIC II Regular Interest II-LTA4, REMIC II Regular Interest
      II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3,
      REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC
      II
      Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular
      Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest
      II-LTM10, and REMIC II Regular Interest II-LTM11 have been reduced to
      zero.

     

    On
      each
      Distribution Date, all amounts representing Prepayment Charges in respect of
      the
      Mortgage Loans during the related Prepayment Period and any Servicer Prepayment
      Charge Payment Amount paid by the Servicer during the related Prepayment Period
      will be distributed by REMIC II to the Holders of REMIC II Regular Interest
      II-LTP. The payment of the foregoing amounts to the Holders of REMIC II Regular
      Interest II-LTP shall not reduce the Uncertificated Balance
      thereof.

     

    (c)  On
      each
      Distribution Date, the Trust Administrator shall withdraw from the Distribution
      Account that portion of Available Funds for such Distribution Date consisting
      of
      the Interest Remittance Amount for such Distribution Date, and make the
      following distributions in the order of priority described below, in each case
      to the extent of the Interest Remittance Amount remaining for such Distribution
      Date:

     

    (i)  concurrently,
      to the Holders of the Class A Certificates, on a pro rata basis based on the
      entitlement of each such Class, the Monthly Interest Distributable Amount and
      the Unpaid Interest Shortfall Amount, if any, for such Certificates for such
      Distribution Date; 

     

    (ii)  to
      the
      Holders of the Class M-1 Certificates, the Monthly Interest Distributable Amount
      allocable to such Certificates;

     

    (iii)  to
      the
      Holders of the Class M-2 Certificates, the Monthly Interest Distributable Amount
      allocable to such Certificates;

     

    (iv)  to
      the
      Holders of the Class M-3 Certificates, the Monthly Interest Distributable Amount
      allocable to such Certificates;

     

    (v)  to
      the
      Holders of the Class M-4 Certificates, the Monthly Interest Distributable Amount
      allocable to such Certificates;

     

    (vi)  to
      the
      Holders of the Class M-5 Certificates, the Monthly Interest Distributable Amount
      allocable to such Certificates;

     

    (vii)  to
      the
      Holders of the Class M-6 Certificates, the Monthly Interest Distributable Amount
      allocable to such Certificates; 

     

    (viii)  to
      the
      Holders of the Class M-7 Certificates, the Monthly Interest Distributable Amount
      allocable to such Certificates;

     

    (ix)  to
      the
      Holders of the Class M-8 Certificates, the Monthly Interest Distributable Amount
      allocable to such Certificates;

     

    (x)  to
      the
      Holders of the Class M-9 Certificates, the Monthly Interest Distributable Amount
      allocable to such Certificates; 

     

    (xi)  to
      the
      Holders of the Class M-10 Certificates, the Monthly Interest Distributable
      Amount allocable to such Certificates; and

     

    (xii)  to
      the
      Holders of the Class M-11 Certificates, the Monthly Interest Distributable
      Amount allocable to such Certificates.

     

    (d)  (I)On
      each
      Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
      Event
      is in effect, distributions in respect of principal to the extent of the
      Principal Distribution Amount shall be made in the following amounts and order
      of priority:

     

    (i)  first,
      to
      the Holders of the Class A Certificates (allocated among the Class A
      Certificates in the priority described below), until the Certificate Principal
      Balances thereof have been reduced to zero; 

     

    (ii)  second,
      to the Holders of the Class M-1 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero;

     

    (iii)  third,
      to
      the Holders of the Class M-2 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero;

     

    (iv)  fourth,
      to the Holders of the Class M-3 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero;

     

    (v)  fifth,
      to
      the Holders of the Class M-4 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero;

     

    (vi)  sixth,
      to
      the Holders of the Class M-5 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero;

     

    (vii)  seventh,
      to the Holders of the Class M-6 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero;

     

    (viii)  eighth,
      to the Holders of the Class M-7 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero;

     

    (ix)  ninth,
      to
      the Holders of the Class M-8 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero;

     

    (x)  tenth,
      to
      the Holders of the Class M-9 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero; 

     

    (xi)  eleventh,
      to the Holders of the Class M-10 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero; and

     

    (xii)  twelfth,
      to the Holders of the Class M-11 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero. 

     

    (II) On
      each
      Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
      Event is not in effect, distributions in respect of principal to the extent
      of
      the Principal Distribution Amount shall be made in the following amounts and
      order of priority:

     

    (i) first,
      to
      the Holders of the Class A Certificates (allocated among the Class A
      Certificates in the priority described below), the Senior Principal Distribution
      Amount until the Certificate Principal Balances thereof have been reduced to
      zero; 

     

    (ii) second,
      to the Holders of the Class M-1 Certificates, the Class M-1 Principal
      Distribution Amount until the Certificate Principal Balance thereof has been
      reduced to zero;

     

    (iii) third,
      to
      the Holders of the Class M-2 Certificates, the Class M-2 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (iv) fourth,
      to the Holders of the Class M-3 Certificates, the Class M-3 Principal
      Distribution Amount until the Certificate Principal Balance thereof has been
      reduced to zero;

     

    (v) fifth,
      to
      the Holders of the Class M-4 Certificates, the Class M-4 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (vi) sixth,
      to
      the Holders of the Class M-5 Certificates, the Class M-5 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (vii) seventh,
      to the Holders of the Class M-6 Certificates, the Class M-6 Principal
      Distribution Amount until the Certificate Principal Balance thereof has been
      reduced to zero; 

     

    (viii) eighth,
      to the Holders of the Class M-7 Certificates, the Class M-7 Principal
      Distribution Amount until the Certificate Principal Balance thereof has been
      reduced to zero;

     

    (ix) ninth,
      to
      the Holders of the Class M-8 Certificates, the Class M-8 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (x) tenth,
      to
      the Holders of the Class M-9 Certificates, the Class M-9 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero;


     

    (xi) eleventh,
      to the Holders of the Class M-10 Certificates, the Class M-10 Principal
      Distribution Amount until the Certificate Principal Balance thereof has been
      reduced to zero; and

     

    (xii) twelfth,
      to the Holders of the Class M-11 Certificates, the Class M-11 Principal
      Distribution Amount until the Certificate Principal Balance thereof has been
      reduced to zero.

     

    With
      respect to the Class A Certificates, all principal distributions will be
      distributed sequentially to the Class A-1 Certificates, the Class A-2
      Certificates, the Class A-3 Certificates and the Class A-4 Certificates, in
      that
      order, until their respective Certificate Principal Balances have been reduced
      to zero. Notwithstanding any provisions contained in this Agreement to the
      contrary, on any Distribution Date on which the aggregate Certificate Principal
      Balance of the Subordinate Certificates has been reduced to zero, all
      distributions of principal to the Class A Certificates shall be distributed
      concurrently to the Class A-1 Certificates, the Class A-2 Certificates, the
      Class A-3 Certificates and the Class A-4 Certificates, on a pro rata basis
      based
      on the Certificate Principal Balance of each such Class.

     

    (e)  On
      each
      Distribution Date, the Net Monthly Excess Cashflow shall be distributed as
      follows:

     

    (i)  to
      the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to any Extra Principal
      Distribution Amount, without taking into account amounts, if any, received
      under
      the Interest Rate Swap Agreement, distributable to such Holders as part of
      the
      Principal Distribution Amount, as applicable, as described under Section 4.01(b)
      above;

     

    (ii)  sequentially,
      to the Holders of the Class M-1 Certificates, Class M-2 Certificates, Class
      M-3
      Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6
      Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9
      Certificates, Class M-10 Certificates and Class M-11 Certificates, in that
      order, in each case first, in an amount equal to the Unpaid Interest Shortfall
      Amount allocable to such Certificates and second, in an amount equal to the
      Allocated Realized Loss Amount allocable to such Certificates;

     

    (iii)  to
      the
      Net WAC Rate Carryover Reserve Account, the amount of any Net WAC Rate Carryover
      Amounts, without taking into account amounts, if any, received under the
      Interest Rate Swap Agreement;

     

    (iv)  to
      the
      Swap Provider, any Swap Termination Payments resulting from a Swap Provider
      Trigger Event;

     

    (v)  to
      the
      Holders of the Class CE Certificates, (a) the Monthly Interest Distributable
      Amount and any Overcollateralization Release Amount for such Distribution Date
      and (b) on any Distribution Date on which the aggregate Certificate Principal
      Balance of the Class A Certificates and the Mezzanine Certificates has been
      reduced to zero, any remaining amounts in reduction of the Certificate Principal
      Balance of the Class CE Certificates, until the Certificate Principal Balance
      thereof has been reduced to zero;

     

    (vi)  if
      such
      Distribution Date follows the Prepayment Period during which occurs the latest
      date on which a Prepayment Charge may be required to be paid in respect of
      any
      Mortgage Loans, to the Holders of the Class P Certificates, in reduction of
      the
      Certificate Principal Balance thereof, until the Certificate Principal Balance
      thereof is reduced to zero; and

     

    (vii)  any
      remaining amounts to the Holders of the Residual Certificates (in respect of
      the
      appropriate Class R Interest).

     

    Without
      limiting the provisions of Section 9.01(b), by acceptance of the Residual
      Certificates the Holders of the Residual Certificates agree, and it is the
      understanding of the parties hereto, that for so long as any of the notes issued
      pursuant to the Indenture are outstanding or any amounts are reimbursable or
      payable to the NIMS Insurer in accordance with the terms of the Indenture,
      to
      pledge their rights to receive any amounts otherwise distributable to the
      Holders of the Class R Certificates (and such rights are hereby assigned and
      transferred) to the Holders of the Class CE Certificates.

     

    (f)  On
      each
      Distribution Date, after making the distributions of the Available Funds as
      set
      forth above, the Trust Administrator will withdraw from the Net WAC Rate
      Carryover Reserve Account, to the extent of amounts remaining on deposit
      therein, the amount of any Net WAC Rate Carryover Amount for such Distribution
      Date and distribute such amount in the following order of priority:

     

    (i)  
      concurrently, to the Class A Certificates, on a pro rata basis based on the
      remaining Net WAC Rate Carryover Amount for each such Class; and

     

    (ii)  sequentially,
      to the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates,
      Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class
      M-7 Certificates, Class M-8 Certificates, Class M-9 Certificates, Class M-10
      Certificates and Class M-11 Certificates, in that order, the Net WAC Rate
      Carryover Amount for each such Class.

     

    On
      each
      Distribution Date, the Trust Administrator shall withdraw any amounts then
      on
      deposit in the Distribution Account that represent (i) Prepayment Charges
      collected by the Servicer and remitted to the Master Servicer in connection
      with
      the Principal Prepayment of any of the Mortgage Loans or (ii) any Servicer
      Prepayment Charge Payment Amounts, and shall distribute such amounts to the
      Holders of the Class P Certificates. Such distributions shall not be applied
      to
      reduce the Certificate Principal Balance of the Class P
      Certificates.

     

    Following
      the foregoing distributions, an amount equal to the amount of Subsequent
      Recoveries remitted to the Master Servicer shall be applied to increase the
      Certificate Principal Balance of the Class of Certificates with the Highest
      Priority up to the extent of such Realized Losses previously allocated to that
      Class of Certificates pursuant to Section 4.04. An amount equal to the
      amount of any remaining Subsequent Recoveries shall be applied to increase
      the
      Certificate Principal Balance of the Class of Certificates with the next Highest
      Priority, up to the amount of such Realized Losses previously allocated to
      that
      Class of Certificates pursuant to Section 4.04. Holders of such
      Certificates will not be entitled to any distribution in respect of interest
      on
      the amount of such increases for any Accrual Period preceding the Distribution
      Date on which such increase occurs. Any such increases shall be applied to
      the
      Certificate Principal Balance of each Certificate of such Class in accordance
      with its respective Percentage Interest.

     

    (g)  On
      each
      Distribution Date, after making the distributions of the Available Funds, Net
      Monthly Excess Cashflow and amounts on deposit in the Net WAC Rate Carryover
      Reserve Account as set forth above, the Trust Administrator shall distribute
      the
      amount on deposit in the Swap Account as follows:

     

    (i)  first,
      to
      the Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant
      to
      the Interest Rate Swap Agreement for such Distribution Date;

     

    (ii)  second,
      to the Swap Provider, any Swap Termination Payment owed to the Swap Provider
      not
      due to a Swap Provider Trigger Event pursuant to the Interest Rate Swap
      Agreement;

     

    (iii)  third,
      concurrently, to each Class of Class A Certificates, the related Monthly
      Interest Distributable Amount and Unpaid Interest Shortfall Amount remaining
      undistributed after the distributions of the Interest Remittance Amount, on
      a
      pro rata basis based on such respective remaining Monthly Interest Distributable
      Amount and Unpaid Interest Shortfall Amount;

     

    (iv)  fourth,
      sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
      Certificates, in that order, the related Monthly Interest Distributable Amount
      and Unpaid Interest Shortfall Amount, to the extent remaining undistributed
      after the distributions of the Interest Remittance Amount and the Net Monthly
      Excess Cashflow;

     

    (v)  fifth,
      to
      the Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to any Extra Principal
      Distribution Amount, without taking into account amounts, if any, received
      under
      the Interest Rate Swap Agreement, distributable to such Holders as part of
      the
      Principal Distribution Amount, remaining undistributed after distribution of
      the
      Net Monthly Excess Cashflow;

     

    (vi)  sixth,
      sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class
      M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates,
      in
      that order, in each case up to the related Allocated Realized Loss Amount
      related to such Certificates for such Distribution Date remaining undistributed
      after distribution of the Net Monthly Excess Cashflow;

     

    (vii)  seventh,
      concurrently, to each Class of Class A Certificates, the related Net WAC Rate
      Carryover Amount, to the extent remaining undistributed after distributions
      are
      made from the Net WAC Rate Carryover Reserve Account, on a pro rata basis based
      on such respective Net WAC Rate Carryover Amounts remaining; and

     

    (viii)  eighth,
      sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
      Certificates, in that order, the related Net WAC Rate Carryover Amount, to
      the
      extent remaining undistributed after distributions are made from the Net WAC
      Rate Carryover Reserve Account.

     

    (h)  Distributions
      made with respect to each Class of Certificates on each Distribution Date shall
      be allocated pro
      rata
      among
      the outstanding Certificates in such Class based on their respective Percentage
      Interests. Distributions in respect of each Class of Certificates on each
      Distribution Date will be made to the Holders of the respective Class of record
      on the related Record Date (except as otherwise provided in Section 4.01(d)
      or Section 9.01 respecting the final distribution on such Class), based on
      the aggregate Percentage Interest represented by their respective Certificates,
      and shall be made by wire transfer of immediately available funds to the account
      of any such Holder at a bank or other entity having appropriate facilities
      therefor, if such Holder shall have so notified the Trust Administrator in
      writing at least five Business Days prior to the Record Date immediately prior
      to such Distribution Date and is the registered owner of Certificates having
      an
      initial aggregate Certificate Principal Balance or Notional Amount that is
      in
      excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the initial
      Certificate Principal Balance or Notional Amount of such Class of Certificates,
      or otherwise by check mailed by first class mail to the address of such Holder
      appearing in the Certificate Register. The final distribution on each
      Certificate will be made in like manner, but only upon presentment and surrender
      of such Certificate at the Corporate Trust Office of the Trust Administrator
      or
      such other location specified in the notice to Certificateholders of such final
      distribution.

     

    Each
      distribution with respect to a Book-Entry Certificate shall be paid to the
      Depository, as Holder thereof, and the Depository shall be responsible for
      crediting the amount of such distribution to the accounts of its Depository
      Participants in accordance with its normal procedures. Each Depository
      Participant shall be responsible for disbursing such distribution to the
      Certificate Owners that it represents and to each indirect participating
      brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
      it acts as agent. Each brokerage firm shall be responsible for disbursing funds
      to the Certificate Owners that it represents. None of the Trustee, the Trust
      Administrator, the Depositor or the Master Servicer shall have any
      responsibility therefor except as otherwise provided by this Agreement or
      applicable law.

     

    (i)  The
      rights of the Certificateholders to receive distributions in respect of the
      Certificates, and all interests of the Certificateholders in such distributions,
      shall be as set forth in this Agreement. None of the Holders of any Class of
      Certificates, the Trustee, the Trust Administrator or the Master Servicer shall
      in any way be responsible or liable to the Holders of any other Class of
      Certificates in respect of amounts properly previously distributed on the
      Certificates.

     

    (j)  Except
      as
      otherwise provided in Section 9.01, whenever the Trust Administrator
      expects that the final distribution with respect to any Class of Certificates
      will be made on the next Distribution Date, the Trust Administrator shall,
      no
      later than three (3) days before the related Distribution Date, mail to each
      Holder on such date of such Class of Certificates a notice to the effect
      that:

     

    (i)  the
      Trust
      Administrator expects that the final distribution with respect to such Class
      of
      Certificates will be made on such Distribution Date but only upon presentation
      and surrender of such Certificates at the office of the Trust Administrator
      therein specified, and

     

    (ii)  no
      interest shall accrue on such Certificates from and after the end of the related
      Accrual Period.

     

    Any
      funds
      not distributed to any Holder or Holders of Certificates of such Class on such
      Distribution Date because of the failure of such Holder or Holders to tender
      their Certificates shall, on such date, be set aside and held in trust by the
      Trust Administrator and credited to the account of the appropriate non-tendering
      Holder or Holders. If any Certificates as to which notice has been given
      pursuant to this Section 4.01(e) shall not have been surrendered for
      cancellation within six months after the time specified in such notice, the
      Trust Administrator shall mail a second notice to the remaining non-tendering
      Certificateholders to surrender their Certificates for cancellation in order
      to
      receive the final distribution with respect thereto. If within one year after
      the second notice all such Certificates shall not have been surrendered for
      cancellation, the Trust Administrator shall, directly or through an agent,
      mail
      a final notice to the remaining non-tendering Certificateholders concerning
      surrender of their Certificates but shall continue to hold any remaining funds
      for the benefit of non-tendering Certificateholders. The costs and expenses
      of
      maintaining the funds in trust and of contacting such Certificateholders shall
      be paid out of the assets remaining in the Trust Fund. If within one year after
      the final notice any such Certificates shall not have been surrendered for
      cancellation, the Trust Administrator shall pay to UBS Securities LLC all such
      amounts, and all rights of non-tendering Certificateholders in or to such
      amounts shall thereupon cease. No interest shall accrue or be payable to any
      Certificateholder on any amount held in trust by the Trust Administrator as
      a
      result of such Certificateholder’s failure to surrender its Certificate(s) for
      final payment thereof in accordance with this Section 4.01(d). Any such
      amounts held in trust by the Trust Administrator shall be held in an Eligible
      Account and the Trust Administrator may direct any depository institution
      maintaining such account to invest the funds in one or more Permitted
      Investments. All income and gain realized from the investment of funds deposited
      in such accounts held in trust by the Trust Administrator shall be for the
      benefit of the Trust Administrator; provided, however, that the Trust
      Administrator shall deposit in such account the amount of any loss of principal
      incurred in respect of any such Permitted Investment made with funds in such
      accounts immediately upon the realization of such loss.

     

    (k)  Notwithstanding
      anything to the contrary herein, (i) in no event shall the Certificate Principal
      Balance of a Class A Certificate or a Mezzanine Certificate be reduced more
      than
      once in respect of any particular amount both (a) allocated to such Certificate
      in respect of Realized Losses pursuant to Section 4.04 and (b) distributed
      to the Holder of such Certificate in reduction of the Certificate Principal
      Balance thereof pursuant to this Section 4.01 from Net Monthly Excess
      Cashflow and (ii) in no event shall the Uncertificated Balance of a REMIC I
      Regular Interest be reduced more than once in respect of any particular amount
      both (a) allocated to such REMIC I Regular Interest in respect of Realized
      Losses pursuant to Section 4.04 and (b) distributed on such REMIC I Regular
      Interest in reduction of the Uncertificated Balance thereof pursuant to this
      Section 4.01.

     

    
      	SECTION
              4.02.  	
              Statements
                to Certificateholders.

            


    

     

    (a) On
      each
      Distribution Date, based, as applicable, on information provided to the Trust
      Administrator by the Master Servicer (which in turn shall be based, as
      applicable, on information provided to the Master Servicer by the Servicer),
      the
      Trust Administrator shall prepare and make available to each Holder of the
      Regular Certificates, the Credit Risk Manager, the other parties hereto and
      the
      Rating Agencies, a statement as to the distributions to be made on such
      Distribution Date containing the following information:

     

    (i)  the
      amount of the distribution made on such Distribution Date to the Holders of
      the
      Certificates of each Class allocable to principal, and the amount of the
      distribution made on such Distribution Date to the Holders of the Class P
      Certificates allocable to Prepayment Charges and Servicer Prepayment Charge
      Payment Amounts;

     

    (ii)  the
      amount of the distribution made on such Distribution Date to the Holders of
      the
      Certificates of each Class allocable to interest;

     

    (iii)  the
      fees
      and expenses of the Trust accrued and paid on such Distribution Date and to
      whom
      such fees and expenses were paid;

     

    (iv)  the
      aggregate amount of Advances for such Distribution Date (including the general
      purpose of such Advances);

     

    (v)  the
      aggregate Stated Principal Balance of the Mortgage Loans and any REO Properties
      as of the last day of the related Due Period;

     

    (vi)  the
      number, aggregate Stated Principal Balance, weighted average remaining term
      to
      maturity and weighted average Mortgage Rate of the Mortgage Loans as of the
      related Due Date;

     

    (vii)  the
      number and aggregate unpaid Principal Balance of Mortgage Loans (a) delinquent
      30 to 59 days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more days,
      in
      each case, as of the last day of the preceding calendar month, (d) as to which
      foreclosure proceedings have been commenced and (e) with respect to which the
      related Mortgagor has filed for protection under applicable bankruptcy laws,
      with respect to whom bankruptcy proceedings are pending or with respect to
      whom
      bankruptcy protection is in force;

     

    (viii)  the
      total
      number and cumulative principal balance of all REO Properties as of the close
      of
      business on the last day of the preceding Prepayment Period;

     

    (ix)  the
      aggregate amount of Principal Prepayments made during the related Prepayment
      Period;

     

    (x)  the
      Delinquency Percentage;

     

    (xi)  the
      aggregate amount of Realized Losses incurred during the related Prepayment
      Period, which will include the aggregate amount of Subsequent Recoveries
      received during the related Prepayment Period and the aggregate amount of
      Realized Losses incurred since the Closing Date, which will include the
      cumulative amount of Subsequent Recoveries received since the Closing
      Date;

     

    (xii)  the
      aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the
      Collection Account or the Distribution Account for such Distribution
      Date;

     

    (xiii)  the
      aggregate Certificate Principal Balance and Notional Amount, as applicable,
      of
      each Class of Certificates, before and after giving effect to the distributions,
      and allocations of Realized Losses, made on such Distribution Date, separately
      identifying any reduction thereof due to allocations of Realized
      Losses;

     

    (xiv)  the
      Certificate Factor for each such Class of Certificates applicable to such
      Distribution Date;

     

    (xv)  the
      Monthly Interest Distributable Amount in respect of the Class A Certificates,
      the Mezzanine Certificates and the Class CE Certificates for such Distribution
      Date and the Unpaid Interest Shortfall Amount, if any, with respect to the
      Class
      A Certificates and the Mezzanine Certificates on such Distribution Date,
      separately identifying any reduction thereof due to allocations of Realized
      Losses, Prepayment Interest Shortfalls and Relief Act Interest
      Shortfalls;

     

    (xvi)  the
      aggregate amount of any Prepayment Interest Shortfall for such Distribution
      Date, to the extent not covered by payments by the Servicer or the Master
      Servicer;

     

    (xvii)  the
      aggregate amount of Relief Act Interest Shortfalls for such Distribution
      Date;

     

    (xviii)  the
      Net
      Monthly Excess Cashflow, the Overcollateralization Target Amount, the
      Overcollateralized Amount, the Overcollateralization Deficiency Amount and
      the
      Credit Enhancement Percentage for such Distribution Date;

     

    (xix)  the
      respective Pass-Through Rates applicable to the Class A Certificates, the
      Mezzanine Certificates and the Class CE Certificates for such Distribution
      Date
      (and whether such Pass-Through Rate was limited by the Net WAC
      Rate);

     

    (xx)  the
      Aggregate Loss Severity Percentage;

     

    (xxi)  whether
      the Stepdown Date or a Trigger Event is in effect;

     

    (xxii)  the
      total
      cashflows received and the general sources thereof;

     

    (xxiii)  the
      Available Funds;

     

    (xxiv)  the
      Net
      WAC Rate Carryover Amount for the Class A Certificates and the Mezzanine
      Certificates, if any, for such Distribution Date, the amount remaining unpaid
      after reimbursements therefor on such Distribution Date;

     

    (xxv)  the
      amount of any Net Swap Payments or Swap Termination Payments; and

     

    (xxvi)  if
      applicable, material modifications, extensions or waivers to Mortgage Loan
      terms, fees, penalties or payments during the preceding calendar month or that
      have become material over time; and 

     

    (xxvii)  the
      applicable Record Dates, Accrual Periods and determination dates for calculating
      distributions for such Distribution Date.

     

    The
      Trust
      Administrator will make such statement (and, at its option, any additional
      files
      containing the same information in an alternative format) available each month
      to Certificateholders, the Master Servicer, the Servicer, the Depositor and
      the
      Rating Agencies via the Trust Administrator’s internet website. The Trust
      Administrator’s internet website shall initially be located at
“www.ctslink.com”. Assistance in using the website can be obtained by calling
      the Trust Administrator’s customer service desk at (301) 815-6600. Parties that
      are unable to use the above distribution options are entitled to have a paper
      copy mailed to them via first class mail by calling the customer service desk
      and indicating such. The Trust Administrator shall have the right to change
      the
      way such statements are distributed in order to make such distribution more
      convenient and/or more accessible to the above parties and the Trust
      Administrator shall provide timely and adequate notification to all above
      parties regarding any such changes. As a condition to access the Trust
      Administrator’s internet website, the Trust Administrator may require
      registration and the acceptance of a disclaimer. The Trust Administrator will
      not be liable for the dissemination of information in accordance with this
      Agreement. The Trust Administrator shall also be entitled to rely on but shall
      not be responsible for the content or accuracy of any information provided
      by
      third parties for purposes of preparing the distribution date statement and
      may
      affix thereto any disclaimer it deems appropriate in its reasonable discretion
      (without suggesting liability on the part of any other party
      thereto).

     

    In
      the
      case of information furnished pursuant to subclauses (i) through (iii) above,
      the amounts shall be expressed as a dollar amount per Single Certificate of
      the
      relevant Class.

     

    Within
      a
      reasonable period of time after the end of each calendar year, the Trust
      Administrator shall, upon written request, forward to each Person who at any
      time during the calendar year was a Holder of a Regular Certificate and the
      NIMS
      Insurer a statement containing the information set forth in subclauses (i)
      through (iii) above, aggregated for such calendar year or applicable portion
      thereof during which such Person was a Certificateholder. Such obligation of
      the
      Trust Administrator shall be deemed to have been satisfied to the extent that
      substantially comparable information shall be provided by the Trust
      Administrator pursuant to any requirements of the Code as from time to time
      are
      in force.

     

    Within
      a
      reasonable period of time after the end of each calendar year, the Trust
      Administrator shall furnish to each Person who at any time during the calendar
      year was a Holder of a Residual Certificate and the NIMS Insurer a statement
      setting forth the amount, if any, actually distributed with respect to the
      Residual Certificates, as appropriate, aggregated for such calendar year or
      applicable portion thereof during which such Person was a
      Certificateholder.

     

    The
      Trust
      Administrator shall, upon request, furnish to each Certificateholder and the
      NIMS Insurer, during the term of this Agreement, such periodic, special, or
      other reports or information, whether or not provided for herein, as shall
      be
      reasonable with respect to the Certificateholder, or otherwise with respect
      to
      the purposes of this Agreement, all such reports or information to be provided
      at the expense of the Certificateholder in accordance with such reasonable
      and
      explicit instructions and directions as the Certificateholder may provide.
      For
      purposes of this Section 4.02, the Trust Administrator’s duties are limited
      to the extent that the Master Servicer receives timely reports as required
      from
      the Servicer.

     

    On
      each
      Distribution Date the Trust Administrator shall provide Intex Solutions, Inc.
      and Bloomberg Financial Markets, L.P. (“Bloomberg”) CUSIP level factors for each
      class of Certificates as of such Distribution Date, using a format and media
      mutually acceptable to the Trust Administrator and Bloomberg.

     

    (b) For
      each
      Distribution Date, through and including the Distribution Date in December
      2006,
      the Trust Administrator shall calculate the Significance Percentage of the
      Interest Rate Swap Agreement. If on any such Distribution Date, the Significance
      Percentage is equal to or greater than 9%, the Trust Administrator shall
      promptly notify the Depositor and the Depositor shall obtain the financial
      information required to be delivered by the Swap Provider pursuant to the terms
      of the Interest Rate Swap Agreement. If, on any succeeding Distribution Date
      through and including the Distribution Date in December 2006, the Significance
      Percentage is equal to or greater than 10%, the Trust Administrator shall
      promptly notify the Depositor and the Depositor shall, within 5 Business Days
      of
      such Distribution Date, deliver to the Trust Administrator the financial
      information provided to it by the Swap Provider for inclusion in the Form 10-D
      relating to such Distribution Date. If on any Distribution Date after December
      2006, the Significance Percentage is greater than 10%, the Trust Administrator
      shall include the Significance Percentage on the statement to Certificateholders
      for the related Distribution Date.

     

    With
      respect to any Distribution Date, for purposes of determining the numerator
      of
      the fraction that constitutes the Significance Percentage, the interest rate
      used to project future amounts payable under the Interest Rate Swap Agreement
      shall be equal to the highest rate reflected on the Implied Forwards Curve
      available at Bloomberg Financial Markets, L.P. for the remaining term of the
      Interest Rate Swap Agreement plus the percentage equivalent of a fraction,
      the
      numerator of which is 3.00% and the denominator of which is the number of
      remaining Distribution Dates on which the Swap Administrator is entitled to
      receive payments under the Interest Rate Swap Agreement. The discount rate
      used
      to determine the net present value of the estimated future amounts payable
      shall
      be equal to the lowest rate reflected on the Implied Forwards Curve. The Trust
      Administrator shall obtain the Implied Forwards Curve from Bloomberg within
      15
      Business Days of the respective Distribution Date. To determine the Implied
      Forwards Curve for such Distribution Date, the Trust Administrator shall take
      the following steps on the Bloomberg terminal: (1) the following keystrokes
      shall be entered: fwcv <enter>, 27 <enter>, 3 <enter>; (2) the
      Forwards shall be set to “1-Mo”; (3) the Intervals shall be set to “1-Mo”; and
      (4) the Points shall be set to equal the remaining term of the Interest Rate
      Swap Agreement in months and the Trust Administrator shall click <enter>.
      For purposes of estimating future amounts payable under the Interest Rate Swap
      Agreement, the accrual period for both the Fixed Amounts and the Floating
      Amounts (as defined in the Confirmation) shall be assumed to be a 30-day period
      in a 360-day year.

     

    
      	SECTION
              4.03.  	
              Remittance
                Reports; Advances.

            


    

     

    (a)  On
      the
      10th day of each calendar month (or, if such 10th day is not a Business Day,
      then on the next succeeding Business Day), the Servicer shall furnish to the
      Trust Administrator a monthly remittance advice (which together with any
      supplemental reports is known as the “Remittance Report”) in a format attached
      as Exhibit R-2 or in any other format as mutually agreed to between the Servicer
      and the Trust Administrator, containing such information regarding the Mortgage
      Loans as is needed by the Trust Administrator to perform its duties as set
      forth
      in Section 4.01 and 4.02 hereof. Such Remittance Report will also include a
      delinquency report substantially in the form set forth in Exhibit R-1 and a
      realized loss report substantially in the form set forth in Exhibit R-3 (or
      in
      either case, such other format as mutually agreed to between the Servicer and
      the Trust Administrator). No later than 3 Business Days after the 15th day
      of
      each calendar month, the Servicer shall furnish to the Trust Administrator
      a
      monthly report containing such information regarding prepayments in full on
      Mortgage Loans during the applicable Prepayment Period in a format as mutually
      agreed to between the Servicer and the Trust Administrator. The Trust
      Administrator shall, on behalf of each Servicer, on such date furnish a copy
      of
      the Remittance Report to the NIMS Insurer, the Credit Risk Manager by such
      means
      as the Trust Administrator shall agree from time to time. The Trust
      Administrator shall not be responsible to recompute, recalculate or verify
      any
      information provided to it by the Servicer.

     

    (b)  With
      respect to any Mortgage Loan on which a Monthly Payment was due during the
      related Due Period and delinquent on the related Determination Date, the amount
      of the Servicer’s Advance will be equal to the Monthly Payment (net of the
      related Servicing Fee) that would have been due on the related Due Date in
      respect of the related Mortgage Loan. With respect to each REO Property, which
      REO Property was acquired during or prior to the related Prepayment Period
      and
      as to which such REO Property an REO Disposition did not occur during the
      related Prepayment Period, an amount equal to the excess, if any, of the Monthly
      Payment (net of the related Servicing Fee) that would have been due on the
      related Due Date in respect of the related Mortgage Loan, over the net income
      from such REO Property deposited in the Collection Account pursuant to Section
      3.23 for distribution on such Distribution Date.

     

    On
      the
      Servicer Remittance Date, the Servicer shall remit in immediately available
      funds to the Trust Administrator for deposit in the Distribution Account an
      amount equal to the aggregate amount of Advances, if any, to be made in respect
      of the Mortgage Loans for the related Distribution Date either (i) from its
      own
      funds or (ii) from the Collection Account, to the extent of funds held therein
      for future distribution (in which case it will cause to be made an appropriate
      entry in the records of the Collection Account that amounts held for future
      distribution have been, as permitted by this Section 4.03, used by the Servicer
      in discharge of any such Advance) or (iii) in the form of any combination of
      (i)
      and (ii) aggregating the total amount of Advances to be made by the Servicer
      with respect to the Mortgage Loans. Any amounts held for future distribution
      used by the Servicer to make a Advance as permitted in the preceding sentence
      shall be appropriately reflected in the Servicer’s records and replaced by the
      Servicer by deposit in the Collection Account on or before any future Servicer
      Remittance Date to the extent that the Available Funds for the related
      Distribution Date (determined without regard to Advances to be made on the
      Servicer Remittance Date) shall be less than the total amount that would be
      distributed to the Certificateholders pursuant to Section 4.01 on such
      Distribution Date if such amounts held for future distributions had not been
      so
      used to make Advances. The Trust Administrator will provide notice to the
      Servicer by telecopy by the close of business on the Servicer Remittance Date
      in
      the event that the amount remitted by the Servicer to the Trust Administrator
      on
      such date is less than the Advances required to be made by the Servicer for
      the
      related Distribution Date.

     

    (c)  The
      obligation of the Servicer to make such Advances is mandatory, notwithstanding
      any other provision of this Agreement but subject to (d) below, and, with
      respect to any Mortgage Loan or REO Property, shall continue until a Final
      Recovery Determination in connection therewith or the removal thereof from
      the
      Trust Fund pursuant to any applicable provision of this Agreement, except as
      otherwise provided in this Section.

     

    (d)  Notwithstanding
      anything herein to the contrary, no Advance or Servicing Advance shall be
      required to be made hereunder by the Servicer if such Advance or Servicing
      Advance would, if made, constitute a Nonrecoverable Advance or Nonrecoverable
      Servicing Advance, respectively. The determination by the Servicer that it
      has
      made a Nonrecoverable Advance or a Nonrecoverable Servicing Advance or that
      any
      proposed Advance or Servicing Advance, if made, would constitute a
      Nonrecoverable Advance or Nonrecoverable Servicing Advance, respectively, shall
      be evidenced by a certification of a Servicing Officer delivered to the Trust
      Administrator (whereupon, upon receipt of such certification, the Trust
      Administrator shall forward a copy of such certification to the Depositor,
      the
      Trustee and the Credit Risk Manager). Notwithstanding the foregoing, if
      following the application of Liquidation Proceeds on any Mortgage Loan that
      was
      the subject of a Final Recovery Determination, any Servicing Advance with
      respect to such Mortgage Loan shall remain unreimbursed to the Servicer, then
      without limiting the provisions of Section 3.11(a), a certification of a
      Servicing Officer regarding such Nonrecoverable Servicing Advance shall not
      be
      required to be delivered by the Servicer to the Trust Administrator.


     

    (e)  In
      the
      event the Servicer fails to make any Advance required to be made by it pursuant
      to this Section 4.03 and such failure is not remedied within the applicable
      cure
      period pursuant to Section 7.01(a), then, pursuant to Section 7.01(a), the
      Servicer will be terminated, and, in accordance with Sections 7.01(a) and 7.02,
      the Master Servicer or (if the Master Servicer is the Servicer) the Trustee
      (in
      its respective capacity as successor servicer) or another successor servicer
      shall be required to make such Advance on the Distribution Date with respect
      to
      which the Servicer was required to make such Advance, subject to the Master
      Servicer’s or the Trustee’s (or other successor servicer’s) determination of
      recoverability. The Master Servicer or the Trustee, as applicable (or other
      successor servicer) shall not be required to make any Advance to cover any
      Relief Act Interest Shortfall on any Mortgage Loan. If the Master Servicer
      or
      the Trustee, as applicable (or other successor servicer) is required to make
      any
      Advances, such advances may be made by it in the manner set forth under (b)
      above.

     

    
      	SECTION
              4.04.  	
              Allocation
                of Realized Losses.

            


    

     

    (a)  Prior
      to
      each Distribution Date, the Servicer shall determine as to each Mortgage Loan
      and REO Property: (i) the total amount of Realized Losses, if any, incurred
      in
      connection with any Final Recovery Determinations made during the related
      Prepayment Period; (ii) whether and the extent to which such Realized Losses
      constituted Bankruptcy Losses; and (iii) the respective portions of such
      Realized Losses allocable to interest and allocable to principal. Prior to
      each
      Distribution Date, the Servicer shall also determine as to each Mortgage Loan:
      (A) the total amount of Realized Losses, if any, incurred in connection with
      any
      Deficient Valuations made during the related Prepayment Period; and (B) the
      total amount of Realized Losses, if any, incurred in connection with Debt
      Service Reductions in respect of Monthly Payments due during the related Due
      Period. The information described in the two preceding sentences that is to
      be
      supplied by the Servicer shall be either included in the related Remittance
      Report or evidenced by an Officers’ Certificate delivered to the Trust
      Administrator by the Servicer prior to the Determination Date immediately
      following the end of (x) in the case of Bankruptcy Losses allocable to interest,
      the Due Period during which any such Realized Loss was incurred, and (y) in
      the
      case of all other Realized Losses, the Prepayment Period during which any such
      Realized Loss was incurred.

     

    (b)  All
      Realized Losses on the Mortgage Loans shall be allocated by the Trust
      Administrator on each Distribution Date as follows: first, to Net Monthly Excess
      Cashflow; second, to the Class CE Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero; third, to the Class M-11 Certificates,
      until the Certificate Principal Balance thereof has been reduced to zero;
      fourth, to the Class M-10 Certificates, until the Certificate Principal Balance
      thereof has been reduced to zero; fifth, to the Class M-9 Certificates, until
      the Certificate Principal Balance thereof has been reduced to zero; sixth,
      to
      the Class M-8 Certificates, until the Certificate Principal Balance thereof
      has
      been reduced to zero; seventh, to the Class M-7 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; eighth, to
      the
      Class M-6 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; ninth, to the Class M-5 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; tenth, to the Class M-4
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; eleventh, to the Class M-3 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; twelfth, to the Class M-2
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; and thirteenth, to the Class M-1 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero. All Realized Losses to
      be
      allocated to the Certificate Principal Balances of all Classes on any
      Distribution Date shall be so allocated after the actual distributions to be
      made on such date as provided above. All references above to the Certificate
      Principal Balance of any Class of Certificates shall be to the Certificate
      Principal Balance of such Class immediately prior to the relevant Distribution
      Date, before reduction thereof by any Realized Losses, in each case to be
      allocated to such Class of Certificates, on such Distribution Date.

     

    Any
      allocation of Realized Losses to a Mezzanine Certificate on any Distribution
      Date shall be made by reducing the Certificate Principal Balance thereof by
      the
      amount so allocated; any allocation of Realized Losses to a Class CE Certificate
      shall be made by reducing the amount otherwise payable in respect thereof
      pursuant to Section 4.01(a)(5)(iv). No allocations of any Realized Losses
      shall be made to the Certificate Principal Balances of the Class A Certificates
      or the Class P Certificates.

     

    As
      used
      herein, an allocation of a Realized Loss on a “pro
      rata
      basis”
among two or more specified Classes of Certificates means an allocation on
      a
pro
      rata
      basis,
      among the various Classes so specified, to each such Class of Certificates
      on
      the basis of their then outstanding Certificate Principal Balances prior to
      giving effect to distributions to be made on such Distribution Date. All
      Realized Losses and all other losses allocated to a Class of Certificates
      hereunder will be allocated among the Certificates of such Class in proportion
      to the Percentage Interests evidenced thereby.

     

    (c)  With
      respect to the REMIC I Regular Interests, all Realized Losses on the Mortgage
      Loans shall be allocated shall be allocated by the Trust Administrator on each
      Distribution Date first to the REMIC I Regular Interest I, then to REMIC I
      Regular Interest I-1-A through REMIC I Regular Interest I-45-B, starting with
      the lowest numerical denomination until such REMIC I Regular Interest has been
      reduced to zero, provided that, for REMIC I Regular Interests with the same
      numerical denomination, such Realized Losses shall be allocated pro rata between
      such REMIC I Regular Interests.

     

    (d)  With
      respect to the REMIC II Regular Interests, all Realized Losses on the Mortgage
      Loans shall be allocated by the Trust Administrator on each Distribution Date
      to
      the following REMIC II Regular Interests in the specified percentages, as
      follows: first, to Uncertificated Interest payable to the REMIC II Regular
      Interest II-LTAA and REMIC II Regular Interest II-LTZZ up to an aggregate amount
      equal to the REMIC II Interest Loss Allocation Amount, 98% and 2%, respectively;
      second, to the Uncertificated Balances of the REMIC II Regular Interest II-LTAA
      and REMIC II Regular Interest II-LTZZ up to an aggregate amount equal to the
      REMIC II Principal Loss Allocation Amount, 98% and 2%, respectively; third,
      to
      the Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II
      Regular Interest II-LTM11 and REMIC II Regular Interest II-LTZZ, 98%, 1% and
      1%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      II-LTM11 has been reduced to zero; fourth, to the Uncertificated Balances of
      REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM10 and REMIC
      II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Balance of REMIC II Regular Interest II-LTM10 has been reduced
      to
      zero; fifth, to the Uncertificated Balances of REMIC II Regular Interest
      II-LTAA, REMIC II Regular Interest II-LTM9 and REMIC II Regular Interest
      II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of
      REMIC
      II Regular Interest II-LTM9 has been reduced to zero; sixth, to the
      Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular
      Interest II-LTM8 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      II-LTM8 has been reduced to zero; seventh, to the Uncertificated Balances of
      REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM7 and REMIC
      II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Balance of REMIC II Regular Interest II-LTM7 has been reduced
      to
      zero; eighth, to the Uncertificated Balances of REMIC II Regular Interest
      II-LTAA, REMIC II Regular Interest II-LTM6 and REMIC II Regular Interest
      II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of
      REMIC
      II Regular Interest II-LTM6 has been reduced to zero; ninth, to the
      Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular
      Interest II-LTM5 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      II-LTM5 has been reduced to zero; tenth, to the Uncertificated Balances of
      REMIC
      II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM4 and REMIC II
      Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
      Balance of REMIC II Regular Interest II-LTM4 has been reduced to zero; eleventh,
      to the Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC
      II
      Regular Interest II-LTM3 and REMIC II Regular Interest II-LTZZ, 98%, 1% and
      1%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      II-LTM3 has been reduced to zero; twelfth, to the Uncertificated Balances of
      REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM2 and REMIC
      II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Balance of REMIC II Regular Interest II-LTM2 has been reduced
      to
      zero; and thirteenth, to the Uncertificated Balances of REMIC II Regular
      Interest II-LTAA, REMIC II Regular Interest II-LTM1 and REMIC II Regular
      Interest II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
      of REMIC II Regular Interest II-LTM1 has been reduced to zero.

     

    
      	SECTION
              4.05.  	
              Compliance
                with Withholding Requirements.

            


    

     

    Notwithstanding
      any other provision of this Agreement, the Trust Administrator shall comply
      with
      all federal withholding requirements respecting payments to Certificateholders
      of interest or original issue discount that the Trust Administrator reasonably
      believes are applicable under the Code. The consent of Certificateholders shall
      not be required for such withholding. In the event the Trust Administrator
      does
      withhold any amount from interest or original issue discount payments or
      advances thereof to any Certificateholder pursuant to federal withholding
      requirements, the Trust Administrator shall indicate the amount withheld to
      such
      Certificateholders.

     

    
      	SECTION
              4.06.  	
              Exchange
                Commission Filings; Additional
                Information.

            


    

     

    (a)  (i)
      Within 15 days after each Distribution Date (subject to permitted extensions
      under the Exchange Act), the Trust Administrator shall, in accordance with
      industry standards, prepare and file with the Commission via the Electronic
      Data
      Gathering and Retrieval System (“EDGAR”), a distribution report on Form 10-D,
      signed by the Master Servicer, with a copy of the monthly statement to be
      furnished by the Trust Administrator to the Certificateholders for such
      Distribution Date attached hereto. Any disclosure in addition to the monthly
      statement that is required to be included on Form 10-D (“Additional Form 10-D
      Disclosure”) shall, pursuant to the paragraph immediately below, be reported by
      the parties set forth on Exhibit P and directed and approved by the Depositor,
      and the Trust Administrator will have no duty or liability for any failure
      hereunder to determine or prepare any Additional Form 10-D Disclosure, absent
      such reporting, direction and approval.

     

    (ii) For
      so
      long as the Trust is subject to the reporting requirements of the Exchange
      Act,
      within 5 calendar days after the related Distribution Date, (i) the parties
      set
      forth in Exhibit P shall be required to provide, pursuant to Section 4.06(a)(v)
      below, to the Trust Administrator (by email at cts.sec.notifications@wellsfargo.com
      and by
      facsimile at 410-715-2380) and the Depositor, to the extent known, in
      EDGAR-compatible format, or in such other format as otherwise agreed upon by
      the
      Trust Administrator, the Depositor and such party, the form and substance of
      any
      Additional Form 10-D Disclosure, if applicable, (ii) include with such
      Additional Form 10-D Disclosure an Additional Disclosure Notification in the
      form attached hereto as Exhibit Q and (iii) the Depositor will approve, as
      to
      form and substance, or disapprove, as the case may be, the inclusion of the
      Additional Form 10-D Disclosure on Form 10-D. The Depositor will be responsible
      for any reasonable fees and expenses assessed or incurred by the Trust
      Administrator in connection with including any Additional Form 10-D Disclosure
      on Form 10-D pursuant to this Section.

     

    After
      preparing the Form 10-D, the Trust Administrator shall forward electronically
      a
      draft copy of the Form 10-D to the Master Servicer and to the Depositor for
      review, only to the extent that the Form 10-D contains Additional Form 10-D
      Disclosure. No later than 2 Business Days prior to the 15th
      calendar
      day after the related Distribution Date, a duly authorized officer of the Master
      Servicer shall sign the Form 10-D and return an electronic or fax copy of such
      signed Form 10-D (with an original executed hard copy to follow by overnight
      mail) to the Trust Administrator. If a Form 10-D cannot be filed on time or
      if a
      previously filed Form 10-D needs to be amended, the Trust Administrator will
      follow the procedures set forth in Section 4.06(a)(vi). Promptly (but no later
      than 1 Business Day) after filing with the Commission, the Trust Administrator
      will make available on its internet website a final executed copy of each Form
      10-D. The parties to this Agreement acknowledge that the performance by the
      Trust Administrator of its duties under Sections 4.06(a)(i), (ii) and (v)
      related to the timely preparation and filing of Form 10-D is contingent upon
      such parties strictly observing all applicable deadlines in the performance
      of
      their duties under such Sections. The Trust Administrator shall have no
      liability for any loss, expense, damage or claim arising out of or with respect
      to any failure to properly prepare and/or timely file such Form 10-D and Form
      10-K, where such failure results from the Trust Administrator’s inability or
      failure to receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 10-D, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    (iii) Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable Event”), and if requested by the
      Depositor, and to the extent it receives the Form 8-K Disclosure Information
      described below, the Trust Administrator shall prepare and file on behalf of
      the
      Trust a Form 8-K, as required by the Exchange Act, provided that the Depositor
      shall file the initial Form 8-K in connection with the issuance of the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
      Information”) shall, pursuant to the paragraph immediately below, be reported by
      the parties set forth on Exhibit P and directed and approved by the Depositor,
      and the Trust Administrator will have no duty or liability for any failure
      hereunder to determine or prepare any Form 8-K Disclosure Information absent
      such reporting, direction and approval.

     

    For
      so
      long as the Trust is subject to the Exchange Act reporting requirements, no
      later than 12:00 noon Eastern Standard Time on the 2nd
      Business
      Day after the occurrence of a Reportable Event (i) the parties set forth in
      Exhibit P shall be required pursuant to Section 4.06(a)(v) below to provide
      to
      the Trust Administrator and the Depositor, to the extent known, in
      EDGAR-compatible format, or in such other format as otherwise agreed upon by
      the
      Trust Administrator, the Depositor and such party, the form and substance of
      any
      Form 8-K Disclosure Information, if applicable, (ii) include with such Form
      8-K
      Disclosure an Additional Disclosure Notification in the form attached hereto
      as
      Exhibit Q and (iii) the Depositor will approve, as to form and substance, or
      disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
      Information on Form 8-K. The Depositor will be responsible for any reasonable
      fees and expenses assessed or incurred by the Trust Administrator in connection
      with including any Form 8-K Disclosure Information on Form 8-K pursuant to
      this
      Section.

     

    After
      preparing the Form 8-K, the Trust Administrator shall forward electronically
      a
      draft copy of the Form 8-K to the Depositor and the Master Servicer for review.
      No later than 12:00 noon Eastern Standard time on the 4th
      Business
      Day after the Reportable Event, a duly authorized officer of the Master Servicer
      shall sign the Form 8-K and return an electronic or fax copy of such signed
      Form
      8-K (with an original executed hard copy to follow by overnight mail) to the
      Trust Administrator. If a Form 8-K cannot be filed on time or if a previously
      filed Form 8-K needs to be amended, the Trust Administrator will follow the
      procedures set forth in Section 4.06(a)(vi). Promptly (but no later than 1
      Business Day) after filing with the Commission, the Trust Administrator will
      make available on its internet website a final executed copy of each Form 8-K.
      The parties to this Agreement acknowledge that the performance by the Trust
      Administrator of its duties under this Section 4.06(a)(iii) related to the
      timely preparation and filing of Form 8-K is contingent upon such parties
      strictly observing all applicable deadlines in the performance of their duties
      under this Section 4.06(a)(iii). The Trust Administrator shall have no liability
      for any loss, expense, damage or claim arising out of or with respect to any
      failure to properly prepare and/or timely file such Form 8-K, where such failure
      results from the Trust Administrator’s inability or failure to receive, on a
      timely basis, any information from any other party hereto needed to prepare,
      arrange for execution or file such Form 8-K, not resulting from its own
      negligence, bad faith or willful misconduct.

     

    (iv) (A)
      On or
      prior to 90 days after the end of each fiscal year of the Trust or such earlier
      date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it
      being understood that the fiscal year for the Trust ends on December
      31st
      of each
      year), commencing in March 2007, the Trust Administrator shall prepare and
      file
      on behalf of the Trust a Form 10-K, in form and substance as required by the
      Exchange Act. Each such Form 10-K shall include the following items, in each
      case to the extent they have been delivered to the Trust Administrator within
      the applicable time frames set forth in this Agreement, (i) an annual compliance
      statement for the Servicer, the Master Servicer, the Trust Administrator and
      any
      Sub-Servicer, subcontractor or other Person engaged by it and satisfying any
      of
      the criteria set forth in Item 1108(a)(i)-(iii) of Regulation AB, as described
      under Section 3.20, (ii)(A) the annual reports on assessment of compliance
      with
      Servicing Criteria for the Servicer, the Master Servicer, the Trust
      Administrator and each Sub-Servicer, subcontractor or other Person determined
      to
      be “participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, as described under Section 3.21, and (B) if the Servicer, the
      Master Servicer, the Trust Administrator, any Sub-Servicer, any such
      subcontractor or any such other Person, in its report on assessment of
      compliance with the Relevant Servicing Criteria described under Section 3.21,
      identifies any material instance of noncompliance, disclosure identifying such
      instance of noncompliance, or if any such party’s report on assessment of
      compliance with Servicing Criteria described under Section 3.21 is not included
      as an exhibit to such Form 10-K, disclosure that such report is not included
      and
      an explanation why such report is not included, (iii)(A) the registered public
      accounting firm attestation report for the Servicer, the Master Servicer, the
      Trust Administrator, any Sub-Servicer, subcontractor or other Person determined
      to be “participating in the servicing function” within the meaning of Item 1122
      of Regulation AB, as described under Section 3.21, and (B) if any registered
      public accounting firm attestation report described under Section 3.21
      identifies any material instance of noncompliance, disclosure identifying such
      instance of noncompliance, or if any such registered public accounting firm
      attestation report is not included as an exhibit to such Form 10-K, disclosure
      that such report is not included and an explanation why such report is not
      included, and (iv) a Sarbanes-Oxley Certification (“Sarbanes-Oxley
      Certification”) as described below. Any disclosure or information in addition to
      (i) through (iv) above that is required to be included on Form 10-K (“Additional
      Form 10-K Disclosure”) shall, pursuant to the paragraph immediately below, be
      reported by the parties set forth on Exhibit P and directed and approved by
      the
      Depositor, and the Trust Administrator will have no duty or liability for any
      failure hereunder to determine or prepare any Additional Form 10-K Disclosure
      absent such reporting, direction and approval.

     

    No
      later
      than March 1st
      (with a
      10 calendar day cure period) of each year that the Trust is subject to the
      Exchange Act reporting requirements, commencing in 2007, (i) the parties set
      forth in Exhibit P shall be required to provide pursuant to Section 4.06(a)(v)
      below to the Trust Administrator (by email at cts.sec.notifications@wellsfargo.com
      and by
      facsimile at 410-715-2380) and the Depositor, to the extent known, in
      EDGAR-compatible format, or in such other format as otherwise agreed upon by
      the
      Trust Administrator, the Depositor and such party, the form and substance of
      any
      Additional Form 10-K Disclosure, if applicable, (ii) include with such
      Additional Form 10-K Disclosure, an Additional Disclosure Notification in the
      form attached hereto as Exhibit Q and (iii) the Depositor will approve, as
      to
      form and substance, or disapprove, as the case may be, the inclusion of the
      Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible
      for any reasonable fees and expenses assessed or incurred by the Trust
      Administrator in connection with including any Additional Form 10-K Disclosure
      on Form 10-K pursuant to this Section.

     

    After
      preparing the Form 10-K, the Trust Administrator shall forward electronically
      a
      draft copy of the Form 10-K to the Master Servicer and the Depositor for review,
      only to the extent that the Form 10-K contains Additional Form 10-K Disclosure.
      No later than the end of business New York City time on the 4th
      Business
      Day prior to the 10-K Filing Deadline, a duly authorized officer of the Master
      Servicer shall sign the Form 10-K and return an electronic or fax copy of such
      signed Form 10-K (with an original executed hard copy to follow by overnight
      mail) to the Trust Administrator. If a Form 10-K cannot be filed on time or
      if a
      previously filed Form 10-K needs to be amended, the Trust Administrator will
      follow the procedures set forth in Section 4.06(a)(vi). Promptly (but no later
      than 1 Business Day) after filing with the Commission, the Trust Administrator
      will make available on its internet website a final executed copy of each Form
      10-K. The parties to this Agreement acknowledge that the performance by the
      Trust Administrator of its duties under Section 4.06(a)(iv) and Section 4.06(a)
      (v) related to the timely preparation and filing of Form 10-K is contingent
      upon
      such parties strictly observing all applicable deadlines in the performance
      of
      their duties under such Sections, Section 3.20 and Section 3.21. The Trust
      Administrator shall have no liability for any loss, expense, damage or claim
      arising out of or with respect to any failure to properly prepare and/or timely
      file such Form 10-K, where such failure results from the Trust Administrator’s
      inability or failure to receive, on a timely basis, any information from any
      other party hereto needed to prepare, arrange for execution or file such Form
      10-K, not resulting from its own negligence, bad faith or willful
      misconduct.

     

    Each
      Form
      10-K shall include a certification (the “Sarbanes-Oxley Certification”), exactly
      as set forth in Exhibit J-1 attached hereto, required to be included therewith
      pursuant to the Sarbanes-Oxley Act. The Servicer shall provide to the Person
      who
      signs the Sarbanes-Oxley Certification (the “Certifying Person”), by March 10 of
      each year in which the Trust is subject to the reporting requirements of the
      Exchange Act, a certification (a “Back-Up Certification”), in the form attached
      hereto as Exhibit J-2, upon which the Certifying Person, the entity for which
      the Certifying Person acts as an officer, and such entity’s officers, directors
      and Affiliates (collectively with the Certifying Person, “Certification
      Parties”) can reasonably rely. A senior officer of the Master Servicer shall
      serve as the Certifying Person on behalf of the Trust. In the event the
      Servicer, the Master Servicer, the Trust Administrator or any Sub-Servicer,
      subcontractor or other Person determined to be “participating in the servicing
      function” within the meaning of Item 1122 of Regulation AB, as described under
      Section 3.21 is terminated or resigns pursuant to the terms of this Agreement,
      or any other applicable agreement, as the case may be, such party shall provide
      a Back-Up Certification to the Certifying Person pursuant to this Section
      4.06(a)(iv) with respect to the period of time it was subject to this Agreement
      or any other applicable agreement, as the case may be.

     

    (v) With
      respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
      or any Form 8-K Disclosure Information (collectively, the “Additional
      Disclosure”) relating to the Trust Fund, the Trust Administrator’s obligation to
      include such Additional Information in the applicable Exchange Act report is
      subject to receipt from the entity that is indicated in Exhibit P as the
      responsible party for providing that information, if other than the Trust
      Administrator, as and when required as described in Section 4.06(a)(ii) through
      (iv) above. Each of the Master Servicer, the Servicer and Depositor hereby
      agree
      to notify and to provide, to the extent known, to the Trust Administrator and
      the Depositor, all Additional Disclosure relating to the Trust Fund, with
      respect to which such party is the responsible party for providing that
      information, as indicated in Exhibit P hereof. The Swap Provider will be
      obligated pursuant to the Swap Agreement to provide to the Trust Administrator
      any information that may be required to be included in any Form 10-D, Form
      8-K
      or Form 10-K. The Servicer shall be responsible for determining the pool
      concentration applicable to any Sub-Servicer or originator at any time, for
      purposes of disclosure as required by Items 1108 and 1110 of Regulation
      AB.

     

    (vi) On
      or
      prior to January 30 of the first year in which the Trust Administrator is able
      to do so under applicable law, the Trust Administrator shall prepare and file
      a
      Form 15 Suspension Notification relating to the automatic suspension of
      reporting in respect of the Trust under the Exchange Act. 

     

    In
      the
      event that the Trust Administrator is unable to timely file with the Commission
      all or any required portion of any Form 8-K, Form 10-D or Form 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or was delivered to it after the delivery deadlines set
      forth in this Agreement or for any other reason, the Trust Administrator will
      promptly notify the Depositor and the Master Servicer. In the case of Form
      10-D
      and Form 10-K, the Depositor and the Master Servicer will cooperate to prepare
      and file a Form 12b-25 and a Form 10-D/A and Form 10-K/A as applicable, pursuant
      to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Trust
      Administrator will, upon receipt of all required Form 8-K Disclosure Information
      and upon the approval and direction of the Depositor, include such disclosure
      information on the next succeeding Form 10-D. In the event that any previously
      filed Form 8-K, Form 10-D or Form 10-K needs to be amended, the Trust
      Administrator will notify the Depositor and the Master Servicer and such parties
      will cooperate to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A;
      provided, the Trust Administrator will only be required to notify the Depositor
      of any amendment to any Form 10-D and 10K where such amendment contains
      Additional Disclosure. Any Form 15, Form 12b-25 or any amendment to Form 8-K
      or
      Form 10-D shall be signed by a duly authorized officer of the Master Servicer.
      The Depositor and the Master Servicer acknowledge that the performance by the
      Trust Administrator of its duties under this Section 4.06(a)(vi) related to
      the
      timely preparation and filing of Form 15, a Form 12b-25 or any amendment to
      Form
      8-K, Form 10-D or Form 10-K is contingent upon the Master Servicer and the
      Depositor performing their duties under this Section. The Trust Administrator
      shall have no liability for any loss, expense, damage or claim arising out
      of or
      with respect to any failure to properly prepare and/or timely file any such
      Form
      15, Form 12b-25 or any amendments to Form 8-K, Form 10-D or Form 10-K, where
      such failure results from the Trust Administrator’s inability or failure to
      receive, on a timely basis, any information from any other party hereto needed
      to prepare, arrange for execution or file such Form 15, Form 12b-25 or any
      amendments to Form 8-K, Form 10-D or Form 10-K, not resulting from its own
      negligence, bad faith or willful misconduct.

     

    The
      Depositor agrees to promptly furnish to the Trust Administrator, from time
      to
      time upon request, such further information, reports and financial statements
      within its control related to this Agreement and the Mortgage Loans as the
      Trust
      Administrator reasonably deems appropriate to prepare and file all necessary
      reports with the Commission. The Trust Administrator shall have no
      responsibility to file any items other than those specified in this Section
      4.06; provided, however, the Trust Administrator will cooperate with the
      Depositor in connection with any additional filings with respect to the Trust
      Fund as the Depositor deems necessary under the Exchange Act. Fees and expenses
      incurred by the Trust Administrator in connection with this Section 4.06 shall
      not be reimbursable from the Trust Fund.

     

    (b)  (A)
      The
      Trust Administrator shall indemnify and hold harmless the Depositor and its
      officers, directors and affiliates from and against any losses, damages,
      penalties, fines, forfeitures, reasonable and necessary legal fees and related
      costs, judgments and other costs and expenses arising out of or based upon
      (i) a
      breach of the Trust Administrator’s obligations under this Section 4.06 or the
      Trust Administrator’s negligence, bad faith or willful misconduct in connection
      therewith or (ii) any material misstatement or omission in the Annual Statement
      of Compliance and the Assessment of Compliance delivered by the Trust
      Administrator pursuant to Section 3.20 and Section 3.21.

     

    (B) The
      Depositor shall indemnify and hold harmless the Trust Administrator and the
      Master Servicer and their respective officers, directors and affiliates from
      and
      against any losses, damages, penalties, fines, forfeitures, reasonable and
      necessary legal fees and related costs, judgments and other costs and expenses
      arising out of or based upon a breach of the obligations of the Depositor under
      this Section 4.06 or the Depositor’s negligence, bad faith or willful misconduct
      in connection therewith.

     

    (C) The
      Master Servicer shall indemnify and hold harmless the Trust Administrator and
      the Depositor and their respective officers, directors and affiliates from
      and
      against any losses, damages, penalties, fines, forfeitures, reasonable and
      necessary legal fees and related costs, judgments and other costs and expenses
      arising out of or based upon (i) a breach of the obligations of the Master
      Servicer under this Section 4.06 or the Master Servicer’s negligence, bad faith
      or willful misconduct in connection therewith or (ii) any material misstatement
      or omission in the Statement as to Compliance delivered by the Master Servicer
      pursuant to Section 3.20 or the Assessment of Compliance delivered by the Master
      Servicer pursuant to Section 3.21.

     

    (D) The
      Servicer shall indemnify and hold harmless the Master Servicer, Trust
      Administrator and the Depositor and their respective officers, directors and
      affiliates from and against any losses, damages, penalties, fines, forfeitures,
      reasonable and necessary legal fees and related costs, judgments and other
      costs
      and expenses arising out of or based upon (i) a breach of the obligations of
      the
      Servicer under this Section 4.06 and (ii) any
      material misstatement or omission in the Annual Statement of Compliance
      delivered by the Servicer pursuant to Section 3.20 or the Assessment of
      Compliance delivered by the Servicer pursuant to Section 3.21.

     

    (E) If
      the
      indemnification provided for herein is unavailable or insufficient to hold
      harmless the Depositor, the Master Servicer or the Trust Administrator, as
      applicable, then the defaulting party, in connection with a breach of its
      respective obligations under this Section 4.06 or its respective negligence,
      bad
      faith or willful misconduct in connection therewith, agrees that it shall
      contribute to the amount paid or payable by the other parties as a result of
      the
      losses, claims, damages or liabilities of the other party in such proportion
      as
      is appropriate to reflect the relative fault and the relative benefit of the
      respective parties.

     

    (c)  Nothing
      shall be construed from the foregoing subsections (a) and (b) to require the
      Trust Administrator or any officer, director or Affiliate thereof to sign any
      Form 10-K or any certification contained therein. Furthermore, the inability
      of
      the Trust Administrator to file a Form 10-K as a result of the lack of required
      information as set forth in Section 4.06(a) or required signatures on such
      Form
      10-K or any certification contained therein shall not be regarded as a breach
      by
      the Trust Administrator of any obligation under this Agreement.

     

    (d)  Notwithstanding
      the provisions of Section 11.01, this Section 4.06 may be amended without the
      consent of the Certificateholders.

     

    
      	SECTION
              4.07.  	
              Net
                WAC Rate Carryover Reserve Account.

            


    

     

    No
      later
      than the Closing Date, the Trust Administrator shall establish and maintain
      with
      itself a separate, segregated trust account titled, “Wells Fargo Bank, N.A. as
      Trust Administrator, in trust for the registered holders of MASTR Asset Backed
      Securities Trust 2006-NC1, Mortgage Pass-Through Certificates, Series
      2006-NC1—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the
      Net WAC Rate Carryover Reserve Account shall be distributed to the Holders
      of
      the Class A Certificates and/or the Mezzanine Certificates in the manner set
      forth in Section 4.01.

     

    On
      each
      Distribution Date as to which there is a Net WAC Rate Carryover Amount payable
      to the Class A Certificates and/or the Mezzanine Certificates, the Trust
      Administrator has been directed by the Class CE Certificateholders to, and
      therefore will, deposit into the Net WAC Rate Carryover Reserve Account the
      amounts described in Section 4.01(e)(v), rather than distributing such
      amounts to the Class CE Certificateholders. On each such Distribution Date,
      the
      Trust Administrator shall hold all such amounts for the benefit of the Holders
      of the Class A Certificates and the Mezzanine Certificates, and will distribute
      such amounts to the Holders of the Class A Certificates and/or the Mezzanine
      Certificates in the amounts and priorities set forth in
      Section 4.01(a).

     

    It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be
      disregarded as an entity separate from the Holder of the Class CE Certificates
      unless and until the date when either (a) there is more than one Class CE
      Certificateholder or (b) any Class of Certificates in addition to the Class
      CE
      Certificates is recharacterized as an equity interest in the Net WAC Rate
      Carryover Reserve Account for federal income tax purposes, in which case it
      is
      the intention of the parties hereto that, for federal and state income and
      state
      and local franchise tax purposes, the Supplemental Interest Trust be treated
      as
      a grantor trust. All
      amounts deposited into the Net WAC Rate Carryover Reserve Account shall be
      treated as amounts distributed by REMIC III to the Holder of the Class CE
      Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net
      WAC
      Rate Carryover Reserve Account will be an “outside reserve fund” within the
      meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of
      the
      Trust, or the payment in full of the Class A and the Mezzanine Certificates,
      all
      amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account
      will
      be released by the Trust and distributed to the Seller or its designee. The
      Net
      WAC Rate Carryover Reserve Account will be part of the Trust but not part of
      any
      REMIC and any payments to the Holders of the Class A and the Mezzanine
      Certificates of Net WAC Rate Carryover Amounts will not be payments with respect
      to a “regular interest” in a REMIC within the meaning of Code Section
      860(G)(a)(1).

     

    By
      accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees
      to direct the Trust Administrator, and the Trust Administrator hereby is
      directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts
      described above on each Distribution Date as to which there is any Net WAC
      Rate
      Carryover Amount rather than distributing such amounts to the Class CE
      Certificateholders. By accepting a Class CE Certificate, each Class CE
      Certificateholder further agrees that such direction is given for good and
      valuable consideration, the receipt and sufficiency of which is acknowledged
      by
      such acceptance.

     

    Amounts
      on deposit in the Net WAC Rate Carryover Reserve Account shall remain
      uninvested.

     

    
      	SECTION
              4.08.  	
              Swap
                Account.

            


    

     

    (a)  On
      the
      Closing Date, there is hereby established a separate trust (the “Supplemental
      Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate
      Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental
      Interest Trust shall be maintained by the Supplemental
      Interest Trust Trustee.
      No
      later than the Closing Date, the Supplemental Interest Trust Trustee shall
      establish and maintain with itself a separate, segregated trust account titled,
      “Wells Fargo Bank, N.A. as Supplemental Interest Trust Trustee, in trust for
      the
      registered holders of MASTR Asset Backed Securities Trust 2006-NC1, Mortgage
      Pass-Through Certificates, Series 2006-NC1—Swap Account.” Such account shall be
      an Eligible Account and funds on deposit therein shall be held separate and
      apart from, and shall not be commingled with, any other moneys, including,
      without limitation, other moneys of the Supplemental Interest Trust Trustee
      held
      pursuant to this Agreement. Amounts therein shall be held
      uninvested.

     

    (b)  On
      each
      Distribution Date, prior to any distribution to any Certificate, the
      Supplemental Interest Trust Trustee shall deposit into the Swap Account: (i)
      the
      amount of any Net Swap Payment or Swap Termination Payment (other than any
      Swap
      Termination Payment resulting from a Swap Provider Trigger Event) owed to the
      Swap Provider (after taking into account any upfront payment received from
      the
      counterparty to a replacement interest rate swap agreement) from funds collected
      and received with respect to the Mortgage Loans prior to the determination
      of
      Available Funds and (ii) amounts received by the Supplemental Interest Trust
      Trustee from the Swap Provider, for distribution pursuant to the Swap
      Administration Agreement, dated as of the Closing Date (the “Swap Administration
      Agreement”), among Wells Fargo Bank, N.A., in its capacity as Supplemental
      Interest Trust Trustee, Wells Fargo Bank, N.A., in its capacity as Swap
      Administrator, Wells Fargo Bank, N.A., in its capacity as Trust Administrator
      and the Seller.

     

    (c)  It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Supplemental Interest Trust be disregarded
      as
      an entity separate from the Holder of the Class CE Certificates unless and
      until
      the date when either (a) there is more than one Class CE Certificateholder
      or
      (b) any Class of Certificates in addition to the Class CE Certificates is
      recharacterized as an equity interest in the Supplemental Interest Trust for
      federal income tax purposes, in which case it is the intention of the parties
      hereto that, for federal and state income and state and local franchise tax
      purposes, the Supplemental Interest Trust be treated as a grantor
      trust.

     

    (d)  To
      the
      extent that the Supplemental Interest Trust is determined to be a separate
      legal
      entity from the Supplemental Interest Trust Trustee, any obligation of the
      Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement
      shall
      be deemed to be an obligation of the Supplemental Interest Trust.

     

    (e)  The
      Trust
      Administrator shall treat the Holders of Certificates (other than the Class
      P,
      Class CE and Class R Certificates) as having entered into a notional principal
      contract with respect to the Holders of the Class CE Certificates. Pursuant
      to
      each such notional principal contract, all Holders of Certificates (other than
      the Class P, Class CE and Class R Certificates) shall be treated as having
      agreed to pay, on each Distribution Date, to the Holder of the Class CE
      Certificates an aggregate amount equal to the excess, if any, of (i) the amount
      payable on such Distribution Date on the REMIC III Regular Interest
      corresponding to such Class of Certificates over (ii) the amount payable on
      such
      Class of Certificates on such Distribution Date (such excess, a “Class IO
      Distribution Amount”). A Class IO Distribution Amount payable from interest
      collections shall be allocated pro
      rata
      among
      such Certificates based on the excess of (a) the amount of interest otherwise
      payable to such Certificates over (ii) the amount of interest payable to such
      Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and
      a
      Class IO Distribution Amount payable from principal collections shall be
      allocated to the most subordinate Class of Certificates with an outstanding
      principal balance to the extent of such balance. In addition, pursuant to such
      notional principal contract, the Holder of the Class CE Certificates shall
      be
      treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders
      of
      the Certificates (other than the Class CE, Class P and Class R Certificates)
      in
      accordance with the terms of this Agreement. Any payments to the Certificates
      from amounts deemed received in respect of this notional principal contract
      shall not be payments with respect to a Regular Interest in a REMIC within
      the
      meaning of Code Section 860G(a)(1). However, any payment from the Certificates
      (other than the Class CE, Class P and Class R Certificates) of a Class IO
      Distribution Amount shall be treated for tax purposes as having been received
      by
      the Holders of such Certificates in respect of their interests in REMIC III
      and
      as having been paid by such Holders to the Trust Administrator pursuant to
      the
      notional principal contract. Thus, each Certificate (other than the Class P
      and
      Class R Certificates) shall be treated as representing not only ownership of
      Regular Interests in REMIC III or REMIC IV, but also ownership of an interest
      in, and obligations with respect to, a notional principal contract.

     

    
      	SECTION
              4.09.  	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            


    

     

    For
      federal income tax purposes, each holder of a Class A or Mezzanine Certificate
      is deemed to own an undivided beneficial ownership interest in a REMIC regular
      interest and the right to receive payments from either the Net WAC Rate
      Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate
      Carryover Amount or the obligation to make payments to the Swap Account. For
      federal income tax purposes, the Trust Administrator will account for payments
      to each Class A and Mezzanine Certificates as follows: each Class A and Class
      M
      Certificate will be treated as receiving their entire payment from REMIC III
      (regardless of any Swap Termination Payment or obligation under the Interest
      Rate Swap Agreement) and subsequently paying their portion of any Swap
      Termination Payment in respect of each such Class’ obligation under the Interest
      Rate Swap Agreement. In the event that any such Class is resecuritized in a
      REMIC, the obligation under the Interest Rate Swap Agreement to pay any such
      Swap Termination Payment (or any shortfall in Swap Provider Fee), will be made
      by one or more of the REMIC Regular Interests issued by the resecuritization
      REMIC subsequent to such REMIC Regular Interest receiving its full payment
      from
      any such Class A or Mezzanine Certificate. Resecuritization of any Class A
      or
      Mezzanine Certificate in a REMIC will be permissible only if the Trust
      Administrator hereunder is the trustee in such resecuritization.

     

    The
      REMIC
      regular interest corresponding to a Class A or Mezzanine Certificate will be
      entitled to receive interest and principal payments at the times and in the
      amounts equal to those made on the certificate to which it corresponds, except
      that (i) the maximum interest rate of that REMIC regular interest will equal
      the
      Net WAC Pass-Through Rate computed for this purpose by limiting the Base
      Calculation Amount of the Interest Rate Swap Agreement to the aggregate Stated
      Principal Balance of the Mortgage Loans and (ii) any Swap Termination Payment
      will be treated as being payable solely from Net Monthly Excess Cashflow. As
      a
      result of the foregoing, the amount of distributions and taxable income on
      the
      REMIC regular interest corresponding to a Class A or Mezzanine Certificate
      may
      exceed the actual amount of distributions on the Class A or Mezzanine
      Certificate.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      V  

     

    THE
      CERTIFICATES

     

    
      	SECTION
              5.01.  	
              The
                Certificates.

            


    

     

    (a)  The
      Certificates in the aggregate will represent the entire beneficial ownership
      interest in the Mortgage Loans and all other assets included in REMIC
      I.

     

    The
      Certificates will be substantially in the forms annexed hereto as Exhibits
      A-1
      through A-20. The Certificates of each Class will be issuable in registered
      form
      only, in denominations of authorized Percentage Interests as described in the
      definition thereof. Each Certificate will share ratably in all rights of the
      related Class.

     

    Upon
      original issue, the Certificates shall be executed by the Trust Administrator
      and authenticated and delivered by the Trust Administrator to or upon the order
      of the Depositor. The Certificates shall be executed by manual or facsimile
      signature on behalf of the Trust Administrator by an authorized signatory.
      Certificates bearing the manual or facsimile signatures of individuals who
      were
      at any time the proper officers of the Trust Administrator shall bind the Trust
      Administrator notwithstanding that such individuals or any of them have ceased
      to hold such offices prior to the authentication and delivery of such
      Certificates or did not hold such offices at the date of such Certificates.
      No
      Certificate shall be entitled to any benefit under this Agreement or be valid
      for any purpose, unless there appears on such Certificate a certificate of
      authentication substantially in the form provided herein executed by the Trust
      Administrator by manual signature, and such certificate of authentication shall
      be conclusive evidence, and the only evidence, that such Certificate has been
      duly authenticated and delivered hereunder. All Certificates shall be dated
      the
      date of their authentication.

     

    (b)  The
      Class
      A Certificates and the Mezzanine Certificates shall initially be issued as
      one
      or more Certificates held by the Book-Entry Custodian or, if appointed to hold
      such Certificates as provided below, the Depository and registered in the name
      of the Depository or its nominee and, except as provided below, registration
      of
      such Certificates may not be transferred by the Trust Administrator except
      to
      another Depository that agrees to hold such Certificates for the respective
      Certificate Owners with Ownership Interests therein. The Certificate Owners
      shall hold their respective Ownership Interests in and to such Certificates
      through the book-entry facilities of the Depository and, except as provided
      below, shall not be entitled to definitive, fully registered Certificates
      (“Definitive Certificates”) in respect of such Ownership Interests. All
      transfers by Certificate Owners of their respective Ownership Interests in
      the
      Book-Entry Certificates shall be made in accordance with the procedures
      established by the Depository Participant or brokerage firm representing such
      Certificate Owner. Each Depository Participant shall only transfer the Ownership
      Interests in the Book-Entry Certificates of Certificate Owners it represents
      or
      of brokerage firms for which it acts as agent in accordance with the
      Depository’s normal procedures. The Trust Administrator is hereby initially
      appointed as the Book-Entry Custodian and hereby agrees to act as such in
      accordance herewith and in accordance with the agreement that it has with the
      Depository authorizing it to act as such. The Book-Entry Custodian may, and,
      if
      it is no longer qualified to act as such, the Book-Entry Custodian shall,
      appoint, by a written instrument delivered to the Depositor, the Master Servicer
      and the Trust Administrator, any other transfer agent (including the Depository
      or any successor Depository) to act as Book-Entry Custodian under such
      conditions as the predecessor Book-Entry Custodian and the Depository or any
      successor Depository may prescribe, provided that the predecessor Book-Entry
      Custodian shall not be relieved of any of its duties or responsibilities by
      reason of any such appointment of other than the Depository. If the Trust
      Administrator resigns or is removed in accordance with the terms hereof, the
      successor trust administrator or, if it so elects, the Depository shall
      immediately succeed to its predecessor’s duties as Book-Entry Custodian. The
      Depositor shall have the right to inspect, and to obtain copies of, any
      Certificates held as Book-Entry Certificates by the Book-Entry
      Custodian.

     

    The
      Trustee, the Trust Administrator, the Master Servicer and the Depositor may
      for
      all purposes (including the making of payments due on the Book-Entry
      Certificates) deal with the Depository as the authorized representative of
      the
      Certificate Owners with respect to the Book-Entry Certificates for the purposes
      of exercising the rights of Certificateholders hereunder. The rights of
      Certificate Owners with respect to the Book-Entry Certificates shall be limited
      to those established by law and agreements between such Certificate Owners
      and
      the Depository Participants and brokerage firms representing such Certificate
      Owners. Multiple requests and directions from, and votes of, the Depository
      as
      Holder of the Book-Entry Certificates with respect to any particular matter
      shall not be deemed inconsistent if they are made with respect to different
      Certificate Owners. The Trust Administrator may establish a reasonable record
      date in connection with solicitations of consents from or voting by
      Certificateholders and shall give notice to the Depository of such record
      date.

     

    If
      (i)(A)
      the Depositor advises the Trust Administrator in writing that the Depository
      is
      no longer willing or able to properly discharge its responsibilities as
      Depository, and (B) the Depositor is unable to locate a qualified successor
      or
      (ii) after the occurrence of a Servicer Event of Default or a Master Servicer
      Event of Termination, Certificate Owners representing in the aggregate not
      less
      than 51% of the Ownership Interests of the Book-Entry Certificates advise the
      Trust Administrator through the Depository, in writing, that the continuation
      of
      a book-entry system through the Depository is no longer in the best interests
      of
      the Certificate Owners, the Trust Administrator shall notify all Certificate
      Owners, through the Depository, of the occurrence of any such event and of
      the
      availability of Definitive Certificates to Certificate Owners requesting the
      same. Upon surrender to the Trust Administrator of the Book-Entry Certificates
      by the Book-Entry Custodian or the Depository, as applicable, accompanied by
      registration instructions from the Depository for registration of transfer,
      the
      Trust Administrator shall cause the Definitive Certificates to be issued. Such
      Definitive Certificates will be issued in minimum denominations of $25,000,
      except that any beneficial ownership that was represented by a Book-Entry
      Certificate in an amount less than $25,000 immediately prior to the issuance
      of
      a Definitive Certificate shall be issued in a minimum denomination equal to
      the
      amount represented by such Book-Entry Certificate. None of the Depositor, the
      Master Servicer, the Servicer, the Trustee or the Trust Administrator shall
      be
      liable for any delay in the delivery of such instructions and may conclusively
      rely on, and shall be protected in relying on, such instructions. Upon the
      issuance of Definitive Certificates all references herein to obligations imposed
      upon or to be performed by the Depository shall be deemed to be imposed upon
      and
      performed by the Trust Administrator, to the extent applicable with respect
      to
      such Definitive Certificates, and the Trustee and the Trust Administrator shall
      recognize the Holders of the Definitive Certificates as Certificateholders
      hereunder.

     

    
      	SECTION
              5.02.  	
              Registration
                of Transfer and Exchange of
                Certificates.

            


    

     

    (a)  The
      Trust
      Administrator shall cause to be kept at one of the offices or agencies to be
      appointed by the Trust Administrator in accordance with the provisions of
      Section 8.11, a Certificate Register for the Certificates in which, subject
      to such reasonable regulations as it may prescribe, the Trustee shall provide
      for the registration of Certificates and of transfers and exchanges of
      Certificates as herein provided.

     

    (b)  No
      transfer of any Class M-9 Certificate, Class M-10 Certificate, Class M-11
      Certificate, Class CE Certificate, Class P Certificate or Residual Certificate
      (collectively, the “Private Certificates”) shall be made unless that transfer is
      made pursuant to an effective registration statement under the Securities Act
      of
      1933, as amended (the “1933 Act”), and an effective registration or
      qualification under applicable state securities laws, or is made in a
      transaction that does not require such registration or qualification. In the
      event that such a transfer of a Private Certificate is to be made without
      registration or qualification (other than in connection with (i) the initial
      transfer of any Private Certificate by the Depositor to an Affiliate of the
      Depositor or in the case of the Class CE Certificate or Class P Certificate,
      the
      first transfer by such Affiliate of the Depositor, (ii) the transfer of any
      such
      Private Certificate to the issuer under the Indenture or the indenture trustee
      under the Indenture or (iii) a transfer of any Private Certificate from the
      issuer under the Indenture or the indenture trustee under the Indenture to
      the
      Depositor or an Affiliate of the Depositor) the Trust Administrator shall
      require receipt of: (i) if such transfer is purportedly being made in reliance
      upon Rule 144A under the 1933 Act, written certifications from the
      Certificateholder desiring to effect the transfer and from such
      Certificateholder’s prospective transferee, substantially in the forms attached
      hereto as Exhibit F-1; and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
      Depositor, the Trustee, the Trust Administrator, the Master Servicer in its
      capacity as such, the Servicer or any Sub-Servicer), together with copies of
      the
      written certification(s) of the Certificateholder desiring to effect the
      transfer and/or such Certificateholder’s prospective transferee upon which such
      Opinion of Counsel is based, if any. None of the Depositor, the Master Servicer,
      the Servicer, the Trust Administrator or the Trustee is obligated to register
      or
      qualify any such Private Certificates under the 1933 Act or any other securities
      laws or to take any action not otherwise required under this Agreement to permit
      the transfer of such Certificates without registration or qualification.


     

    If
      a
      transfer of an Ownership Interest in the Class M-9 Certificate, Class M-10
      Certificate or Class M-11 Certificates is to be made without registration under
      the 1933 Act (other than in connection with the initial transfer of any such
      Certificate by the Depositor to an affiliate of the Depositor), then the Trust
      Administrator shall refuse to register such transfer unless it receives (and
      upon receipt, may conclusively rely upon) a certificate from the
      Certificateholder desiring to effect such transfer and a certificate from such
      Certificateholder’s prospective transferee (which in the case of the Book-Entry
      Certificates, the Certificateholder and the Certificateholder’s prospective
      transferee shall be deemed to have represented such certification), to the
      effect that, among other things, the transfer is being made to a qualified
      institutional buyer as defined in Rule 144A under the Securities Act in
      accordance with Rule 144A. 

     

    Any
      Certificateholder desiring to effect the transfer of any such Certificate shall,
      and does hereby agree to, indemnify the Trustee, the Trust Administrator, the
      Depositor and the Master Servicer against any liability that may result if
      the
      transfer is not so exempt or is not made in accordance with such federal and
      state laws.

     

    (c)  No
      transfer of a Class R Certificate or Class R-X Certificate or any interest
      therein shall be made to any Plan, any Person acting, directly or indirectly,
      on
      behalf of any such Plan or any Person acquiring such Certificates with “Plan
      Assets” of a Plan within the meaning of the Department of Labor regulation
      promulgated at 29 C. F. R. § 2510.3-101 (“Plan Assets”), as certified by such
      transferee in the form of Exhibit G, unless the Trust Administrator is provided
      with an Opinion of Counsel for the benefit of the Trustee, the Trust
      Administrator, the Depositor, the Master Servicer and the Servicer and on which
      they may rely which establishes to the satisfaction of the Depositor, the
      Trustee, the Trust Administrator, the Servicer and the Master Servicer that
      the
      purchase of such Certificates is permissible under applicable law, will not
      constitute or result in any prohibited transaction under ERISA or
      Section 4975 of the Code and will not subject the Depositor, the Master
      Servicer, the Servicer, the NIMS Insurer, the Trust Administrator, the Trustee
      or the Trust Fund to any obligation or liability (including obligations or
      liabilities under ERISA or Section 4975 of the Code) in addition to those
      undertaken in this Agreement, which Opinion of Counsel shall not be an expense
      of the Depositor, the Master Servicer, the Servicer, the Trust Administrator,
      the Trustee or the Trust Fund. Neither an Opinion of Counsel nor any
      certification will be required in connection with the (i) the initial transfer
      of a Class R Certificate or Class R-X Certificate by the Depositor to an
      Affiliate of the Depositor or the first transfer by an Affiliate of the
      Depositor, (ii) the transfer of a Class R Certificate or Class R-X Certificate
      to the issuer under the Indenture or the indenture trustee under the Indenture
      or (iii) a transfer of a Class R Certificate or Class R-X Certificate from
      the
      issuer under the Indenture or the indenture trustee under the Indenture to
      the
      Depositor or an Affiliate of the Depositor (in which case, the Transferee
      thereof shall have deemed to have represented that it is not a Plan or a Person
      investing Plan Assets) and the Trust Administrator shall be entitled to
      conclusively rely upon a representation (which, upon the request of the Trust
      Administrator, shall be a written representation) from the Transferor of the
      status of such transferee as an affiliate of the Depositor.

     

    Any
      transferee of a Class A Certificate, Mezzanine Certificate, Class CE Certificate
      or Class P Certificate acquired prior to the termination of the Supplemental
      Interest Trust shall be deemed to represent that either (i) it is not a Plan
      or
      purchasing with assets of a Plan or (ii)(A) such Plan is an accredited investor
      within the meaning of the Exemption and (B) such acquisition or holding is
      eligible for the exemptive relief available under Department of Labor Prohibited
      Transaction Class Exemption (“PTE”) 84-14, PTE 91-38, PTE 90-1, PTE 95-60 or PTE
      96-23, or in the case of a Class CE Certificates or Class P Certificate, PTE
      95-60.

     

    Subsequent
      to the termination of the Supplemental Interest Trust, each beneficial owner
      of
      a Mezzanine Certificate or Class
      CE
      Certificate or Class P Certificate
      or any
      interest therein shall be deemed to have represented, by virtue of its
      acquisition or holding of that certificate or interest therein, that either
      (i)
      it is not a Plan or investing with “Plan Assets,” (ii) for Certificates other
      than the Class CE Certificates or Class P Certificates, it has acquired and
      is
      holding such Mezzanine Certificate in reliance on the Underwriter’s Exemption,
      and that it understands that there are certain conditions to the availability
      of
      the Underwriter’s Exemption, including that the Mezzanine Certificate must be
      rated, at the time of purchase not lower than “BBB-” (or its equivalent) by
      S&P, Moody’s or Fitch, and in the case of a Class M-9, Class M-10 or Class
      M-11 Certificate, and that it will represent that it is an “accredited investor”
as defined in Rule 501(a)(1) of Regulation D issued under the Securities Act
      and
      will obtain a representation from any transferee that such transferee is an
      accredited investor so long as it is required to obtain a representation
      regarding compliance with the Securities Act or (iii)(1) it is an insurance
      company, (2) the source of funds used to acquire or hold the certificate or
      interest therein is an “insurance company general account,” as such term is
      defined in PTE 95-60, and (3) the conditions in Sections I and III of PTE 95-60
      have been satisfied.

     

    If
      any
      Certificate or any interest therein is acquired or held in violation of the
      provisions of the preceding three paragraphs, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of that Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any such Certificate
      or interest therein was effected in violation of the provisions of the preceding
      two paragraphs shall indemnify and hold harmless the Depositor, the Master
      Servicer, the Servicer, the NIMS Insurer, the Trust Administrator, the Trustee
      and the Trust Fund from and against any and all liabilities, claims, costs
      or
      expenses incurred by those parties as a result of that acquisition or
      holding.

     

    (d)  (i)Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions and to have irrevocably
      authorized the Trust Administrator or its designee under clause (iii)(A) below
      to deliver payments to a Person other than such Person and to negotiate the
      terms of any mandatory sale under clause (iii)(B) below and to execute all
      instruments of Transfer and to do all other things necessary in connection
      with
      any such sale. 

     

    The
      rights of each Person acquiring any Ownership Interest in a Residual Certificate
      are expressly subject to the following provisions:

     

      (A)Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Trust
      Administrator of any change or impending change in its status as a Permitted
      Transferee.

     

      (B)In
      connection with any proposed Transfer of any Ownership Interest in a Residual
      Certificate, the Trust Administrator shall require delivery to it, and shall
      not
      register the Transfer of any Residual Certificate until its receipt of, an
      affidavit and agreement (a “Transfer Affidavit and Agreement,” in the form
      attached hereto as Exhibit F-2) from the proposed Transferee, in form and
      substance satisfactory to the Trust Administrator, representing and warranting,
      among other things, that such Transferee is a Permitted Transferee, that it
      is
      not acquiring its Ownership Interest in the Residual Certificate that is the
      subject of the proposed Transfer as a nominee, trustee or agent for any Person
      that is not a Permitted Transferee, that for so long as it retains its Ownership
      Interest in a Residual Certificate, it will endeavor to remain a Permitted
      Transferee, and that it has reviewed the provisions of this Section 5.02(d)
      and agrees to be bound by them.

     

      (C)Notwithstanding
      the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
      under clause (B) above, if a Responsible Officer of the Trust Administrator
      who
      is assigned to this transaction has actual knowledge that the proposed
      Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
      in a Residual Certificate to such proposed Transferee shall be
      effected.

     

      (D)Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (x) to require a Transfer Affidavit and Agreement in the form
      attached hereto as Exhibit F-2 from any other Person to whom such Person
      attempts to transfer its Ownership Interest in a Residual Certificate and (y)
      not to transfer its Ownership Interest unless it provides a Transferor Affidavit
      (in the form attached hereto as Exhibit F-2) to the Trust Administrator stating
      that, among other things, it has no actual knowledge that such other Person
      is
      not a Permitted Transferee.

     

      (E)Each
      Person holding or acquiring an Ownership Interest in a Residual Certificate,
      by
      purchasing an Ownership Interest in such Certificate, agrees to give the Trust
      Administrator written notice that it is a “pass-through interest holder” within
      the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A)
      immediately upon acquiring an Ownership Interest in a Residual Certificate,
      if
      it is, or is holding an Ownership Interest in a Residual Certificate on behalf
      of, a “pass-through interest holder.”

     

    (ii) The
      Trust
      Administrator will register the Transfer of any Residual Certificate only if
      it
      shall have received the Transfer Affidavit and Agreement and all of such other
      documents as shall have been reasonably required by the Trust Administrator
      as a
      condition to such registration. In addition, no Transfer of a Residual
      Certificate shall be made unless the Trust Administrator shall have received
      a
      representation letter from the Transferee of such Certificate to the effect
      that
      such Transferee is a Permitted Transferee.

     

    (iii) If
      any
      purported Transferee shall become a Holder of a Residual Certificate in
      violation of the provisions of this Section 5.02(d), then the last
      preceding Permitted Transferee shall be restored, to the extent permitted by
      law, to all rights as holder thereof retroactive to the date of registration
      of
      such Transfer of such Residual Certificate. The Trust Administrator shall be
      under no liability to any Person for any registration of Transfer of a Residual
      Certificate that is in fact not permitted by this Section 5.02(d) or for
      making any payments due on such Certificate to the holder thereof or for taking
      any other action with respect to such holder under the provisions of this
      Agreement.

     

      (A)If
      any
      purported Transferee shall become a holder of a Residual Certificate in
      violation of the restrictions in this Section 5.02(d) and to the extent
      that the retroactive restoration of the rights of the holder of such Residual
      Certificate as described in clause (iii)(A) above shall be invalid, illegal
      or
      unenforceable, then the Trust Administrator shall have the right, without notice
      to the holder or any prior holder of such Residual Certificate, to sell such
      Residual Certificate to a purchaser selected by the Trust Administrator on
      such
      terms as the Trust Administrator may choose. Such purported Transferee shall
      promptly endorse and deliver each Residual Certificate in accordance with the
      instructions of the Trust Administrator. Such purchaser may be the Trust
      Administrator itself or any Affiliate of the Trust Administrator. The proceeds
      of such sale, net of the commissions (which may include commissions payable
      to
      the Trustee or its Affiliates), expenses and taxes due, if any, will be remitted
      by the Trust Administrator to such purported Transferee. The terms and
      conditions of any sale under this clause (iii)(B) shall be determined in the
      sole discretion of the Trust Administrator, and the Trust Administrator shall
      not be liable to any Person having an Ownership Interest in a Residual
      Certificate as a result of its exercise of such discretion.

     

    (iv) The
      Trust
      Administrator shall make available to the Internal Revenue Service and those
      Persons specified by the REMIC Provisions all information necessary to compute
      any tax imposed (A) as a result of the Transfer of an Ownership Interest in
      a
      Residual Certificate to any Person who is a Disqualified Organization, including
      the information described in Treasury regulations sections 1.860D-1(b)(5) and
      1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual
      Certificate and (B) as a result of any regulated investment company, real estate
      investment trust, common Trust, partnership, trust, estate or organization
      described in Section 1381 of the Code that holds an Ownership Interest in a
      Residual Certificate having as among its record holders at any time any Person
      which is a Disqualified Organization. Reasonable compensation for providing
      such
      information may be accepted by the Trust Administrator.

     

    (v) The
      provisions of this Section 5.02(d) set forth prior to this subsection (v)
      may be modified, added to or eliminated, provided that there shall have been
      delivered to the Trust Administrator and the NIMS Insurer at the expense of
      the
      party seeking to modify, add to or eliminate any such provision the
      following:

     

      (A)written
      notification from each Rating Agency to the effect that the modification,
      addition to or elimination of such provisions will not cause such Rating Agency
      to downgrade its then-current ratings of any Class of Certificates;
      and

     

      (B)an
      Opinion of Counsel, in form and substance satisfactory to the Trust
      Administrator and the NIMS Insurer, to the effect that such modification of,
      addition to or elimination of such provisions will not cause any Trust REMIC
      to
      cease to qualify as a REMIC and will not cause any Trust REMIC to be subject
      to
      an entity-level tax caused by the Transfer of any Residual Certificate to a
      Person that is not a Permitted Transferee or a Person other than the prospective
      transferee to be subject to a REMIC-tax caused by the Transfer of a Residual
      Certificate to a Person that is not a Permitted Transferee.

     

    The
      Trust
      Administrator shall forward to the NIMS Insurer a copy of the items delivered
      to
      it pursuant to (A) and (B) above.

     

    (e)  Subject
      to the preceding subsections, upon surrender for registration of transfer of
      any
      Certificate at any office or agency of the Trust Administrator maintained for
      such purpose pursuant to Section 8.11, the Trust Administrator shall
      execute, authenticate and deliver, in the name of the designated Transferee
      or
      Transferees, one or more new Certificates of the same Class of a like aggregate
      Percentage Interest.

     

    (f)  At
      the
      option of the Holder thereof, any Certificate may be exchanged for other
      Certificates of the same Class with authorized denominations and a like
      aggregate Percentage Interest, upon surrender of such Certificate to be
      exchanged at any office or agency of the Trust Administrator maintained for
      such
      purpose pursuant to Section 8.11. Whenever any Certificates are so
      surrendered for exchange, the Trust Administrator shall execute, authenticate
      and deliver, the Certificates which the Certificateholder making the exchange
      is
      entitled to receive. Every Certificate presented or surrendered for transfer
      or
      exchange shall (if so required by the Trust Administrator) be duly endorsed
      by,
      or be accompanied by a written instrument of transfer in the form satisfactory
      to the Trust Administrator duly executed by, the Holder thereof or his attorney
      duly authorized in writing. In addition, (i) with respect to each Class R
      Certificate, the holder thereof may exchange, in the manner described above,
      such Class R Certificate for three separate certificates, each representing
      such
      holder’s respective Percentage Interest in the Class R-I Interest, the Class
      R-II Interest and the Class R-III Interest, respectively, in each case that
      was
      evidenced by the Class R Certificate being exchanged and (ii) with respect
      to
      each Class R-X Certificate, the holder thereof may exchange, in the manner
      described above, such Class R-X Certificate for three separate certificates,
      each representing such holder’s respective Percentage Interest in the Class R-IV
      Interest, the Class R-V Interest and the Class R-VI Interest, respectively,
      in
      each case that was evidenced by the Class R-X Certificate being
      exchanged.

     

    (g)  No
      service charge to the Certificateholders shall be made for any transfer or
      exchange of Certificates, but the Trust Administrator may require payment of
      a
      sum sufficient to cover any tax or governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    (h)  All
      Certificates surrendered for transfer and exchange shall be canceled and
      destroyed by the Trust Administrator in accordance with its customary
      procedures.

     

    
      	SECTION
              5.03.  	
              Mutilated,
                Destroyed, Lost or Stolen
                Certificates.

            


    

     

    If
      (i)
      any mutilated Certificate is surrendered to the Trust Administrator, or the
      Trust Administrator receives evidence to its satisfaction of the destruction,
      loss or theft of any Certificate, and (ii) there is delivered to the Trust
      Administrator, the Trustee and the NIMS Insurer such security or indemnity
      as
      may be required by it to save it harmless, then, in the absence of actual
      knowledge by the Trust Administrator that such Certificate has been acquired
      by
      a bona fide purchaser or the Trust Administrator shall execute, authenticate
      and
      deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
      or
      stolen Certificate, a new Certificate of the same Class and of like denomination
      and Percentage Interest. Upon the issuance of any new Certificate under this
      Section, the Trust Administrator may require the payment of a sum sufficient
      to
      cover any tax or other governmental charge that may be imposed in relation
      thereto and any other expenses (including the fees and expenses of the Trust
      Administrator) connected therewith. Any replacement Certificate issued pursuant
      to this Section shall constitute complete and indefeasible evidence of
      ownership in the applicable REMIC created hereunder, as if originally issued,
      whether or not the lost, stolen or destroyed Certificate shall be found at
      any
      time.

     

    
      	SECTION
              5.04.  	
              Persons
                Deemed Owners.

            


    

     

    The
      Depositor, the Master Servicer, the NIMS Insurer, the Trust Administrator,
      the
      Trustee and any agent of any of them may treat the Person in whose name any
      Certificate is registered as the owner of such Certificate for the purpose
      of
      receiving distributions pursuant to Section 4.01 and for all other purposes
      whatsoever, and none of the Depositor, the Master Servicer, the NIMS Insurer,
      the Trust Administrator, the Trustee or any agent of any of them shall be
      affected by notice to the contrary.

     

    
      	SECTION
              5.05.  	
              Certain
                Available Information.

            


    

     

    On
      or
      prior to the date of the first sale of any Private Certificate to an Independent
      third party, the Depositor shall provide to the Trust Administrator ten copies
      of any private placement memorandum or other disclosure document used by the
      Depositor in connection with the offer and sale of such Certificates. In
      addition, if any such private placement memorandum or disclosure document is
      revised, amended or supplemented at any time following the delivery thereof
      to
      the Trust Administrator, the Depositor promptly shall inform the Trust
      Administrator of such event and shall deliver to the Trust Administrator ten
      copies of the private placement memorandum or disclosure document, as revised,
      amended or supplemented. The Trust Administrator shall maintain at its Corporate
      Trust Office and shall make available free of charge during normal business
      hours for review by any Holder of a Certificate or any Person identified to
      the
      Trust Administrator as a prospective transferee of a Certificate, originals
      or
      copies of the following items: (i) in the case of a Holder or prospective
      transferee of a Private Certificate, the related private placement memorandum
      or
      other disclosure document relating to such Class of Certificates, in the form
      most recently provided to the Trust Administrator; and (ii) in all cases, (A)
      this Agreement and any amendments hereof entered into pursuant to
      Section 11.01, (B) all monthly statements required to be delivered to
      Certificateholders of the relevant Class pursuant to Section 4.02 since the
      Closing Date, and all other notices, reports, statements and written
      communications delivered to the Certificateholders of the relevant Class
      pursuant to this Agreement since the Closing Date, (C) all certifications
      delivered by a Responsible Officer of the Trust Administrator since the Closing
      Date, (D) any and all Officers’ Certificates delivered to the Trust
      Administrator by the Servicer since the Closing Date to evidence the Servicer’s
      determination that any Advance or Servicing Advance was, or if made, would
      be a
      Nonrecoverable Advance or Nonrecoverable Servicing Advance, respectively, and
      (E) any and all Officers’ Certificates delivered to the Trust Administrator by
      the Servicer since the Closing Date pursuant to Section 4.04(a). Copies and
      mailing of any and all of the foregoing items will be available from the Trust
      Administrator upon request at the expense of the Person requesting the
      same.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      VI  

     

    THE
      DEPOSITOR AND THE MASTER SERVICER

     

    
      	SECTION
              6.01.  	
              Liability
                of the Depositor, the Servicer and the Master
                Servicer.

            


    

     

    The
      Depositor, the Servicer and the Master Servicer each shall be liable in
      accordance herewith only to the extent of the obligations specifically imposed
      by this Agreement upon them in their respective capacities as Depositor,
      Servicer and Master Servicer and undertaken hereunder by the Depositor, the
      Servicer and the Master Servicer herein.

     

    
      	SECTION
              6.02.  	
              Merger
                or Consolidation of the Depositor or the Master
                Servicer.

            


    

     

    Subject
      to the following paragraph, the Depositor will keep in full effect its
      existence, rights and franchises as a corporation under the laws of the
      jurisdiction of its incorporation. Subject to the following paragraph, the
      Servicer will keep in full effect its existence, rights and franchises under
      the
      laws of the United States of America as a national banking association. Subject
      to the following paragraph, the Master Servicer will keep in full effect its
      existence, rights and franchises as a national banking association and shall
      ensure that it (or an Affiliate) maintains its qualification as an approved
      conventional seller/servicer for Fannie Mae or Freddie Mac in good standing.
      The
      Depositor, the Servicer and the Master Servicer each will obtain and preserve
      its qualification to do business as a foreign corporation in each jurisdiction
      in which such qualification is or shall be necessary to protect the validity
      and
      enforceability of this Agreement, the Certificates or any of the Mortgage Loans
      and to perform its respective duties under this Agreement.

     

    The
      Depositor, the Servicer or the Master Servicer may be merged or consolidated
      with or into any Person, or transfer all or substantially all of its assets
      to
      any Person, in which case any Person resulting from any merger or consolidation
      to which the Depositor, the Servicer or the Master Servicer shall be a party,
      or
      any Person succeeding to the business of the Depositor, the Servicer or the
      Master Servicer, shall be the successor of the Depositor or the Master Servicer,
      as the case may be, hereunder, without the execution or filing of any paper
      or
      any further act on the part of any of the parties hereto, anything herein to
      the
      contrary notwithstanding; provided, however, that the successor or surviving
      Person to the Servicer shall be qualified to service mortgage loans on behalf
      of
      Fannie Mae or Freddie Mac; and provided further that the Rating Agencies’
ratings of the Class A Certificates and the Mezzanine Certificates in effect
      immediately prior to such merger or consolidation will not be qualified, reduced
      or withdrawn as a result thereof (as evidenced by a letter to such effect from
      the Rating Agencies).

     

    
      	SECTION
              6.03.  	
              Limitation
                on Liability of the Depositor, the Servicer, the Master Servicer
                and
                Others.

            


    

     

    (a)  The
      Servicer (except the Trustee if it is required to succeed the Servicer after
      becoming Master Servicer hereunder) indemnifies and holds the NIMS Insurer,
      the
      Trustee, the Trust Administrator, the Master Servicer and the Depositor harmless
      against any and all claims, losses, penalties, fines, forfeitures, reasonable
      legal fees and related costs, judgments, and any other costs, fees and expenses
      that the NIMS Insurer, the Trustee, the Trust Administrator, the Master Servicer
      and the Depositor may sustain in any way related to the failure of the Servicer
      to perform its duties and service the Mortgage Loans in compliance with the
      terms of this Agreement. The Servicer shall immediately notify the NIMS Insurer,
      the Trustee, the Trust Administrator, the Master Servicer and the Depositor
      if a
      claim is made that may result in such claims, losses, penalties, fines,
      forfeitures, legal fees or related costs, judgments, or any other costs, fees
      and expenses, and the Servicer shall assume (with the consent of the Trust
      Administrator, the Depositor, the Master Servicer and the Trustee) the defense
      of any such claim and pay all expenses in connection therewith, including
      reasonable counsel fees, and promptly pay, discharge and satisfy any judgment
      or
      decree which may be entered against the NIMS Insurer, the Trustee, the Trust
      Administrator, the Master Servicer and/or the Depositor in respect of such
      claim. The provisions of this Section 6.03 shall survive the termination of
      this
      Agreement and the payment of the outstanding Certificates.

     

    (b)  The
      Master Servicer agrees to indemnify the Indemnified Persons for, and to hold
      them harmless against, any loss, liability or expense (including reasonable
      legal fees and disbursements of counsel) incurred on their part that may be
      sustained in connection with, arising out of, or relating to, any claim or
      legal
      action (including any pending or threatened claim or legal action) relating
      to
      this Agreement or the Certificates or the powers of attorney delivered by the
      Trustee hereunder (i) related to the Master Servicer’s failure to perform its
      duties in compliance with this Agreement (except as any such loss, liability
      or
      expense shall be otherwise reimbursable pursuant to this Agreement) or (ii)
      incurred by reason of the Master Servicer’s willful misfeasance, bad faith or
      gross negligence in the performance of duties hereunder or by reason of reckless
      disregard of obligations and duties hereunder, provided, in each case, that
      with
      respect to any such claim or legal action (or pending or threatened claim or
      legal action), the Trustee shall have given the Master Servicer and the
      Depositor written notice thereof promptly after the Trustee shall have with
      respect to such claim or legal action knowledge thereof. The Master Servicer’s
      failure to receive any such notice shall not affect any Indemnified Person’s
      right to indemnification under this Section 6.03(b), except to the extent
      the Master Servicer is materially prejudiced by such failure to give notice.
      This indemnity shall survive the resignation or removal of the Trustee, Master
      Servicer or the Trust Administrator and the termination of this Agreement.
      For
      purposes of this Section 6.03(b), “Indemnified Persons” means the Trustee,
      the NIMS Insurer and their officers, directors, agents and employees and, with
      respect to the Trustee, any separate co-trustee and its officers, directors,
      agents and employees.

     

    (c)  None
      of
      the Depositor, the NIMS Insurer, the Master Servicer, the Trust Administrator,
      the Servicer or any of the directors, officers, employees or agents of the
      Depositor, the Master Servicer, the Trust Administrator or the Servicer shall
      be
      under any liability to the Trust Fund or the Certificateholders for any action
      taken or for refraining from the taking of any action in good faith pursuant
      to
      this Agreement, or for errors in judgment; provided, however, that this
      provision shall not protect the Depositor, the Master Servicer, the Trust
      Administrator, the Servicer or any such person against any breach of warranties,
      representations or covenants made herein, or against any specific liability
      imposed on the Master Servicer or Servicer pursuant hereto, or against any
      liability which would otherwise be imposed by reason of willful misfeasance,
      bad
      faith or gross negligence in the performance of duties or by reason of reckless
      disregard of obligations and duties hereunder, in the case of the Master
      Servicer, a breach of the servicing standard set forth in Section 3A.01 or
      in
      the case of the Servicer, a breach of the servicing standard set forth in
      Section 3.01. The Depositor, the NIMS Insurer, the Master Servicer, the Trust
      Administrator and the Servicer and any director, officer, employee or agent
      of
      the Depositor, the NIMS Insurer, the
      Master Servicer, the Trust Administrator or
      the
      Servicer may rely in good faith on any document of any kind which is,
prima
      facie,
      is
      properly executed and submitted by any Person respecting any matters arising
      hereunder. The Depositor, the NIMS Insurer, the Master Servicer, the Trust
      Administrator, the Servicer and any director, officer, employee or agent of
      the
      Depositor, the NIMS Insurer, the Master Servicer, the Trust Administrator or
      the
      Servicer shall be indemnified and held harmless by the Trust Fund against any
      loss, liability or expense incurred in connection with (i) any legal action
      relating to this Agreement or the Certificates, other than any loss, liability
      or expense relating to any specific Mortgage Loan or Mortgage Loans (except
      as
      any such loss, liability or expense shall be otherwise reimbursable pursuant
      to
      this Agreement) or any loss, liability or expense incurred by reason of willful
      misfeasance, bad faith or negligence in the performance of duties hereunder
      or
      by reason of its reckless disregard of obligations and duties hereunder or
      (ii)
      any breach of a representation or warranty by the Originator, NC Capital or
      any
      other party regarding the Mortgage Loans. None of the Depositor, the NIMS
      Insurer, the Master Servicer, the Trust Administrator or the Servicer shall
      be
      under any obligation to appear in, prosecute or defend any legal action unless
      such action is related to its respective duties under this Agreement and, in
      its
      opinion, does not involve it in any expense or liability; provided, however,
      that each of the Depositor, the NIMS Insurer, the Master Servicer, the Trust
      Administrator and the Servicer may in its discretion undertake any such action
      which it may deem necessary or desirable with respect to this Agreement and
      the
      rights and duties of the parties hereto and the interests of the
      Certificateholders hereunder. In such event, unless the Depositor, the NIMS
      Insurer, the Master Servicer, the Trust Administrator or the Servicer acts
      without the consent of Holders of Certificates entitled to at least 51% of
      the
      Voting Rights in the case of legal actions initiated by the Depositor, the
      NIMS
      Insurer, the Master Servicer, the Trust Administrator or the Servicer, the
      legal
      expenses and costs of such action and any liability resulting therefrom (except
      any loss, liability or expense incurred by reason of willful misfeasance, bad
      faith or gross negligence in the performance of duties hereunder or by reason
      of
      reckless disregard of obligations and duties hereunder) shall be expenses,
      costs
      and liabilities of the Trust Fund, and the Depositor, the NIMS Insurer, the
      Master Servicer, the Trust Administrator and the Servicer shall be entitled
      to
      be reimbursed therefor from the Collection Account or Distribution Account,
      as
      applicable, as and to the extent provided in Section 3.11 or Section 3A.12,
      any
      such right of reimbursement being prior to the rights of the Certificateholders
      to receive any amount in the Collection Account or Distribution Account. The
      Master Servicer’s, the Trust Administrator’s or Servicer’s right to indemnity or
      reimbursement pursuant to this Section shall survive any termination of this
      Agreement, any resignation or termination of the Master Servicer, the Trust
      Administrator or the Servicer pursuant to Section 6.04 or 7.01 with respect
      to
      any losses, expenses, costs or liabilities arising prior to such resignation
      or
      termination (or arising from events that occurred prior to such resignation
      or
      termination).

     

    
      	SECTION
              6.04.  	
              Limitation
                on Resignation of the Servicer; Assignment of Master
                Servicing.

            


    

     

    (a)  Except
      as
      otherwise provided herein, the Servicer shall not resign from the obligations
      and duties hereby imposed on it except upon determination that its duties
      hereunder are no longer permissible under applicable law. Any such determination
      pursuant to the preceding sentence permitting the resignation of the Servicer
      shall be evidenced by an Opinion of Counsel to such effect obtained at the
      expense of the Servicer and delivered to the Trustee, the Trust Administrator,
      the Master Servicer and the NIMS Insurer. No resignation of the Servicer shall
      become effective until the Master Servicer (or if the Master Servicer is the
      Servicer, the Trustee) or a successor servicer acceptable to the NIMS Insurer
      shall have assumed the Servicer’s responsibilities, duties, liabilities (other
      than those liabilities arising prior to the appointment of such successor)
      and
      obligations under this Agreement. Any such resignation shall not relieve the
      Servicer of responsibility for any of the obligations specified in Sections
      7.01
      and 7.02 as obligations that survive the resignation or termination of the
      Servicer.

     

    Except
      as
      expressly provided herein, the Servicer shall not assign or transfer any of
      its
      rights, benefits or privileges hereunder to any other Person, or delegate to
      or
      subcontract with, or authorize or appoint any other Person to perform any of
      the
      duties, covenants or obligations to be performed by the Servicer hereunder.
      The
      foregoing prohibition on assignment shall not prohibit the Servicer from
      designating a Sub-Servicer as payee of any indemnification amount payable to
      the
      Servicer hereunder; provided, however, that as provided in Section 3.06 hereof,
      no Sub-Servicer shall be a third-party beneficiary hereunder and the parties
      hereto shall not be required to recognize any Sub-Servicer as an indemnitee
      under this Agreement. If, pursuant to any provision hereof, the duties of the
      Servicer are transferred to a successor servicer, the entire amount of the
      Servicing Fee and other compensation payable to the Servicer pursuant hereto
      shall thereafter be payable to such successor servicer.

     

    (b)  The
      Master Servicer may sell, assign or delegate its rights, duties and obligations
      as Master Servicer under this Agreement in their entirety; provided, however,
      that: (i) the purchaser or transferee accepting such sale, assignment and
      delegation (a) shall be a Person qualified to service mortgage loans for Fannie
      Mae or Freddie Mac; (b) shall have a net worth of not less than $50,000,000
      (unless otherwise approved by each Rating Agency pursuant to clause (ii) below);
      (c) shall be reasonably satisfactory to the NIMS Insurer and the Trustee (as
      evidenced in a writing signed by each of the NIMS Insurer and the Trustee);
      and
      (d) shall execute and deliver to the Trustee and the NIMS Insurer an agreement,
      in form and substance reasonably satisfactory to the Trustee and the NIMS
      Insurer, which contains an assumption by such Person of the due and punctual
      performance and observance of each covenant and condition to be performed or
      observed by it as master servicer under this Agreement from and after the
      effective date of such assumption agreement; (ii) each Rating Agency shall
      be
      given prior written notice of the identity of the proposed successor to the
      Master Servicer and shall confirm in writing to the Master Servicer, the NIMS
      Insurer and the Trustee that any such sale, assignment or delegation would
      not
      result in a withdrawal or a downgrading of the rating on any Class of
      Certificates in effect immediately prior to such sale, assignment or delegation;
      and (iii) the Master Servicer shall deliver to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
      precedent to such action under this Agreement have been fulfilled and such
      action is permitted by and complies with the terms of this Agreement. No such
      sale, assignment or delegation shall affect any liability of the Master Servicer
      arising prior to the effective date thereof.

     

    
      	SECTION
              6.05.  	
              Successor
                Master Servicer.

            


    

     

    In
      connection with the appointment of any successor Master Servicer or the
      assumption of the duties of the Master Servicer, the Depositor, the NIMS Insurer
      or the Trustee may make such arrangements for the compensation of such successor
      Master Servicer out of payments on the Mortgage Loans as the Depositor, the
      NIMS
      Insurer or the Trustee and such successor Master Servicer shall agree. If the
      successor Master Servicer does not agree that such market value is a fair price,
      such successor Master Servicer shall obtain two quotations of market value
      from
      third parties actively engaged in the master servicing of single-family mortgage
      loans. Notwithstanding the foregoing, the compensation payable to a successor
      Master Servicer may not exceed the compensation which the Master Servicer would
      have been entitled to retain if the Master Servicer had continued to act as
      Master Servicer hereunder.

     

    
      	SECTION
              6.06.  	
              Rights
                of the Depositor in Respect of the
                Servicer.

            


    

     

    The
      Servicer shall afford (and any Sub-Servicing Agreement shall provide that each
      Sub-Servicer shall afford) the Depositor, the NIMS Insurer, the Master Servicer,
      the Trust Administrator and the Trustee, upon reasonable notice, during normal
      business hours, access to all records maintained by the Servicer (and any such
      Sub-Servicer) in respect of the Servicer’s rights and obligations hereunder and
      access to officers of the Servicer (and those of any such Sub-Servicer)
      responsible for such obligations. Upon request, the Servicer shall furnish
      to
      the Depositor, the NIMS Insurer, the Master Servicer, the Trust Administrator
      and the Trustee its (and any such Sub-Servicer’s) most recent financial
      statements and such other information relating to the Servicer’s capacity to
      perform its obligations under this Agreement as it possesses (and that any
      such
      Sub-Servicer possesses). To the extent such information is not otherwise
      available to the public, the Depositor, the NIMS Insurer, the Master Servicer,
      the Trust Administrator and the Trustee shall not disseminate any information
      obtained pursuant to the preceding two sentences without the Servicer’s written
      consent, except as required pursuant to this Agreement or to the extent that
      it
      is appropriate to do so (i) in working with legal counsel, auditors, taxing
      authorities or other governmental agencies or (ii) pursuant to any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Depositor and the Trustee
      or
      the Trust Fund, and in any case, the Depositor, the NIMS Insurer, the Master
      Servicer, the Trust Administrator or the Trustee, as the case may be, shall
      use
      its best efforts to assure the confidentiality of any such disseminated
      non-public information. 

     

    The
      Depositor may, but is not obligated to, enforce the obligations of the Servicer
      under this Agreement and may, but is not obligated to, perform, or cause a
      designee to perform, any defaulted obligation of the Servicer under this
      Agreement or exercise the rights of the Servicer under this Agreement; provided
      that the Servicer shall not be relieved of any of its obligations under this
      Agreement by virtue of such performance by the Depositor or its designee. The
      Depositor shall not have any responsibility or liability for any action or
      failure to act by the Servicer and is not obligated to supervise the performance
      of the Servicer under this Agreement or otherwise. 

     

    
      	SECTION
              6.07.  	
              Duties
                of the Credit Risk Manager.

            


    

     

    For
      and
      on behalf of the Depositor, the Credit Risk Manager will provide reports and
      recommendations concerning certain delinquent and defaulted Mortgage Loans,
      and
      as to the collection of any Prepayment Charges with respect to the Mortgage
      Loans. Such reports and recommendations will be based upon information provided
      to the Credit Risk Manager pursuant to the respective Credit Risk Management
      Agreement, and the Credit Risk Manager shall look solely to the Servicer and/or
      Master Servicer, as applicable, for all information and data (including loss
      and
      delinquency information and data) relating to the servicing of the Mortgage
      Loans. Upon any termination of the Credit Risk Manager or the appointment of
      a
      successor Credit Risk Manager, the Depositor shall give written notice thereof
      to the Servicer, the Trustee, the Master Servicer, the Trust Administrator,
      the
      NIMS Insurer and each Rating Agency. Notwithstanding the foregoing, the
      termination of the Credit Risk Manager pursuant to this Section shall not
      become effective until the appointment of a successor Credit Risk
      Manager.

     

    
      	SECTION
              6.08.  	
              Limitation
                Upon Liability of the Credit Risk
                Manager.

            


    

     

    Neither
      the Credit Risk Manager, nor any of its directors, officers, employees, or
      agents shall be under any liability to the Trustee, the Certificateholders,
      the
      Trust Administrator, the Servicer or the Depositor for any action taken or
      for
      refraining from the taking of any action made in good faith pursuant to this
      Agreement, in reliance upon information provided by the Servicer under the
      Credit Risk Management Agreement, or for errors in judgment; provided, however,
      that this provision shall not protect the Credit Risk Manager or any such person
      against liability that would otherwise be imposed by reason of willful
      malfeasance or bad faith in its performance of its duties. The Credit Risk
      Manager and any director, officer, employee, or agent of the Credit Risk Manager
      may rely in good faith on any document of any kind prima
      facie
      properly
      executed and submitted by any Person respecting any matters arising hereunder,
      and may rely in good faith upon the accuracy of information furnished by the
      Servicer pursuant to the Credit Risk Management Agreement in the performance
      of
      its duties thereunder and hereunder.

     

    
      	SECTION
              6.09.  	
              Removal
                of the Credit Risk Manager.

            


    

     

    The
      Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
      holding not less than 66 2/3% of the Voting Rights in the Trust Fund, in the
      exercise of its or their sole discretion. The Certificateholders shall provide
      written notice of the Credit Risk Manager’s removal to the Trust Administrator.
      Upon receipt of such notice, the Trust Administrator shall provide written
      notice to the Credit Risk Manager of its removal, which shall be effective
      upon
      receipt of such notice by the Credit Risk Manager. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      VII  

     

    DEFAULT

     

    
      	SECTION
              7.01.  	
              Servicer
                Events of Default and Master Servicer Events of
                Termination.

            


    

     

    (a)  “Servicer
      Event of Default,” wherever used herein, means any one of the following
      events:

     

    (i)  any
      failure by the Servicer to remit to the Trust Administrator for distribution
      to
      the Certificateholders any payment (other than an Advance required to be made
      from its own funds on any Servicer Remittance Date pursuant to Section 4.03)
      required to be made under the terms of the Certificates and this Agreement
      which
      continues unremedied for a period of one Business Day after the date upon which
      written notice of such failure, requiring the same to be remedied, shall have
      been given to the Servicer by the Depositor or the Trust Administrator (in
      which
      case notice shall be provided by telecopy), or to the Servicer, the Depositor
      and the Trust Administrator by the NIMS Insurer or the Holders of Certificates
      entitled to at least 25% of the Voting Rights; or

     

    (ii)  other
      than with respect to clause (vi) below, any failure on the part of the Servicer
      duly to observe or perform in any material respect any other of the covenants
      or
      agreements on the part of the Servicer contained in this Agreement, or the
      breach by the Servicer of any representation and warranty contained in Section
      2.05, which continues unremedied for a period of 30 days (or if such failure
      or
      breach cannot be remedied within 30 days, then such remedy shall have been
      commenced within 30 days and diligently pursued thereafter; provided, however,
      that in no event shall such failure or breach be allowed to exist for a period
      of greater than 90 days) after the earlier of (i) the date on which written
      notice of such failure, requiring the same to be remedied, shall have been
      given
      to the Servicer by the Depositor or the Trust
      Administrator or
      to the
      Servicer, the Depositor and the Trust Administrator by the NIMS Insurer or
      the
      Holders of Certificates entitled to at least 25% of the Voting Rights and (ii)
      actual knowledge of such failure by a Servicing Officer of the Servicer;
      or

     

    (iii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises in an involuntary case under any present or future federal or
      state
      bankruptcy, insolvency or similar law or the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceeding, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Servicer and
      such decree or order shall have remained in force undischarged or unstayed
      for a
      period of 90 days; or

     

    (iv)  the
      Servicer shall consent to the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to it or of or relating to
      all
      or substantially all of its property; or

     

    (v)  the
      Servicer shall admit in writing its inability to pay its debts generally as
      they
      become due, file a petition to take advantage of any applicable insolvency
      or
      reorganization statute, make an assignment for the benefit of its creditors,
      or
      voluntarily suspend payment of its obligations; or

     

    (vi)  any
      failure by the Servicer to timely comply with its obligations pursuant to
      Section 3.20, Section 3.21 or Section 4.06 hereof; 

     

    (vii)  any
      failure of the Servicer to make any Advance on any Servicer Remittance Date
      required to be made from its own funds pursuant to Section 4.03 which continues
      unremedied until 3:00 p.m. New York time on the Business Day following the
      Servicer Remittance Date.

     

    If
      (a) a
      Servicer Event of Default described in clauses (i) through (vi) of this Section
      shall occur, then, and in each and every such case, so long as such Servicer
      Event of Default shall not have been remedied, the Depositor, the Master
      Servicer, the Trustee or the Trust Administrator may, and at the written
      direction of the Holders of Certificates entitled to at least 51% of Voting
      Rights, or at the direction of the NIMS Insurer, the Trustee shall or (b) a
      Servicer Event of Default described in clause (vii) of this Section shall occur
      and the Trustee or the Master Servicer has, at the direction of the Depositor,
      determined to terminate the Servicer, then the Trustee, shall, by notice in
      writing to the Servicer, the Master Servicer and the Depositor, terminate all
      of
      the rights and obligations of the Servicer in its capacity as Servicer under
      this Agreement, to the extent permitted by law, and in and to the Mortgage
      Loans
      and the proceeds thereof.
      If a
      Servicer Event of Default described in clause (vii) hereof shall occur, the
      Trustee shall, by notice in writing to the Servicer, the Depositor, the Master
      Servicer and the NIMS Insurer, terminate all of the rights and obligations
      of
      the Servicer in its capacity as Servicer under this Agreement and in and to
      the
      Mortgage Loans and the proceeds thereof. Subject to Section 7.02 hereof, on
      or
      after the receipt by the Servicer of such written notice, all authority and
      power of the Servicer under this Agreement, whether with respect to the
      Certificates (other than as a Holder of any Certificate) or the Mortgage Loans
      or otherwise, shall pass to and be vested in the Master Servicer or (if the
      Master Servicer is the Servicer) the Trustee pursuant to and under this Section,
      and, without limitation, the Master Servicer or the Trustee, as applicable,
      is
      hereby authorized and empowered, as attorney-in-fact or otherwise, to execute
      and deliver, on behalf of and at the expense of the Servicer, any and all
      documents and other instruments and to do or accomplish all other acts or things
      necessary or appropriate to effect the purposes of such notice of termination,
      whether to complete the transfer and endorsement or assignment of the Mortgage
      Loans and related documents, or otherwise. The Servicer agrees to promptly
      (and
      in any event no later than ten Business Days subsequent to such notice) provide
      the Master Servicer or the Trustee, as applicable, with all documents and
      records requested by it to enable it to assume the Servicer’s functions under
      this Agreement, and to cooperate with the Master Servicer or the Trustee, as
      applicable, in effecting the termination of the Servicer’s responsibilities and
      rights under this Agreement, including, without limitation, the transfer within
      one Business Day to the Master Servicer or the Trustee, as applicable, for
      administration by it of all cash amounts which at the time shall be or should
      have been credited by the Servicer to the Collection Account held by or on
      behalf of the Servicer, the Distribution Account or any REO Account or Servicing
      Account held by or on behalf of the Servicer or thereafter be received with
      respect to the Mortgage Loans or any REO Property serviced by the Servicer;
      provided, however, that the Servicer shall continue to be entitled to receive
      all amounts accrued or owing to it under this Agreement on or prior to the
      date
      of such termination, whether in respect of Advances or otherwise, and shall
      continue to be entitled to the benefits of Section 6.03, notwithstanding any
      such termination, with respect to events occurring prior to such
      termination.

     

    (b)  “Master
      Servicer Event of Termination,” wherever used herein, means any one of the
      following events:

     

    (i)  the
      Master Servicer fails to cause to be deposited in the Distribution Account
      any
      amount so required to be deposited pursuant to this Agreement (other than an
      Advance), and such failure continues unremedied for a period of three Business
      Days after the date upon which written notice of such failure, requiring the
      same to be remedied, shall have been given to the Master Servicer;
      or

     

    (ii)  the
      Master Servicer fails to observe or perform in any material respect any other
      material covenants and agreements set forth in this Agreement to be performed
      by
      it, which covenants and agreements materially affect the rights of
      Certificateholders, and such failure continues unremedied for a period of 60
      days after the date on which written notice of such failure, properly requiring
      the same to be remedied, shall have been given to the Master Servicer by the
      Trustee or the NIMS Insurer or to the Master Servicer and the Trustee by the
      Holders of Certificates evidencing not less than 25% of the Voting Rights;
      or

     

    (iii)  there
      is
      entered against the Master Servicer a decree or order by a court or agency
      or
      supervisory authority having jurisdiction in the premises for the appointment
      of
      a conservator, receiver or liquidator in any insolvency, readjustment of debt,
      marshaling of assets and liabilities or similar proceedings, or for the winding
      up or liquidation of its affairs, and the continuance of any such decree or
      order is unstayed and in effect for a period of 60 consecutive days, or an
      involuntary case is commenced against the Master Servicer under any applicable
      insolvency or reorganization statute and the petition is not dismissed within
      60
      days after the commencement of the case; or

     

    (iv)  the
      Master Servicer consents to the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshaling of assets and
      liabilities or similar proceedings of or relating to the Master Servicer or
      substantially all of its property; or the Master Servicer admits in writing
      its
      inability to pay its debts generally as they become due, files a petition to
      take advantage of any applicable insolvency or reorganization statute, makes
      an
      assignment for the benefit of its creditors, or voluntarily suspends payment
      of
      its obligations; or

     

    (v)  the
      Master Servicer assigns or delegates its duties or rights under this Agreement
      in contravention of the provisions permitting such assignment or delegation
      under Section 6.05; or

     

    (vi)  any
      failure of the Master Servicer to make any Advance (other than a Nonrecoverable
      Advance) required to be made from its own funds pursuant to Section 4.03 by
      5:00 p.m. New York time on the Business Day prior to the applicable Distribution
      Date.

     

    In
      each
      and every such case, so long as such Master Servicer Event of Termination with
      respect to the Master Servicer shall not have been remedied, either the Trustee,
      the NIMS Insurer or the Holders of Certificates evidencing not less than 51%
      of
      the Voting Rights, by notice in writing to the Depositor, the Master Servicer
      (and to the Trustee if given by such Certificateholders), with a copy to the
      NIMS Insurer and the Rating Agencies, may terminate all of the rights and
      obligations (but not the liabilities) of the Master Servicer under this
      Agreement and in and to the Mortgage Loans and/or the REO Property master
      serviced by the Master Servicer and the proceeds thereof. Upon the receipt
      by
      the Master Servicer of the written notice, all authority and power of the Master
      Servicer under this Agreement, whether with respect to the Certificates, the
      Mortgage Loans, REO Property or under any other related agreements (but only
      to
      the extent that such other agreements relate to the Mortgage Loans or related
      REO Property) shall, subject to Section 7.03, automatically and without
      further action pass to and be vested in the Trustee pursuant to this
      Section 7.01(b); and, without limitation, the Trustee is hereby authorized
      and empowered to execute and deliver, on behalf of the Master Servicer as
      attorney-in-fact or otherwise, any and all documents and other instruments
      and
      to do or accomplish all other acts or things necessary or appropriate to effect
      the purposes of such notice of termination, whether to complete the transfer
      and
      endorsement or assignment of the Mortgage Loans and related documents, or
      otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting
      the termination of the Master Servicer’s rights and obligations hereunder,
      including, without limitation, the transfer to the Trustee of (i) the property
      and amounts which are then or should be part of the Trust Fund or which
      thereafter become part of the Trust Fund; and (ii) originals or copies of all
      documents of the Master Servicer reasonably requested by the Trustee to enable
      it to assume the Master Servicer’s duties thereunder. In addition to any other
      amounts which are then, or, notwithstanding the termination of its activities
      under this Agreement, may become payable to the Master Servicer under this
      Agreement, the Master Servicer shall be entitled to receive, out of any amount
      received on account of a Mortgage Loan or related REO Property, that portion
      of
      such payments which it would have received as reimbursement under this Agreement
      if notice of termination had not been given. The termination of the rights
      and
      obligations of the Master Servicer shall not affect any obligations incurred
      by
      the Master Servicer prior to such termination.

     

    Notwithstanding
      the foregoing, if a Master Servicer Event of Termination described in clause
      (vi) of this Section 7.01(b) shall occur, the Trustee shall, by notice in
      writing to the Master Servicer, which may be delivered by telecopy, immediately
      terminate all of the rights and obligations of the Master Servicer thereafter
      arising under this Agreement, but without prejudice to any rights it may have
      as
      a Certificateholder or to reimbursement of Advances and other advances of its
      own funds, and the Trustee shall act as provided in Section 7.03 to carry
      out the duties of the Master Servicer, including the obligation to make any
      Advance the nonpayment of which was a Master Servicer Event of Termination
      described in clause (vi) of this Section 7.01(b). Any such action taken by
      the Trustee must be prior to the distribution on the relevant Distribution
      Date.

     

    
      	SECTION
              7.02.  	
              Master
                Servicer or Trustee to Act; Appointment of Successor
                Servicer.

            


    

     

    (a)  From
      the
      time the Servicer receives a notice of termination, the Master
      Servicer
      or (if
      the Master Servicer is the Servicer) the Trustee (or such other successor
      servicer as is acceptable to the NIMS Insurer) shall be the successor in all
      respects to the Servicer in its capacity as Servicer under this Agreement and
      the transactions set forth or provided for herein, and all the responsibilities,
      duties and liabilities relating thereto and arising thereafter shall be assumed
      by the Master Servicer or the Trustee, as applicable (except for any
      representations or warranties of the Servicer under this Agreement, the
      responsibilities, duties and liabilities contained in Section 2.05 (other than
      with respect to Section 2.05(x)), and the obligation to deposit amounts in
      respect of losses pursuant to Section 3.12) by the terms and provisions hereof;
      provided, however, the Master Servicer or the Trustee, as applicable, shall
      immediately assume the Servicer’s obligations to make Advances pursuant to
      Section 4.03; provided, further, however, that if the Master Servicer or the
      Trustee, as applicable, is prohibited by law or regulation from obligating
      itself to make advances regarding delinquent mortgage loans, then the Master
      Servicer or the Trustee, as applicable, shall not be obligated to make Advances
      pursuant to Section 4.03; and provided further, that any failure to perform
      such
      duties or responsibilities caused by the Servicer’s failure to provide
      information required by Section 7.01(a) shall not be considered a default by
      the
      Master Servicer or the Trustee, as applicable, as successor to the Servicer
      hereunder. It is understood and acknowledged by the parties hereto that there
      will be a period of transition (not to exceed 90 days) before the transition
      of
      servicing obligations is fully effective. As compensation therefor, the Master
      Servicer or the Trustee, as applicable, shall be entitled to the Servicing
      Fee
      and all funds relating to the Mortgage Loans to which the Servicer would have
      been entitled if it had continued to act hereunder. Notwithstanding the above
      and subject to Section 7.02(b) below, the Master Servicer or the Trustee, as
      applicable, if it shall be unwilling to so act, or shall, if it is unable to
      so
      act or if it is prohibited by law from making advances regarding delinquent
      mortgage loans or if the Holders of Certificates entitled to at least 51% of
      the
      Voting Rights or the NIMS Insurer so request in writing to the Trustee, promptly
      appoint or petition a court of competent jurisdiction to appoint, an established
      mortgage loan servicing institution acceptable to each Rating Agency and the
      NIMS Insurer and having a net worth of not less than $15,000,000, as the
      successor to the Servicer under this Agreement in the assumption of all or
      any
      part of the responsibilities, duties or liabilities of the Servicer under this
      Agreement.

     

    Pending
      appointment of a successor to the Servicer hereunder, unless the Master Servicer
      or the Trustee, as applicable, is prohibited by law from so acting, the Master
      Servicer or the Trustee, as applicable, shall act in such capacity as
      hereinabove provided. In connection with such appointment and assumption, the
      successor shall be entitled to receive compensation out of payments on Mortgage
      Loans in an amount equal to the compensation which the Servicer would otherwise
      have received pursuant to Section 3.18 (or such other compensation as the Master
      Servicer or the Trustee, as applicable, and such successor shall agree, not
      to
      exceed the Servicing Fee). The appointment of a successor servicer shall not
      affect any liability of the predecessor Servicer which may have arisen under
      this Agreement prior to its termination as Servicer to pay any deductible under
      an insurance policy pursuant to Section 3.14 or to indemnify the NIMS Insurer
      pursuant to Section 6.03, nor shall any successor servicer be liable for any
      acts or omissions of the predecessor servicer or for any breach by such servicer
      of any of its representations or warranties contained herein or in any related
      document or agreement. The Master Servicer or the Trustee, as applicable, and
      such successor shall take such action, consistent with this Agreement, as shall
      be necessary to effectuate any such succession. All reasonable Servicing
      Transfer Costs shall be paid by the predecessor servicer upon presentation
      of
      reasonable documentation of such costs, and if such predecessor servicer
      defaults in its obligation to pay such costs, such costs shall be paid by the
      successor servicer or the Master Servicer or the Trustee, as applicable (in
      which case the successor servicer or the Master Servicer or the Trustee, as
      applicable, shall be entitled to reimbursement therefor from the assets of
      the
      Trust Fund).

     

    (b)  No
      appointment of a successor to the Servicer under this Agreement shall be
      effective until the assumption by the successor of all of the Servicer’s
      responsibilities, duties and liabilities hereunder. In connection with such
      appointment and assumption described herein, the Master Servicer or the Trustee,
      as applicable, may make such arrangements for the compensation of such successor
      out of payments on Mortgage Loans as it and such successor shall agree;
      provided, however, that no such compensation shall be in excess of that
      permitted the Servicer as such hereunder. The Depositor, the Trustee, the Trust
      Administrator, the Master Servicer and such successor shall take such action,
      consistent with this Agreement, as shall be necessary to effectuate any such
      succession. Pending appointment of a successor to the Servicer under this
      Agreement the Master Servicer or the Trustee, as applicable, shall act in such
      capacity as hereinabove provided. 

     

    Any
      successor to the Servicer, including the Master Servicer or the Trustee, as
      applicable, shall during the term of its service as servicer continue to service
      and administer the Mortgage Loans for the benefit of Certificateholders, and
      maintain in force a policy or policies of insurance covering errors and
      omissions in the performance of its obligations as Servicer hereunder and a
      fidelity bond in respect of its officers, employees and agents to the same
      extent as the Servicer is so required pursuant to Section 3.14.

     

    (c)  Notwithstanding
      any provision in this Agreement to the contrary, for a period of 30 days
      following the date on which the Servicer shall have received a notice of a
      Servicer Event of Default pursuant to Section 7.01, or a default under a loan
      agreement pursuant to Section 6.04 or a Servicer resignation pursuant to Section
      6.04, the terminated Servicer or its designee may appoint a successor servicer
      that satisfies the eligibility criteria of a successor servicer set forth above;
      provided that such successor servicer agrees to fully effect the servicing
      transfer within 90 days following the termination of the Servicer and to make
      all Advances that would otherwise be made by the Master Servicer or the Trustee,
      as applicable, under Section 7.01 as of the date of such appointment. Any
      proceeds received in connection with the appointment of such successor servicer
      (after deduction of any expenses incurred in connection with the servicing
      transfer) shall be the property of the terminated Servicer or its designee.
      Notwithstanding the foregoing, in the event of a Servicer Event of Default
      pursuant to Section 7.01(a)(vii), either (i) the Servicer shall remit the amount
      of the required Advance by 3:00 p.m.
      New York
      time on the Business Day following the Servicer Remittance Date or (ii) by
      3:00
      p.m. New York time on the Business Day following the Servicer Remittance Date,
      the Servicer shall have appointed a successor servicer that satisfies the
      eligibility criteria of a successor servicer set forth above and that has
      remitted the amount of the required Advance to the Trust Administrator. If
      the
      Servicer fails to adhere to the requirements set forth in the immediately
      preceding sentence, the Master Servicer or the Trustee, as applicable, shall
      be
      the successor in all respects to the Servicer in its capacity as Servicer under
      this Agreement and shall immediately assume the Servicer’s obligations to make
      Advances. In no event shall the termination of the Servicer under this Agreement
      result in any diminution of the Servicer’s right to reimbursement for any
      outstanding Advances or Servicing Advances or accrued and unpaid Servicing
      Fees
      due such Servicer at the time of termination. Reimbursement of unreimbursed
      Advances and Servicing Advances and accrued and unpaid Servicing Fees shall
      be
      made on a FIFO, loan-by-loan basis. The Servicer shall continue to be entitled
      to the benefits of Section 6.03 hereof related to indemnification,
      notwithstanding any termination hereunder. 

     

    (d)  In
      connection with the termination or resignation of the Servicer hereunder, either
      (i) the successor servicer, including the Master Servicer or the Trustee, as
      applicable, if the Master Servicer or the Trustee, as applicable, is acting
      as
      successor servicer, shall represent and warrant that it is a member of MERS
      in
      good standing and shall agree to comply in all material respects with the rules
      and procedures of MERS in connection with the servicing of the Mortgage Loans
      that are registered with MERS, in which case the predecessor servicer shall
      cooperate with the successor servicer in causing MERS to revise its records
      to
      reflect the transfer of servicing to the successor servicer as necessary under
      MERS’ rules and regulations, or (ii) the predecessor servicer shall cooperate
      with the successor servicer in causing MERS to execute and deliver an assignment
      of Mortgage in recordable form to transfer the Mortgage from MERS to the Master
      Servicer or the Trustee, as applicable, and to execute and deliver such other
      notices, documents and other instruments as may be necessary or desirable to
      effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan
      on
      the MERS® System to the successor servicer. The predecessor servicer shall file
      or cause to be filed any such assignment in the appropriate recording office.
      The predecessor servicer shall bear any and all fees of MERS, costs of preparing
      any assignments of Mortgage, and fees and costs of filing any assignments of
      Mortgage that may be required under this Section 7.02(d).

     

    
      	SECTION
              7.03.  	
              Trustee
                to Act; Appointment of Successor Master
                Servicer.

            


    

     

    (a)  Upon
      the
      receipt by the Master Servicer of a notice of termination pursuant to
      Section 7.01(b) or an Opinion of Counsel rendered by Independent counsel
      pursuant to Section 6.05(b) to the effect that the Master Servicer is
      legally unable to act or to delegate its duties to a Person which is legally
      able to act, the Trustee shall automatically become the successor in all
      respects to the Master Servicer in its capacity under this Agreement and the
      transactions set forth or provided for herein and shall thereafter be subject
      to
      all the responsibilities, duties, liabilities and limitations on liabilities
      relating thereto placed on the Master Servicer by the terms and provisions
      hereof; provided, however, that the Trustee (i) shall have no obligation
      whatsoever with respect to any liability (other than Advances deemed recoverable
      and not previously made) incurred by the Master Servicer at or prior to the
      time
      of termination and (ii) shall not be obligated to perform any obligation of
      the
      Master Servicer under Section 3.20 or 3.21 with respect to any period of time
      during which the Trustee was not the Master Servicer. As compensation therefor,
      but subject to Section 6.05, the Trustee shall be entitled to compensation
      which the Master Servicer would have been entitled to retain if the Master
      Servicer had continued to act hereunder, except for those amounts due the Master
      Servicer as reimbursement permitted under this Agreement for advances previously
      made or expenses previously incurred. Notwithstanding the above, the Trustee
      may, if it shall be unwilling so to act, or shall, if it is legally unable
      so to
      act, appoint or petition a court of competent jurisdiction to appoint, any
      established housing and home finance institution which is a Fannie Mae- or
      Freddie Mac-approved servicer, and with respect to a successor to the Master
      Servicer only, having a net worth of not less than $10,000,000, as the successor
      to the Master Servicer hereunder in the assumption of all or any part of the
      responsibilities, duties or liabilities of the Master Servicer hereunder;
      provided, that the Trustee shall obtain consent from the NIMS Insurer and a
      letter or other evidence each Rating Agency that the ratings, if any, on each
      of
      the Certificates will not be lowered as a result of the selection of the
      successor to the Master Servicer. Pending appointment of a successor to the
      Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove
      provided. In connection with such appointment and assumption, the Trustee may
      make such arrangements for the compensation of such successor out of payments
      on
      the Mortgage Loans as it and such successor shall agree; provided, however,
      that
      the provisions of Section 6.05 shall apply, the compensation shall not be
      in excess of that which the Master Servicer would have been entitled to if
      the
      Master Servicer had continued to act hereunder, and that such successor shall
      undertake and assume the obligations of the Trustee to pay compensation to
      any
      third Person acting as an agent or independent contractor in the performance
      of
      master servicing responsibilities hereunder. The Trustee and such successor
      shall take such action, consistent with this Agreement, as shall be necessary
      to
      effectuate any such succession.

     

    If
      the
      Master Servicer and the Trust Administrator are the same entity, then at any
      time the Master Servicer resigns or is removed as Master Servicer, the Trust
      Administrator shall also be removed hereunder. All reasonable Master Servicing
      Transfer Costs shall be paid by the predecessor Master Servicer upon
      presentation of reasonable documentation of such costs, and if such predecessor
      Master Servicer defaults in its obligation to pay such costs, such costs shall
      be paid by the successor Master Servicer or the Trustee (in which case the
      successor Master Servicer or the Trustee, as applicable, shall be entitled
      to
      reimbursement therefor from the assets of the Trust Fund).

     

    (b)  If
      the
      Trustee shall succeed to any duties of the Master Servicer respecting the
      Mortgage Loans as provided herein, it shall do so in a separate capacity and
      not
      in its capacity as Trustee and, accordingly, the provisions of Article VIII
      shall be inapplicable to the Trustee in its duties as the successor to the
      Master Servicer in the master servicing of the Mortgage Loans (although such
      provisions shall continue to apply to the Trustee in its capacity as Trustee);
      the provisions of Article VI, however, shall apply to it in its capacity as
      successor Master Servicer.

     

    
      	SECTION
              7.04.  	
              Notification
                to Certificateholders.

            


    

     

    (a)  Upon
      any
      termination of the Servicer or the Master Servicer pursuant to Section 7.01
      above or any appointment of a successor to the Servicer or Master Servicer
      pursuant to Section 7.02 or Section 7.03 above, the Trust Administrator, or
      in the event of the termination of the Master Servicer, the Trustee (or such
      other successor Trust Administrator) shall give prompt written notice thereof
      to
      the Servicer, the Credit Risk Manager, the NIMS Insurer, the Master Servicer
      and
      the Certificateholders at their respective addresses appearing in the
      Certificate Register.

     

    (b)  Not
      later
      than the later of 60 days after the occurrence of any event, which constitutes
      or which, with notice or lapse of time or both, would constitute a Servicer
      Event of Default or a Master Servicer Event of Termination or five days after
      a
      Responsible Officer of the Trust Administrator (in the case of a Servicer Event
      of Default) or the Trustee (in the case of a Master Servicer Event of
      Termination) becomes aware of the occurrence of such an event, the Trust
      Administrator or Trustee, as applicable, shall transmit by mail to the Credit
      Risk Manager, the NIMS Insurer and to all Holders of Certificates notice of
      each
      such occurrence, unless such default, Servicer Event of Default or Master
      Servicer Event of Termination shall have been cured or waived.

     

    
      	SECTION
              7.05.  	
              Waiver
                of Servicer Events of Default and Master Servicer Events of
                Termination.

            


    

     

    The
      Holders representing at least 66% of the Voting Rights (with the consent of
      the
      NIMS Insurer) evidenced by all Classes of Certificates affected by any default,
      Servicer Event of Default or Master Servicer Event of Termination hereunder
      may
      waive such default, Servicer Event of Default or Master Servicer Event of
      Termination; provided, however, that a Servicer Event of Default under clause
      (i) or (vi) of Section 7.01(a) or Master Servicer Event of Termination under
      clause (i) or (vii) of Section 7.01(b) may be waived only by all of the
      Holders of the Regular Certificates (with the consent of the NIMS Insurer).
      Upon
      any such waiver of a default, Servicer Event of Default or Master Servicer
      Event
      of Termination, such default, Servicer Event of Default or Master Servicer
      Event
      of Termination shall cease to exist and shall be deemed to have been remedied
      for every purpose hereunder. No such waiver shall extend to any subsequent
      or
      other default, Servicer Event of Default or Master Servicer Event of Termination
      or impair any right consequent thereon except to the extent expressly so waived.
      Notice of any such waiver shall be given by the Trust Administrator or the
      Trustee as applicable, to the Rating Agencies and the NIMS Insurer.

     

    
      	SECTION
              7.06.  	
              Survivability
                of Servicer and Master Servicer
                Liabilities.

            


    

     

    Notwithstanding
      anything herein to the contrary, upon termination of the Servicer or the Master
      Servicer hereunder, any liabilities
      of
      the Servicer or the Master Servicer, as applicable, which accrued prior to
      such
      termination shall survive such termination.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      VIII  

     

    CONCERNING
      THE TRUSTEE AND THE TRUST ADMINISTRATOR

     

    
      	SECTION
              8.01.  	
              Duties
                of Trustee and Trust Administrator.

            


    

     

    The
      Trustee and the Trust Administrator, prior to the occurrence of a Servicer
      Event
      of Default or Master Servicer Event of Termination and after the curing of
      all
      Servicer Events of Default or Master Servicer Events of Termination which may
      have occurred, undertakes to perform such duties and only such duties as are
      specifically set forth in this Agreement. If a Servicer Event of Default or
      Master Servicer Event of Termination has occurred (which has not been cured)
      of
      which a Responsible Officer has knowledge, each of the Trustee and the Trust
      Administrator shall exercise such of the rights and powers vested in it by
      this
      Agreement, and use the same degree of care and skill in their exercise, as
      a
      prudent man would exercise or use under the circumstances in the conduct of
      his
      own affairs.

     

    Each
      of
      the Trustee and the Trust Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to it which are specifically required to be furnished
      pursuant to any provision of this Agreement, shall examine them to determine
      whether they conform to the requirements of this Agreement; provided, however,
      that neither the Trustee nor the Trust Administrator will be responsible for
      the
      accuracy or content of any such resolutions, certificates, statements, opinions,
      reports, documents or other instruments. If any such instrument is found not
      to
      conform to the requirements of this Agreement in a material manner the Trustee
      or the Trust Administrator, as applicable, shall take such action as it deems
      appropriate to have the instrument corrected, and if the instrument is not
      corrected to the Trustee’s or the Trust Administrator’s satisfaction, the
      Trustee or the Trust Administrator, as applicable, will provide notice thereof
      to the Certificateholders and the NIMS Insurer.

     

    No
      provision of this Agreement shall be construed to relieve the Trustee or the
      Trust Administrator from liability for its own negligent action, its own
      negligent failure to act or its own misconduct; provided, however,
      that:

     

    (i)  Prior
      to
      the occurrence of a Servicer Event of Default or Master Servicer Event of
      Termination, and after the curing of all such Servicer Events of Default or
      Master Servicer Events of Termination which may have occurred, the duties and
      obligations of the Trustee and the Trust Administrator shall be determined
      solely by the express provisions of this Agreement, the Trustee and the Trust
      Administrator shall not be liable except for the performance of such duties
      and
      obligations as are specifically set forth in this Agreement, no implied
      covenants or obligations shall be read into this Agreement against the Trustee
      or the Trust Administrator and, in the absence of bad faith on the part of
      the
      Trustee or the Trust Administrator, as applicable, the Trustee or the Trust
      Administrator, as applicable, may conclusively rely, as to the truth of the
      statements and the correctness of the opinions expressed therein, upon any
      certificates or opinions furnished to the Trustee or the Trust Administrator,
      as
      the case may be, and conforming to the requirements of this
      Agreement;

     

    (ii)  Neither
      the Trustee nor the Trust Administrator shall be personally liable for an error
      of judgment made in good faith by a Responsible Officer of the Trustee or the
      Trust Administrator, as applicable, unless it shall be proved that the Trustee
      or the Trust Administrator, as the case may be, was negligent in ascertaining
      the pertinent facts;

     

    (iii)  Neither
      the Trustee nor the Trust Administrator shall be personally liable with respect
      to any action taken, suffered or omitted to be taken by it in good faith in
      accordance with the direction of the NIMS Insurer or the Holders of Certificates
      evidencing not less than 51% of the Voting Rights relating to the time, method
      and place of conducting any proceeding for any remedy available to the Trustee
      or the Trust Administrator, as applicable, or exercising or omitting to exercise
      any trust or power conferred upon the Trustee, under this Agreement;
      and

     

    (iv)  The
      Trustee shall not be required to take notice or be deemed to have notice or
      knowledge of any default, Servicer Event of Default or Master Servicer Event
      of
      Termination unless a Responsible Officer of the Trustee at the Corporate Trust
      Office obtains actual knowledge of such failure or the Trustee receives written
      notice of such failure from the Depositor, the Servicer or the Holders of
      Certificates evidencing not less than 51% of the Voting Rights.

     

    Neither
      the Trustee nor the Trust Administrator shall be required to expend or risk
      its
      own funds or otherwise incur financial liability in the performance of any
      of
      its duties hereunder, or in the exercise of any of its rights or powers, if
      there is reasonable ground for believing that the repayment of such funds or
      adequate indemnity against such risk or liability is not reasonably assured
      to
      it, and none of the provisions contained in this Agreement shall in any event
      require the Trustee to perform, or be responsible for the manner of performance
      of, any of the obligations of the Master Servicer under this Agreement, except
      during such time, if any, as the Trustee shall be the successor to, and be
      vested with the rights, duties, powers and privileges of, the Master Servicer
      in
      accordance with the terms of this Agreement.

     

    
      	SECTION
              8.02.  	
              Certain
                Matters Affecting the Trustee and the Trust
                Administrator

            


    

     

    (a)  Except
      as
      otherwise provided in Section 8.01:

     

    (i)  Either
      the Trustee or the Trust Administrator may request and rely upon, and shall
      be
      protected in acting or refraining from acting upon, any resolution, Officers’
Certificate, certificate of auditors or any other certificate, statement,
      instrument, opinion, report, notice, request, consent, order, appraisal, bond
      or
      other paper or document reasonably believed by it to be genuine and to have
      been
      signed or presented by the proper party or parties, and the manner of obtaining
      consents and of evidencing the authorization of the execution thereof by
      Certificateholders shall be subject to such reasonable regulations as the
      Trustee or the Trust Administrator may prescribe;

     

    (ii)  Either
      the Trustee or the Trust Administrator may consult with counsel and any Opinion
      of Counsel shall be full and complete authorization and protection in respect
      of
      any action taken or suffered or omitted by it hereunder in good faith and in
      accordance with such Opinion of Counsel;

     

    (iii)  Neither
      the Trustee nor the Trust Administrator shall be under any obligation to
      exercise any of the rights or powers vested in it by this Agreement, or to
      institute, conduct or defend any litigation hereunder or in relation hereto,
      at
      the request, order or direction of any of the Certificateholders or the NIMS
      Insurer, pursuant to the provisions of this Agreement, unless such
      Certificateholders or the NIMS Insurer, as applicable, shall have offered to
      the
      Trustee or the Trust Administrator, as applicable, reasonable security or
      indemnity against the costs, expenses and liabilities which may be incurred
      therein or thereby; the right of the Trustee or the Trust Administrator to
      perform any discretionary act enumerated in this Agreement shall not be
      construed as a duty, and neither the Trustee nor the Trust Administrator shall
      be answerable for other than its negligence or willful misconduct in the
      performance of any such act; nothing contained herein shall, however, relieve
      the Trustee of the obligation, upon the occurrence of a Master Servicer Event
      of
      Termination of which the Trustee has received written notice or of which a
      Responsible Officer of the Trustee has actual knowledge (which has not been
      cured or waived), to exercise such of the rights and powers vested in it by
      this
      Agreement, and to use the same degree of care and skill in their exercise,
      as a
      prudent person would exercise under the circumstances in the conduct of his
      own
      affairs;

     

    (iv)  Prior
      to
      the occurrence of a Servicer Event of Default or Master Servicer Event of
      Termination hereunder and after the curing or waiver of all Servicer Events
      of
      Default or Master Servicer Events of Termination which may have occurred,
      neither the Trustee nor the Trust Administrator shall be personally liable
      for
      any action taken, suffered or omitted by it in good faith and believed by it
      to
      be authorized or within the discretion or rights or powers conferred upon it
      by
      this Agreement;

     

    (v)  Prior
      to
      the occurrence of a Servicer Event of Default or Master Servicer Event of
      Termination and after the curing of all Servicer Events of Default or Master
      Servicer Events of Termination which may have occurred, neither the Trustee
      nor
      the Trust Administrator shall be bound to make any investigation into the facts
      or matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or other paper
      or documents, unless requested in writing to do so by the NIMS Insurer or the
      Holders of Certificates entitled to at least 25% of the Voting Rights; provided,
      however, that if the payment within a reasonable time to the Trustee or the
      Trust Administrator, as applicable, of the costs, expenses or liabilities likely
      to be incurred by it in the making of such investigation is, in the opinion
      of
      the Trustee or the Trust Administrator, as applicable, not reasonably assured
      to
      the Trustee or the Trust Administrator, as applicable, by the security afforded
      to it by the terms of this Agreement, the Trustee or the Trust Administrator,
      as
      applicable, may require reasonable indemnity against such cost, expense or
      liability as a condition to such proceeding; and

     

    (vi)  Either
      the Trustee or the Trust Administrator may execute any of the trusts or powers
      hereunder or perform any duties hereunder either directly or by or through
      agents or attorneys, custodians or nominees.

     

    (b)  All
      rights of action under this Agreement or under any of the Certificates,
      enforceable by the Trustee, may be enforced by it without the possession of
      any
      of the Certificates, or the production thereof at the trial or other proceeding
      relating thereto, and any such suit, action or proceeding instituted by the
      Trustee shall be brought in its name for the benefit of all the Holders of
      such
      Certificates, subject to the provisions of this Agreement.

     

    
      	SECTION
              8.03.  	
              Neither
                Trustee nor Trust Administrator Liable for Certificates or Mortgage
                Loans.

            


    

     

    The
      recitals contained herein and in the Certificates (other than the signature
      of
      the Trust Administrator, the authentication of the Trust Administrator on the
      Certificates, the acknowledgments of the Trustee contained in Article II and
      the
      representations and warranties of the Trustee and the Trust Administrator in
      Section 8.13) shall be taken as the statements of the Depositor and neither
      the Trustee nor the Trust Administrator assumes any responsibility for their
      correctness. Neither the Trustee nor the Trust Administrator makes any
      representations or warranties as to the validity or sufficiency of this
      Agreement (other than as specifically set forth in Section 8.12) or of the
      Certificates (other than the signature of the Trust Administrator and
      authentication of the Trust Administrator on the Certificates) or of any
      Mortgage Loan or related document. Neither the Trustee nor the Trust
      Administrator shall be accountable for the use or application by the Depositor
      of any of the Certificates or of the proceeds of such Certificates, or for
      the
      use or application of any funds paid to the Depositor, the Servicer or the
      Master Servicer in respect of the Mortgage Loans or deposited in or withdrawn
      from the Collection Account by the Servicer or the Distribution Account by
      the
      Master Servicer.

     

    
      	SECTION
              8.04.  	
              Trustee
                and Trust Administrator May Own
                Certificates.

            


    

     

    Each
      of
      the Trustee and the Trust Administrator in its individual capacity or any other
      capacity may become the owner or pledgee of Certificates with the same rights
      it
      would have if it were not Trustee or Trust Administrator, as applicable. Each
      of
      the Trustee and the Trust Administrator in its individual capacity or any other
      capacity may transact any banking and trust business with the Originator, the
      Servicer, the Depositor or their Affiliates.

     

    
      	SECTION
              8.05.  	
              Trust
                Administrator’s and Trustee’s Fees and
                Expenses.

            


    

     

    On
      each
      Distribution Date, the Trust Administrator shall be entitled to compensation
      as
      separately agreed with the Master Servicer. The annual fees of the Trustee
      hereunder and of the Custodian shall be paid in accordance with side letter
      agreements with the Trust Administrator and at the sole expense of the Trust
      Administrator. The Trustee, the Trust Administrator or any director, officer,
      employee or agent of any of them, shall be indemnified by the Trust Fund and
      held harmless against any loss, liability or expense (not including expenses
      and
      disbursements incurred or made by the Trustee or the Trust Administrator,
      including the compensation and the expenses and disbursements of its agents
      and
      counsel, in the ordinary course of the Trustee’s or the Trust Administrator’s
      performance in accordance with the provisions of this Agreement) incurred by
      the
      Trustee or by the Trust Administrator arising out of or in connection with
      the
      acceptance or administration of the obligations and duties of the Trustee or
      the
      Trust Administrator under this Agreement, other than any loss, liability or
      expense (i) resulting from a breach of the Servicer’s or the Master Servicer’s
      obligations and duties under this Agreement for which the Trustee or the Trust
      Administrator, as applicable, is indemnified under this Agreement or (ii) any
      loss, liability or expense incurred by reason of willful misfeasance, bad faith
      or negligence of the Trustee or of the Trust Administrator, as applicable,
      in
      the performance of its duties hereunder or by reason of the Trustee’s or the
      Trust Administrator’s, as applicable, reckless disregard of obligations and
      duties hereunder or as a result of a breach of the Trustee’s or the Trust
      Administrator’s, as applicable, obligations under Article X hereof. It is
      understood by the parties hereto that the Custodian is entitled to
      indemnification from the Trust pursuant to Section 11 of the Custodial
      Agreement. Any amounts payable to the Trustee, the Trust Administrator or any
      director, officer, employee or agent of the Trustee or the Trust Administrator,
      in respect of the indemnification provided by this Section 8.05, or
      pursuant to any other right of reimbursement from the Trust Fund that the
      Trustee, the Trust Administrator or any director, officer, employee or agent
      of
      the Trustee or the Trust Administrator, may have hereunder in its capacity
      as
      such, may be withdrawn by the Trust Administrator for payment to the applicable
      indemnified Person from the Distribution Account at any time. The foregoing
      indemnity shall survive the resignation or removal of the Trustee or the Trust
      Administrator.

     

    
      	SECTION
              8.06.  	
              Eligibility
                Requirements for Trustee and Trust
                Administrator.

            


    

     

    Each
      of
      the Trustee and the Trust Administrator hereunder shall at all times be an
      entity duly organized and validly existing under the laws of the United States
      of America or any state thereof, authorized under such laws to exercise
      corporate trust powers, having a combined capital and surplus of at least
      $50,000,000 and subject to supervision or examination by federal or state
      authority. If such entity publishes reports of condition at least annually,
      pursuant to law or to the requirements of the aforesaid supervising or examining
      authority, then for the purposes of this Section 8.06, the combined capital
      and surplus of such entity shall be deemed to be its combined capital and
      surplus as set forth in its most recent report of condition so published. The
      principal offices of each of the Trustee and the Trust Administrator (other
      than
      the initial Trustee and initial Trust Administrator) shall be in a state with
      respect to which an Opinion of Counsel has been delivered to such Trustee or
      Trust Administrator, as applicable, at the time such Trustee or Trust
      Administrator, as applicable, is appointed Trustee or Trust Administrator,
      as
      applicable, to the effect that the Trust will not be a taxable entity under
      the
      laws of such state. In case at any time the Trustee or the Trust Administrator
      shall cease to be eligible in accordance with the provisions of this
      Section 8.06, the Trustee or the Trust Administrator, as applicable, shall
      resign immediately in the manner and with the effect specified in
      Section 8.07.

     

    
      	SECTION
              8.07.  	
              Resignation
                and Removal of the Trustee or Trust
                Administrator.

            


    

     

    The
      Trustee or the Trust Administrator may at any time resign and be discharged
      from
      the trusts hereby created by giving written notice thereof to the Depositor,
      the
      NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, if
      the
      Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator
      is resigning, to the Trustee. Upon receiving such notice of resignation, the
      Depositor shall promptly appoint a successor Trustee or Trust Administrator,
      (which may be the same Person in the event both the Trustee and the Trust
      Administrator resign or are removed) acceptable to the NIMS Insurer by written
      instrument, in duplicate, one copy of which instrument shall be delivered to
      the
      resigning Trustee or Trust Administrator, as applicable, and one copy to the
      successor Trustee or Trust Administrator. If no successor Trustee or Trust
      Administrator, as applicable, shall have been so appointed and having accepted
      appointment within 30 days after the giving of such notice of resignation,
      the
      resigning Trustee or Trust Administrator may petition any court of competent
      jurisdiction for the appointment of a successor Trustee or Trust Administrator,
      as applicable.

     

    If
      the
      Trust Administrator and the Master Servicer are the same entity, then at any
      time the Trust Administrator resigns or is removed as Trust Administrator,
      the
      Master Servicer shall also be removed hereunder. 

     

    If
      at any
      time the Trustee or the Trust Administrator shall cease to be eligible in
      accordance with the provisions of Section 8.06 and shall fail to resign
      after written request therefor by the Depositor or the NIMS Insurer (or in
      the
      case of the Trust Administrator, the Trustee), or if at any time the Trustee
      or
      the Trust Administrator shall be legally unable to act, or shall be adjudged
      bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator
      or of its property shall be appointed, or any public officer shall take charge
      or control of the Trustee or the Trust Administrator or of its property or
      affairs for the purpose of rehabilitation, conservation or liquidation, then
      the
      Depositor, the NIMS Insurer, the Servicer or the Master Servicer may remove
      the
      Trustee or the Trust Administrator, as applicable. If the Depositor, the
      Servicer or the Master Servicer removes the Trustee or the Trust Administrator
      under the authority of the immediately preceding sentence, the Depositor shall
      promptly appoint a successor Trustee or Trust Administrator, as applicable,
      acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy
      of
      which instrument shall be delivered to the Trustee or Trust Administrator so
      removed and one copy to the successor Trustee or Trust
      Administrator.

     

    The
      Holders of Certificates entitled to at least 51% of the Voting Rights (or the
      NIMS Insurer upon failure of the Trustee to perform its obligations hereunder)
      may at any time remove the Trustee or the Trust Administrator and appoint a
      successor trustee acceptable to the NIMS Insurer, by written instrument or
      instruments, in triplicate, signed by such Holders or their attorneys-in-fact
      duly authorized, one complete set of which instruments shall be delivered to
      the
      Depositor, one complete set to the Trustee or Trust Administrator so removed
      and
      one complete set to the successor so appointed. A copy of such instrument shall
      be delivered to the Certificateholders, the Servicer and the Master Servicer
      by
      the Depositor.

     

    The
      Trust
      Administrator (i) may not be the Originator, the Servicer, the Depositor or
      an
      affiliate of the Depositor unless the Trust Administrator is an institutional
      trust department, (ii) must be authorized to exercise corporate trust powers
      under the laws of its jurisdiction of organization, and (iii) must be rated
      at
      least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by
      S&P or Moody’s, or such other rating as is acceptable to Fitch as evidenced
      by a Rating Agency confirmation. If no successor Trust Administrator shall
      have
      been appointed and shall have accepted appointment within 60 days after the
      Trust Administrator ceases to be the Trust Administrator pursuant to this
      Section 8.07, then the Trustee shall perform the duties of the Trust
      Administrator pursuant to this Agreement. The Trustee shall notify the Rating
      Agencies of any change of Trust Administrator.

     

    Any
      resignation or removal of the Trustee or Trust Administrator and appointment
      of
      a successor Trustee or Trust Administrator pursuant to any of the provisions
      of
      this Section shall not become effective until acceptance of appointment by
      the successor trustee as provided in Section 8.08.

     

    Notwithstanding
      anything to the contrary contained herein, the Master Servicer and the Trust
      Administrator shall at all times be the same Person.

     

    
      	SECTION
              8.08.  	
              Successor
                Trustee or Trust Administrator.

            


    

     

    Any
      successor Trustee or Trust Administrator appointed as provided in
      Section 8.07 shall execute, acknowledge and deliver to the Depositor, the
      NIMS Insurer, the Servicer, the Master Servicer and to its predecessor Trustee
      or Trust Administrator an instrument accepting such appointment hereunder,
      and
      thereupon the resignation or removal of the predecessor Trustee or Trust
      Administrator shall become effective, and such successor Trustee or Trust
      Administrator, without any further act, deed or conveyance, shall become fully
      vested with all the rights, powers, duties and obligations of its predecessor
      hereunder, with like effect as if originally named as Trustee or Trust
      Administrator. The Depositor and the predecessor Trustee or Trust Administrator
      shall execute and deliver such instruments and do such other things as may
      reasonably be required for fully and certainly vesting and confirming in the
      successor Trustee Trust Administrator all such rights, powers, duties and
      obligations.

     

    No
      successor Trustee or Trust Administrator shall accept appointment as provided
      in
      this Section 8.08 unless at the time of such acceptance such successor
      Trustee or Trust Administrator shall be eligible under the provisions of
      Section 8.06 and the appointment of such successor Trustee or Trust
      Administrator shall not result in a downgrading of the Regular Certificates
      by
      any Rating Agency, as evidenced by a letter from each Rating
      Agency.

     

    Upon
      acceptance of appointment by a successor Trustee or Trust Administrator as
      provided in this Section 8.08, the successor Trustee or Trust Administrator
      shall mail notice of the appointment of a successor Trustee or Trust
      Administrator hereunder to all Holders of Certificates at their addresses as
      shown in the Certificate Register and to each Rating Agency.

     

    
      	SECTION
              8.09.  	
              Merger
                or Consolidation of Trustee or Trust
                Administrator.

            


    

     

    Any
      entity into which the Trustee or the Trust Administrator may be merged or
      converted or with which it may be consolidated, or any entity resulting from
      any
      merger, conversion or consolidation to which the Trustee or the Trust
      Administrator shall be a party, or any entity succeeding to the business of
      the
      Trustee or Trust Administrator, shall be the successor of the Trustee or the
      Trust Administrator hereunder, as applicable, provided such entity shall be
      eligible under the provisions of Section 8.06 and 8.08, without the
      execution or filing of any paper or any further act on the part of any of the
      parties hereto, anything herein to the contrary notwithstanding.

     

    
      	SECTION
              8.10.  	
              Appointment
                of Co-Trustee or Separate Trustee.

            


    

     

    Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of REMIC I or property
      securing the same may at the time be located, the Trustee shall have the power
      and shall execute and deliver all instruments to appoint one or more Persons
      approved by the Trustee and the NIMS Insurer to act as co-trustee or
      co-trustees, jointly with the Trustee, or separate trustee or separate trustees,
      of all or any part of REMIC I, and to vest in such Person or Persons, in such
      capacity, such title to REMIC I, or any part thereof, and, subject to the other
      provisions of this Section 8.10, such powers, duties, obligations, rights
      and trusts as the Trustee may consider necessary or desirable. Any such
      co-trustee or separate trustee shall be subject to the written approval of
      the
      NIMS Insurer. If the NIMS Insurer shall not have joined in such appointment
      within 15 days after the receipt by it of a request to do so, the Trustee alone
      shall have the power to make such appointment. No co-trustee or separate trustee
      hereunder shall be required to meet the terms of eligibility as a successor
      trustee under Section 8.06 hereunder and no notice to Holders of
      Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
      be
      required under Section 8.08 hereof.

     

    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 8.10 all rights, powers, duties and obligations conferred or
      imposed upon the Trustee shall be conferred or imposed upon and exercised or
      performed by the Trustee and such separate trustee or co-trustee jointly, except
      to the extent that under any law of any jurisdiction in which any particular
      act
      or acts are to be performed by the Trustee (whether as Trustee hereunder or
      as
      successor to a defaulting Master Servicer hereunder), the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to REMIC
      I or any portion thereof in any such jurisdiction) shall be exercised and
      performed by such separate trustee or co-trustee at the direction of the
      Trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      VIII. Each separate trustee and co-trustee, upon its acceptance of the trust
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee, or separately,
      as
      may be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee and a copy thereof given to
      the
      NIMS Insurer.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor trustee or co-trustee.

     

    
      	SECTION
              8.11.  	
              Appointment
                of Office or Agency; Appointment of
                Custodian.

            


    

     

    The
      Trust
      Administrator will appoint an office or agency in the City of Minneapolis,
      Minnesota where the Certificates may be surrendered for registration of transfer
      or exchange, and presented for final distribution, and where notices and demands
      to or upon the Trust Administrator in respect of the Certificates and this
      Agreement may be served.

     

    The
      Trustee may, with the consent of the Depositor, the Servicer, the Master
      Servicer and the NIMS Insurer, appoint a Custodian to hold all or a portion
      of
      the Mortgage Files as agent for the Trustee, by entering into the Custodial
      Agreement. The appointment of the Custodian may be terminated pursuant to the
      Custodial Agreement and a substitute Custodian appointed therefor upon the
      reasonable request of the Servicer, the Master Servicer or the NIMS Insurer
      to
      the Trustee, the consent to which shall not be unreasonably withheld. Deutsche
      Bank National Trust Company is hereby appointed as Custodian, and the Depositor,
      the Servicer and the Master Servicer each consent to such appointment. Subject
      to Article VIII hereof, the Trustee agrees to comply with the terms of the
      Custodial Agreement and to enforce the terms and provisions thereof against
      the
      Custodian, if applicable, for the benefit of the Certificateholders having
      an
      interest in any Mortgage File held by the Custodian. The Custodian shall be
      a
      depository institution or trust company subject to supervision by federal or
      state authority, shall have combined capital and surplus of at least $10,000,000
      and shall be qualified to do business in the jurisdiction in which it holds
      any
      Mortgage File. Subject to Section 8.02(a), in no event shall the
      appointment of the Custodian pursuant to the Custodial Agreement diminish the
      obligations of the Trustee hereunder.

     

    
      	SECTION
              8.12.  	
              Representations
                and Warranties.

            


    

     

    Each
      of
      the Trustee and the Trust Administrator hereby represents and warrants to the
      Servicer, the Master Servicer and the Depositor, as of the Closing Date,
      that:

     

    (i)  It
      is a
      national banking association duly organized, validly existing and in good
      standing under the laws of the United States of America.

     

    (ii)  The
      execution and delivery of this Agreement by it, and the performance and
      compliance with the terms of this Agreement by it, will not violate its articles
      of association or bylaws or constitute a default (or an event which, with notice
      or lapse of time, or both, would constitute a default) under, or result in
      the
      breach of, any material agreement or other instrument to which it is a party
      or
      which is applicable to it or any of its assets.

     

    (iii)  It
      has
      the full power and authority to enter into and consummate all transactions
      contemplated by this Agreement, has duly authorized the execution, delivery
      and
      performance of this Agreement, and has duly executed and delivered this
      Agreement.

     

    (iv)  This
      Agreement, assuming due authorization, execution and delivery by the other
      parties hereto, constitutes a valid, legal and binding obligation of it,
      enforceable against it in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, receivership, reorganization, moratorium
      and
      other laws affecting the enforcement of creditors’ rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

     

    (v)  It
      is not
      in violation of, and its execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not constitute
      a violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in its good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability of
      it
      to perform its obligations under this Agreement or its financial
      condition.

     

    (vi)  No
      litigation is pending or, to the best of its knowledge, threatened against
      it,
      which would prohibit it from entering into this Agreement or, in its good faith
      reasonable judgment, is likely to materially and adversely affect either the
      ability of it to perform its obligations under this Agreement or its financial
      condition.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      IX  

     

    TERMINATION

     

    
      	SECTION
              9.01.  	
              Termination
                Upon Repurchase or Liquidation of All Mortgage
                Loans.

            


    

     

    (a)  Subject
      to Section 9.02, the respective obligations and responsibilities under this
      Agreement of the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator and the Trustee (other than the indemnification obligations of
      the
      Servicer and the Master Servicer pursuant to Section 6.03 and of the
      Servicer to make remittances to the Trust Administrator and the Trust
      Administrator to make payments in respect of the REMIC I Regular Interests
      and
      the Classes of Certificates as hereinafter set forth) shall terminate upon
      payment to the Certificateholders and the deposit of all amounts held by or
      on
      behalf of the Trust Administrator and required hereunder to be so paid or
      deposited on the Distribution Date coinciding with or following the earlier
      to
      occur of (i) the purchase by the Terminator (as defined below) of all Mortgage
      Loans and each REO Property remaining in REMIC I and (ii) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan or REO Property remaining in REMIC I; provided, however, that in no event
      shall the trust created hereby continue beyond the earlier of (i) the expiration
      of 21 years from the death of the last survivor of the descendants of Joseph
      P.
      Kennedy, the late ambassador of the United States to the Court of St. James,
      living on the date hereof and (ii) the Latest Possible Maturity Date as defined
      in the Preliminary Statement. Subject to Section 3.10 hereof, the purchase
      by the Terminator of all Mortgage Loans and each REO Property remaining in
      REMIC
      I shall be at a price (the “Termination Price”) equal to the greater of (i) the
      Stated Principal Balance of the Mortgage Loans and the appraised value of any
      REO Properties, such appraisal to be conducted by an Independent appraiser
      mutually agreed upon by the Terminator and the Trust Administrator in their
      reasonable discretion and (ii) the fair market value of all of the assets of
      REMIC I (as determined by the Terminator and the Trust Administrator, as of
      the
      close of business on the third Business Day next preceding the date upon which
      notice of any such termination is furnished to Certificateholders pursuant
      to
      clause (c) of this Section 9.01) in each case, plus accrued and unpaid
      interest thereon at the weighted average of the Mortgage Rates through the
      end
      of the Due Period preceding the final Distribution Date plus unreimbursed
      Advances, Servicing Advances and any unpaid Servicing Fees allocable to such
      Mortgage Loans and REO Properties and any other amounts owed to the Servicer,
      the Master Servicer, the Trust Administrator or the Trustee under this
      Agreement, any accrued and unpaid Net WAC Rate Carryover Amount and any Swap
      Termination Payment payable to the Swap Provider then remaining unpaid or which
      is due to the exercise of such option; provided, however, such option may only
      be exercised if (i) the Termination Price is sufficient to pay all interest
      accrued on, as well as amounts necessary to retire the principal balance of,
      each class of notes issued pursuant to the Indenture and any remaining amounts
      owed to the trustee under the Indenture and the NIMS Insurer on the date such
      notes are retired and (ii) the fair market value of the Mortgage Loans and
      REO
      Properties determined as described above is at least equal to the Stated
      Principal Balance of the Mortgage Loans (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) and the appraised value of the REO
      Properties.

     

    (b)  The
      majority holder of the Class CE Certificates (so long as such Holder is not
      the
      Seller or an affiliate of the Seller), or if such majority holder fails to
      exercise such right, the Master Servicer, or if the Master Servicer fails to
      exercise such option the Servicer, shall have the right (the party exercising
      such right, the “Terminator”), to purchase all of the Mortgage Loans and each
      REO Property remaining in REMIC I pursuant to clause (i) of the preceding
      paragraph no later than the Determination Date in the month immediately
      preceding the Distribution Date on which the Certificates will be retired;
      provided, however, that the Terminator may elect to purchase all of the Mortgage
      Loans and each REO Property remaining in REMIC I pursuant to clause (i) above
      only if the aggregate Stated Principal Balance of the Mortgage Loans and each
      REO Property remaining in the Trust Fund at the time of such election is equal
      to or less than 10% of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Cut-off Date. In addition, to the extent that the Terminator
      has
      not exercised such option, the NIMS Insurer, if any, may purchase all of the
      Mortgage Loans and any REO Properties and retire the Certificates when the
      aggregate Stated Principal Balance of the Mortgage Loans and any REO Properties
      is equal to or less than 5% of the aggregate Stated Principal Balance of the
      Mortgage Loans as of the Cut-off Date. By acceptance of the Residual
      Certificates, the Holder of the Residual Certificates agrees for so long as
      any
      notes insured by the NIMS Insurer and secured by all or a portion of the Class
      CE, Class P or Class R Certificates are outstanding, in connection with any
      termination hereunder, to assign and transfer any amounts in excess of par,
      and
      to the extent received in respect of such termination, to pay any such amounts
      to the Holders of the Class CE Certificates.

     

    (c)  Notice
      of
      the liquidation of the Certificates shall be given promptly by the Trust
      Administrator by letter to Certificateholders and the NIMS Insurer mailed (a)
      in
      the event such notice is given in connection with the purchase of the Mortgage
      Loans and each REO Property by the Terminator, not earlier than the
      10th
      day and
      not later than the 20th
      day of
      the month next preceding the month of the final distribution on the Certificates
      or (b) otherwise during the month of such final distribution on or before the
      Determination Date in such month, in each case specifying (i) the Distribution
      Date upon which the Trust Fund will terminate and the final payment in respect
      of the REMIC I Regular Interests and the Certificates will be made upon
      presentation and surrender of the related Certificates at the office of the
      Trust Administrator therein designated, (ii) the amount of any such final
      payment, (iii) that no interest shall accrue in respect of the REMIC I Regular
      Interests or the Certificates from and after the Accrual Period relating to
      the
      final Distribution Date therefor and (iv) that the Record Date otherwise
      applicable to such Distribution Date is not applicable, payments being made
      only
      upon presentation and surrender of the Certificates at the office of the Trust
      Administrator. In the event such notice is given in connection with the purchase
      of all of the Mortgage Loans and each REO Property remaining in REMIC I by
      the
      Terminator, the Terminator shall deliver to the Trust Administrator for deposit
      in the Distribution Account not later than the last Business Day of the month
      next preceding the month of the final distribution on the Certificates an amount
      in immediately available funds equal to the Termination Price. The Trust
      Administrator shall remit to the Servicer from such funds deposited in the
      Distribution Account (i) any amounts which the Servicer would be permitted
      to
      withdraw and retain from the Collection Account pursuant to Section 3.11 and
      (ii) any other amounts otherwise payable by the Trust Administrator to the
      Servicer from amounts on deposit in the Distribution Account pursuant to the
      terms of this Agreement, in each case prior to making any final distributions
      pursuant to Section 9.01(d) below. Upon certification to the Trustee and the
      Trust Administrator by the Terminator of the making of such final deposit,
      the
      Trust Administrator shall promptly release to the Terminator the Mortgage Files
      for the remaining Mortgage Loans, and the Trustee shall execute all assignments,
      endorsements and other instruments necessary to effectuate such
      transfer.

     

    (d)  Upon
      presentation of the Certificates by the Certificateholders on the final
      Distribution Date, the Trust Administrator shall distribute to each
      Certificateholder so presenting and surrendering its Certificates the amount
      otherwise distributable on such Distribution Date in accordance with
      Section 4.01 in respect of the Certificates so presented and surrendered.
      Any funds not distributed to any Holder or Holders of Certificates being retired
      on such Distribution Date because of the failure of such Holder or Holders
      to
      tender their Certificates shall, on such date, be set aside and held in trust
      and credited to the account of the appropriate non-tendering Holder or Holders.
      If any Certificates as to which notice has been given pursuant to this
      Section 9.01 shall not have been surrendered for cancellation within six
      months after the time specified in such notice, the Trust Administrator shall
      mail a second notice to the remaining non-tendering Certificateholders to
      surrender their Certificates for cancellation in order to receive the final
      distribution with respect thereto.  If within one year after the second
      notice all such Certificates shall not have been surrendered for cancellation,
      the Trust Administrator shall, directly or through an agent, mail a final notice
      to the remaining non-tendering Certificateholders concerning surrender of their
      Certificates. The costs and expenses of maintaining the funds in trust and
      of
      contacting such Certificateholders shall be paid out of the assets remaining
      in
      the Trust Fund. If within one year after the final notice any such Certificates
      shall not have been surrendered for cancellation, the Trust Administrator shall
      pay to UBS Securities LLC all such amounts, and all rights of non-tendering
      Certificateholders in or to such amounts shall thereupon cease. No interest
      shall accrue or be payable to any Certificateholder on any amount held in trust
      by the Trust Administrator as a result of such Certificateholder’s failure to
      surrender its Certificate(s) for final payment thereof in accordance with this
      Section 9.01. Any such amounts held in trust by the Trust Administrator
      shall be held in an Eligible Account and the Trust Administrator may direct
      any
      depository institution maintaining such account to invest the funds in one
      or
      more Permitted Investments. All income and gain realized from the investment
      of
      funds deposited in such accounts held in trust by the Trust Administrator shall
      be for the benefit of the Trust Administrator; provided, however, that the
      Trust
      Administrator shall deposit in such account the amount of any loss of principal
      incurred in respect of any such Permitted Investment made with funds in such
      accounts immediately upon the realization of such loss.

     

    Immediately
      following the deposit of funds in trust hereunder in respect of the
      Certificates, the Trust Fund shall terminate.

     

    
      	SECTION
              9.02.  	
              Additional
                Termination Requirements.

            


    

     

    (a)  In
      the
      event that the Terminator purchases all the Mortgage Loans and each REO Property
      or the final payment on or other liquidation of the last Mortgage Loan or REO
      Property remaining in REMIC I pursuant to Section 9.01, the Trust Fund
      shall be terminated in accordance with the following additional requirements,
      unless the Trust Administrator and the Servicer have received an Opinion of
      Counsel, which Opinion of Counsel shall be at the expense of the Terminator
      (or
      in connection with a termination resulting from the final payment on or other
      liquidation of the last Mortgage Loan or REO Property remaining in REMIC I,
      which Opinion of Counsel shall be at the expense of the person seeking
      nonadherence to the following additional requirements but which in no event
      shall be at the expense of the Trust Fund or, unless it is the person seeking
      nonadherence to the following additional requirements, the Servicer or the
      Trust
      Administrator), to the effect that the failure of REMIC I to comply with such
      additional requirements of this Section 9.02 will not (A) result in the
      imposition on the Trust Fund of taxes on “prohibited transactions,” as described
      in Section 860F of the Code, or (B) cause REMIC I to fail to qualify as a
      REMIC at any time that any Certificate is outstanding:

     

    (i)  The
      Trust
      Administrator shall specify the first day in the 90-day liquidation period
      in a
      statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury
      regulation Section 1.860F-1 and shall satisfy all requirements of a
      qualified liquidation under Section 860F of the Code and any regulations
      thereunder, as evidenced by an Opinion of Counsel obtained at the expense of
      the
      Terminator;

     

    (ii)  During
      such 90-day liquidation period and, at or prior to the time of making of the
      final payment on the Certificates, the Trustee shall sell all of the assets
      of
      REMIC I to the Terminator for cash; and

     

    (iii)  At
      the
      time of the making of the final payment on the Certificates, the Trust
      Administrator shall distribute or credit, or cause to be distributed or
      credited, to the Holders of the Residual Certificates all cash on hand in the
      Trust Fund (other than cash retained to meet claims), and the Trust Fund shall
      terminate at that time.

     

    (b)  At
      the
      expense of the Terminator, the Depositor shall prepare or cause to be prepared
      the documentation required in connection with the adoption of a plan of
      liquidation of each Trust REMIC pursuant to this Section 9.02.

     

    (c)  By
      their
      acceptance of Certificates, the Holders thereof hereby agree to authorize the
      Trust Administrator to specify the 90-day liquidation period for each Trust
      REMIC, which authorization shall be binding upon all successor
      Certificateholders.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      X  

     

    REMIC
      PROVISIONS

     

    
      	SECTION
              10.01.  	
              REMIC
                Administration.

            


    

     

    (a)  The
      Trustee shall elect to treat each Trust REMIC as a REMIC under the Code and,
      if
      necessary, under applicable state law. Each such election will be made by the
      Trustee on Form 1066 or other appropriate federal tax or information return
      or
      any appropriate state return for the taxable year ending on the last day of
      the
      calendar year in which the Certificates are issued. For the purposes of the
      REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be
      designated as the Regular Interests in REMIC I and the Class R-I Interest shall
      be designated as the Residual Interest in REMIC I. For the purposes of the
      REMIC
      election in respect of REMIC II, the REMIC II Regular Interests shall be
      designated as the Regular Interests in REMIC II and the Class R-II Interest
      shall be designated as the Residual Interest in REMIC II. The Class A
      Certificates, the Mezzanine Certificates, the Class CE Interest, the Class
      P
      Interest and the Class Swap-IO Interest shall be designated as the Regular
      Interests in REMIC III and the Class R-III Interest shall be designated as
      the
      Residual Interest in REMIC III. The CE Certificates shall be designated as
      the
      Regular Interests in REMIC IV and the Class R-IV Interest shall be designated
      as
      the Residual Interest in REMIC IV. The P Certificates shall be designated as
      the
      Regular Interests in REMIC V and the Class R-V Interest shall be designated
      as
      the Residual Interest in REMIC V. REMIC VI Regular Interest SWAP-IO shall be
      designated as the Regular Interests in REMIC VI and the Class R-VI Interest
      shall be designated as the Residual Interest in REMIC VI. The Trustee shall
      not
      permit the creation of any “interests” in any Trust REMIC (within the meaning of
      Section 860G of the Code) other than the interests identified above as Regular
      Interests or Residual Interests in REMIC I, REMIC II, REMIC III, REMIC IV,
      REMIC
      V or REMIC VI.

     

    (b)  The
      Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
      within the meaning of Section 860G(a)(9) of the Code.

     

    (c)  The
      Trust
      Administrator shall be reimbursed for any and all expenses relating to any
      tax
      audit of the Trust Fund (including, but not limited to, any professional fees
      or
      any administrative or judicial proceedings with respect to any Trust REMIC
      that
      involve the Internal Revenue Service or state tax authorities), including the
      expense of obtaining any tax related Opinion of Counsel except as specified
      herein. The Trust Administrator, as agent for each Trust REMIC’s tax matters
      person shall (i) act on behalf of the Trust Fund in relation to any tax matter
      or controversy involving any Trust REMIC and (ii) represent the Trust Fund
      in
      any administrative or judicial proceeding relating to an examination or audit
      by
      any governmental taxing authority with respect thereto. The holder of the
      largest Percentage Interest of the Residual Certificates shall be designated,
      in
      the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury
      Regulations Section 301.6231(a)(7)-1, as the tax matters person of the related
      REMIC created hereunder. By their acceptance thereof, the holder of the largest
      Percentage Interest of the Residual Certificates hereby agrees to irrevocably
      appoint the Trust Administrator or an Affiliate as its agent to perform all
      of
      the duties of the tax matters person for the Trust Fund.

     

    (d)  The
      Trust
      Administrator shall prepare, sign and file all of the Tax Returns (including
      Form 8811, which must be filed within 30 days following the Closing Date) in
      respect of each Trust REMIC. The expenses of preparing and filing such returns
      shall be borne by the Trust Administrator without any right of reimbursement
      therefor.

     

    (e)  The
      Trust
      Administrator shall perform on behalf of each Trust REMIC all reporting and
      other tax compliance duties that are the responsibility of such REMIC under
      the
      Code, the REMIC Provisions or other compliance guidance issued by the Internal
      Revenue Service or any state or local taxing authority. Among its other duties,
      as required by the Code, the REMIC Provisions or other such compliance guidance,
      the Trust Administrator shall provide (i) to any Transferor of a Residual
      Certificate such information as is necessary for the application of any tax
      relating to the transfer of a Residual Certificate to any Person who is not
      a
      Permitted Transferee, (ii) to the Certificateholders such information or reports
      as are required by the Code or the REMIC Provisions including reports relating
      to interest, original issue discount and market discount or premium (using
      the
      Prepayment Assumption as required) and (iii) to the Internal Revenue Service
      the
      name, title, address and telephone number of the person who will serve as the
      representative of each Trust REMIC. The Depositor shall provide or cause to
      be
      provided to the Trust Administrator, within ten (10) days after the Closing
      Date, all information or data that the Trust Administrator reasonably determines
      to be relevant for tax purposes as to the valuations and issue prices of the
      Certificates, including, without limitation, the price, yield, prepayment
      assumption and projected cash flow of the Certificates.

     

    (f)  The
      Trust
      Administrator shall take such action and shall cause each Trust REMIC to take
      such action as shall be necessary to create or maintain the status thereof
      as a
      REMIC under the REMIC Provisions. Neither the Trust Administrator nor the
      Trustee shall take any action or cause the Trust Fund to take any action or
      fail
      to take (or fail to cause to be taken) any action that, under the REMIC
      Provisions, if taken or not taken, as the case may be, could (i) endanger the
      status of any Trust REMIC as a REMIC or (ii) result in the imposition of a
      tax
      upon the Trust Fund (including but not limited to the tax on prohibited
      transactions as defined in Section 860F(a)(2) of the Code and the tax on
      contributions to a REMIC set forth in Section 860G(d) of the Code) (either
      such event, an “Adverse REMIC Event”) unless the Trustee, the Trust
      Administrator and the NIMS Insurer have received an Opinion of Counsel,
      addressed to the Trustee and the Trust Administrator (at the expense of the
      party seeking to take such action but in no event at the expense of the Trustee
      or the Trust Administrator) to the effect that the contemplated action will
      not,
      with respect to any Trust REMIC, endanger such status or result in the
      imposition of such a tax, nor shall the Servicer take or fail to take any action
      (whether or not authorized hereunder) as to which the Trustee, the Trust
      Administrator or the NIMS Insurer has advised it in writing that it has received
      an Opinion of Counsel to the effect that an Adverse REMIC Event could occur
      with
      respect to such action; provided that the Servicer may conclusively rely on
      such
      Opinion of Counsel and shall incur no liability for its action or failure to
      act
      in accordance with such Opinion of Counsel. In addition, prior to taking any
      action with respect to any Trust REMIC or the respective assets of each, or
      causing any Trust REMIC to take any action, which is not contemplated under
      the
      terms of this Agreement, the Servicer will consult with the Trustee, the Trust
      Administrator, the Master Servicer, the NIMS Insurer or their respective
      designees, in writing, with respect to whether such action could cause an
      Adverse REMIC Event to occur with respect to any Trust REMIC and the Servicer
      shall not take any such action or cause any Trust REMIC to take any such action
      as to which the Trustee, the Trust Administrator, the Master Servicer or the
      NIMS Insurer has advised it in writing that an Adverse REMIC Event could occur;
      provided that the Servicer may conclusively rely on such writing and shall
      incur
      no liability for its action or failure to act in accordance with such writing.
      The Trustee, the Trust Administrator, the Master Servicer or the NIMS Insurer
      may consult with counsel to make such written advice, and the cost of same
      shall
      be borne by the party seeking to take the action not permitted by this
      Agreement, but in no event shall such cost be an expense of the Trustee, the
      Trust Administrator or the Master Servicer. At all times as may be required
      by
      the Code, the Trust Administrator will ensure that substantially all of the
      assets of REMIC I will consist of “qualified mortgages” as defined in
      Section 860G(a)(3) of the Code and “permitted investments” as defined in
      Section 860G(a)(5) of the Code, to the extent such obligations are within
      the Trust Administrator’s control and not otherwise inconsistent with the terms
      of this Agreement.

     

    (g)  In
      the
      event that any tax is imposed on “prohibited transactions” of any REMIC created
      hereunder as defined in Section 860F(a)(2) of the Code, on the “net income
      from foreclosure property” of such REMIC as defined in Section 860G(c) of
      the Code, on any contributions to any such REMIC after the Startup Day therefor
      pursuant to Section 860G(d) of the Code, or any other tax is imposed by the
      Code or any applicable provisions of state or local tax laws, such tax shall
      be
      charged (i) to the Trust Administrator pursuant to Section 10.03 hereof, if
      such tax arises out of or results from a breach by the Trust Administrator
      of
      any of its obligations under this Article X, (ii) to the Trustee pursuant to
      Section 10.03 hereof, if such tax arises out of or results from a breach by
      the Trustee of any of its obligations under this Article X, (iii) to the Master
      Servicer pursuant to Section 10.03 hereof, if such tax arises out of or
      results from a breach by the Master Servicer of any of its obligations under
      Article III or this Article X, (iv) to the Servicer pursuant to
      Section 10.03 hereof, if such tax arises out of or results from a breach by
      the Master Servicer of any of its obligations under Article III or this Article
      X or (v) against amounts on deposit in the Distribution Account and shall be
      paid by withdrawal therefrom.

     

    (h)  [Reserved].

     

    (i)  The
      Trust
      Administrator shall, for federal income tax purposes, maintain books and records
      with respect to each Trust REMIC on a calendar year and on an accrual
      basis.

     

    (j)  Following
      the Startup Day, none of the Servicer, the Master Servicer, the Trust
      Administrator or the Trustee shall accept any contributions of assets to any
      Trust REMIC other than in connection with any Qualified Substitute Mortgage
      Loan
      delivered in accordance with Section 2.03 unless it shall have received an
      Opinion of Counsel to the effect that the inclusion of such assets in the Trust
      Fund will not cause the related REMIC to fail to qualify as a REMIC at any
      time
      that any Certificates are outstanding or subject such REMIC to any tax under
      the
      REMIC Provisions or other applicable provisions of federal, state and local
      law
      or ordinances.

     

    (k)  None
      of
      the Trustee, the Trust Administrator, the Servicer or the Master Servicer shall
      enter into any arrangement by which any Trust REMIC will receive a fee or other
      compensation for services nor permit either REMIC to receive any income from
      assets other than “qualified mortgages” as defined in Section 860G(a)(3) of
      the Code or “permitted investments” as defined in Section 860G(a)(5) of the
      Code.

     

    
      	SECTION
              10.02.  	
              Prohibited
                Transactions and Activities.

            


    

     

    None
      of
      the Depositor, the Servicer, the Master Servicer, the Trust Administrator or
      the
      Trustee shall sell, dispose of or substitute for any of the Mortgage Loans
      (except in connection with (i) the foreclosure of a Mortgage Loan, including
      but
      not limited to, the acquisition or sale of a Mortgaged Property acquired by
      deed
      in lieu of foreclosure, (ii) the bankruptcy of REMIC I, (iii) the termination
      of
      REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant
      to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant
      to
      Article II or III of this Agreement), nor acquire any assets for any Trust
      REMIC
      (other than REO Property acquired in respect of a defaulted Mortgage Loan),
      nor
      sell or dispose of any investments in the Collection Account or the Distribution
      Account for gain, nor accept any contributions to any Trust REMIC after the
      Closing Date (other than a Qualified Substitute Mortgage Loan delivered in
      accordance with Section 2.03), unless it has received an Opinion of
      Counsel, addressed to the Trustee, the Trust Administrator and the NIMS Insurer
      (at the expense of the party seeking to cause such sale, disposition,
      substitution, acquisition or contribution but in no event at the expense of
      the
      Trustee or the Trust Administrator) that such sale, disposition, substitution,
      acquisition or contribution will not (a) affect adversely the status of any
      Trust REMIC as a REMIC or (b) cause any Trust REMIC to be subject to a tax
      on
“prohibited transactions” or “contributions” pursuant to the REMIC
      Provisions.

     

    
      	SECTION
              10.03.  	
              Servicer,
                Master Servicer and Trustee
                Indemnification.

            


    

     

    (a)  In
      the
      event that any Trust REMIC fails to qualify as a REMIC, loses its status as
      a
      REMIC, or incurs federal, state or local taxes as a result of a prohibited
      transaction or prohibited contribution under the REMIC Provisions due to (i)
      the
      negligent performance by the Trustee or the Trust Administrator of its duties
      and obligations set forth herein or (ii) any state, local or franchise taxes
      imposed upon the Trust Fund as a result of the location of the Trustee or the
      Trust Administrator or any co-trustee, the Trustee or the Trust Administrator,
      as applicable, shall indemnify the NIMS Insurer, the Servicer, the Master
      Servicer and the Trust Fund against any and all Losses resulting from such
      negligence, including, without limitation, any reasonable attorneys’ fees
      imposed on or incurred as a result of a breach of the Trustee’s or the Trust
      Administrator’s, as applicable, or any co-trustee’s covenants; provided,
      however,
      that
      the Trustee or the Trust Administrator, as applicable, shall not be liable
      for
      any such Losses attributable to the action or inaction of the Servicer, the
      Master Servicer, the Depositor or the Holder of such Residual Certificate,
      as
      applicable, nor for any such Losses resulting from misinformation provided
      by
      the Holder of such Residual Certificate on which the Trustee or the Trust
      Administrator, as applicable, has relied. The foregoing shall not be deemed
      to
      limit or restrict the rights and remedies of the Holder of such Residual
      Certificate now or hereafter existing at law or in equity. Notwithstanding
      the
      foregoing, however, in no event shall the Trustee or the Trust Administrator,
      as
      applicable, have any liability (1) for any action or omission that is taken
      in
      accordance with and in compliance with the express terms of, or which is
      expressly permitted by the terms of, this Agreement, (2) for any Losses other
      than arising out of a negligent performance by the Trustee or the Trust
      Administrator, as applicable, of its duties and obligations set forth herein,
      and (3) for any special or consequential damages to Certificateholders (in
      addition to payment of principal and interest on the Certificates).

     

    (b)  In
      the
      event that any Trust REMIC fails to qualify as a REMIC, loses its status as
      a
      REMIC, or incurs federal, state or local taxes as a result of a prohibited
      transaction or prohibited contribution under the REMIC Provisions due to the
      negligent performance by the Master Servicer of its duties and obligations
      set
      forth herein, the Master Servicer shall indemnify the NIMS Insurer, the
      Servicer, the Trustee, the Trust Administrator and the Trust Fund against any
      and all losses, claims, damages, liabilities or expenses (“Losses”) resulting
      from such negligence, including, without limitation, any reasonable attorneys’
fees imposed on or incurred as a result of a breach of the Master Servicer’s
      covenants; provided,
      however,
      that
      the Master Servicer shall not be liable for any such Losses attributable to
      the
      action or inaction of the Trustee, the Trust Administrator, the Servicer, the
      Depositor or the Holder of such Residual Certificate, as applicable, nor for
      any
      such Losses resulting from misinformation provided by the Holder of such
      Residual Certificate on which the Master Servicer has relied. The foregoing
      shall not be deemed to limit or restrict the rights and remedies of the Holder
      of such Residual Certificate now or hereafter existing at law or in equity.
      Notwithstanding the foregoing, however, in no event shall the Master Servicer
      have any liability (1) for any action or omission that is taken in accordance
      with and in compliance with the express terms of, or which is expressly
      permitted by the terms of, this Agreement, (2) for any Losses other than arising
      out of a negligent performance by the Master Servicer of its duties and
      obligations set forth herein, and (3) for any special or consequential damages
      to Certificateholders (in addition to payment of principal and interest on
      the
      Certificates).

     

    (c)  In
      the
      event that any Trust REMIC fails to qualify as a REMIC, loses its status as
      a
      REMIC, or incurs federal, state or local taxes as a result of a prohibited
      transaction or prohibited contribution under the REMIC Provisions due to (i)
      the
      negligent performance by the Servicer of its duties and obligations set forth
      herein or (ii) any state, local or franchise taxes imposed upon the Trust Fund
      as a result of the location of the Servicer or any sub-servicer, the Servicer
      shall indemnify the NIMS Insurer, the Master Servicer, the Trustee, the Trust
      Administrator and the Trust Fund against any and all losses, claims, damages,
      liabilities or expenses (“Losses”) resulting from such negligence, including,
      without limitation, any reasonable attorneys’ fees imposed on or incurred as a
      result of a breach of the Servicer’s or any sub-servicer’s covenants;
provided,
      however,
      that
      the Servicer shall not be liable for any such Losses attributable to the action
      or inaction of the Master Servicer, the Trustee, the Trust Administrator, the
      Depositor or the Holder of such Residual Certificate, as applicable, nor for
      any
      such Losses resulting from misinformation provided by the Holder of such
      Residual Certificate on which the Servicer has relied. The foregoing shall
      not
      be deemed to limit or restrict the rights and remedies of the Holder of such
      Residual Certificate now or hereafter existing at law or in equity.
      Notwithstanding the foregoing, however, in no event shall the Servicer have
      any
      liability (1) for any action or omission that is taken in accordance with and
      in
      compliance with the express terms of, or which is expressly permitted by the
      terms of, this Agreement, (2) for any Losses other than arising out of a
      negligent performance by the Servicer of its duties and obligations set forth
      herein, and (3) for any special or consequential damages to Certificateholders
      (in addition to payment of principal and interest on the
      Certificates).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      XI  

     

    MISCELLANEOUS
      PROVISIONS

     

    
      	SECTION
              11.01.  	
              Amendment.

            


    

     

    This
      Agreement may be amended from time to time by the Depositor, the Servicer,
      the
      Master Servicer, the Trust Administrator and the Trustee with the consent of
      the
      NIMS Insurer and without the consent of any of the Certificateholders, (i)
      to
      cure any ambiguity or defect, (ii) to correct, modify or supplement any
      provisions herein (including to give effect to the expectations of
      Certificateholders), or (iii) to make any other provisions with respect to
      matters or questions arising under this Agreement which shall not be
      inconsistent with the provisions of this Agreement, provided that such action
      shall not adversely affect in any material respect the interests of any
      Certificateholder as evidenced by either (i) an Opinion of Counsel delivered
      to
      the Servicer, the Master Servicer, the Trustee, the Trust Administrator and
      the
      NIMS Insurer or (ii) confirmation from the Rating Agencies, delivered to the
      Servicer, the Master Servicer, the Trustee, the Trust Administrator and the
      NIMS
      Insurer, that such amendment will not result in the reduction or withdrawal
      of
      the rating of any outstanding Class of Certificates. No amendment shall be
      deemed to adversely affect in any material respect the interests of any
      Certificateholder who shall have consented thereto, and no Opinion of Counsel
      shall be required to address the effect of any such amendment on any such
      consenting Certificateholder.

     

    This
      Agreement may also be amended from time to time by the Depositor, the Servicer,
      the Master Servicer, the Trust Administrator, the NIMS Insurer and the Trustee
      with the consent of the NIMS Insurer and the Holders of Certificates entitled
      to
      at least 66% of the Voting Rights for the purpose of adding any provisions
      to or
      changing in any manner or eliminating any of the provisions of this Agreement
      or
      of modifying in any manner the rights of the Swap Provider or Holders of
      Certificates; provided, however, that no such amendment shall (i) reduce in
      any
      manner the amount of, or delay the timing of, payments received on Mortgage
      Loans which are required to be distributed on any Certificate without the
      consent of the Holder of such Certificate, (ii) adversely affect in any material
      respect the interests of the Swap Provider or Holders of any Class of
      Certificates (as evidenced by either (i) an Opinion of Counsel delivered to
      the
      Trustee and the NIMS Insurer or (ii) confirmation from the Rating Agencies,
      delivered to the Servicer, the Master Servicer, the Trustee and the NIMS
      Insurer, that such action will not result in the reduction or withdrawal of
      the
      rating of any outstanding Class of Certificates) in a manner, other than as
      described in (i), or (iii) modify the consents required by the immediately
      preceding clauses (i) and (ii) without the consent of the Holders of all
      Certificates then outstanding. Notwithstanding any other provision of this
      Agreement, for purposes of the giving or withholding of consents pursuant to
      this Section 11.01, Certificates registered in the name of the Depositor,
      the Servicer or the Master Servicer or any Affiliate thereof shall be entitled
      to Voting Rights with respect to matters affecting such
      Certificates.

     

    Notwithstanding
      any contrary provision of this Agreement, none of the Trustee, the Trust
      Administrator or the NIMS Insurer shall consent to any amendment to this
      Agreement unless it shall have first received an Opinion of Counsel satisfactory
      to the NIMS Insurer to the effect that such amendment will not result in the
      imposition of any tax on any Trust REMIC pursuant to the REMIC Provisions or
      cause any Trust REMIC to fail to qualify as a REMIC at any time that any
      Certificates are outstanding.

     

    Notwithstanding
      any of the other provisions of this Section 11.01, none of the Depositor, the
      Servicer, the Master Servicer, the Trust Administrator or the Trustee shall
      enter into any amendment to Section 4.08, Section 9.01, Section 11.09 or Section
      11.10 of this Agreement without the prior written consent of the Swap
      Provider.

     

    Promptly
      after the execution of any such amendment the Trust Administrator shall notify
      each Certificateholder and make available to each Certificateholder and the
      NIMS
      Insurer a copy of such amendment.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this
      Section 11.01 to approve the particular form of any proposed amendment, but
      it shall be sufficient if such consent shall approve the substance thereof.
      The
      manner of obtaining such consents and of evidencing the authorization of the
      execution thereof by Certificateholders shall be subject to such reasonable
      regulations as the Trust Administrator may prescribe.

     

    The
      cost
      of any Opinion of Counsel to be delivered pursuant to this Section 11.01
      shall be borne by the Person seeking the related amendment, but in no event
      shall such Opinion of Counsel be an expense of the Trustee or the Trust
      Administrator.

     

    The
      Trustee and the Trust Administrator may, but neither shall be obligated to
      enter
      into any amendment pursuant to this Section that affects its rights, duties
      and immunities under this Agreement or otherwise.

     

    
      	SECTION
              11.02.  	
              Recordation
                of Agreement; Counterparts.

            


    

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the properties subject
      to
      the Mortgages are situated, and in any other appropriate public recording office
      or elsewhere, such recordation to be effected by the Servicer at the expense
      of
      the Certificateholders, but only upon direction of the Trustee or the Trust
      Administrator accompanied by an Opinion of Counsel to the effect that such
      recordation materially and beneficially affects the interests of the
      Certificateholders.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    
      	SECTION
              11.03.  	
              Limitation
                on Rights of Certificateholders.

            


    

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the Trust, nor entitle such Certificateholder’s legal
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of the Trust Fund, nor
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.

     

    No
      Certificateholder shall have any right to vote (except as expressly provided
      for
      herein) or in any manner otherwise control the operation and management of
      the
      Trust, or the obligations of the parties hereto, nor shall anything herein
      set
      forth, or contained in the terms of any of the Certificates, be construed so
      as
      to constitute the Certificateholders from time to time as partners or members
      of
      an association; nor shall any Certificateholder be under any liability to any
      third person by reason of any action taken by the parties to this Agreement
      pursuant to any provision hereof.

     

    No
      Certificateholder shall have any right by virtue of any provision of this
      Agreement to institute any suit, action or proceeding in equity or at law upon
      or under or with respect to this Agreement, unless such Holder previously shall
      have given to the Trustee a written notice of default and of the continuance
      thereof, as hereinbefore provided, and unless also the Holders of Certificates
      entitled to at least 25% of the Voting Rights shall have made written request
      upon the Trustee to institute such action, suit or proceeding in its own name
      as
      Trustee hereunder and shall have offered to the Trustee such reasonable
      indemnity as it may require against the costs, expenses and liabilities to
      be
      incurred therein or thereby, and the Trustee, for 15 days after its receipt
      of
      such notice, request and offer of indemnity, shall have neglected or refused
      to
      institute any such action, suit or proceeding. It is understood and intended,
      and expressly covenanted by each Certificateholder with every other
      Certificateholder and the Trustee, that no one or more Holders of Certificates
      shall have any right in any manner whatsoever by virtue of any provision of
      this
      Agreement to affect, disturb or prejudice the rights of the Holders of any
      other
      of such Certificates, or to obtain or seek to obtain priority over or preference
      to any other such Holder, or to enforce any right under this Agreement, except
      in the manner herein provided and for the equal, ratable and common benefit
      of
      all Certificateholders. For the protection and enforcement of the provisions
      of
      this Section, each and every Certificateholder and the Trustee shall be entitled
      to such relief as can be given either at law or in equity.

     

    
      	SECTION
              11.04.  	
              Governing
                Law.

            


    

     

    This
      Agreement shall be construed in accordance with the laws of the State of New
      York and the obligations, rights and remedies of the parties hereunder shall
      be
      determined in accordance with such laws.

     

    
      	SECTION
              11.05.  	
              Notices.

            


    

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when received if personally delivered at or
      mailed by first class mail, postage prepaid, or by express delivery service
      or
      delivered in any other manner specified herein, to (a) in the case of the
      Depositor, 1285 Avenue of the Americas, New York, New York 10019, Attention:
      Legal (telecopy number (212) 713-2080), or such other address or telecopy number
      as may hereafter be furnished to the Servicer, the Master Servicer, the Trust
      Administrator, the NIMS Insurer and the Trustee in writing by the Depositor,
      (b)
      in the case of the Servicer, 1675 Palm Beach Lakes Blvd., Suite 10A, West Palm
      Beach, Florida 33401, Attention: Secretary (telecopy number: (561) 682-8177)
      or
      such other address or telecopy number as may hereafter be furnished to the
      Depositor, the Master Servicer, the Trust Administrator and the Trustee in
      writing by the Servicer (c) in the case of the Master Servicer or the Trust
      Administrator, Wells Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland 21046,
      Attention: Client Manager-MASTR 2006-NC1 (telecopy number (410) 715-2380),
      with
      a copy to Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland
      21045, Attention: Client Manager-MASTR 2006-NC1 (telecopy number (410)
      715-2380), with a copy to Wells Fargo Bank, N.A., Sixth Street and Marquette
      Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services-MASTR
      2006-NC1, or such other address or telecopy number as may hereafter be furnished
      to the Servicer, the Trustee, the NIMS Insurer and the Depositor in writing
      by
      the Master Servicer, (c) in the case of the Trustee, 60 Livingston Avenue,
      EP-MN-WS3D, St. Paul, Minnesota 55107, Attention: Structured Finance/MASTR
      2006-NC1 (telecopy number (651) 495-8090), or such other address as may
      hereafter be furnished to the Depositor, the Servicer, the NIMS Insurer, the
      Trust Administrator and the Master Servicer in writing by the Trustee, or such
      other address or telecopy number as may hereafter be furnished to the Master
      Servicer, the NIMS Insurer and the Depositor in writing by the Trustee, (d)
      in
      the case of the Credit Risk Manager, 1700 Lincoln Street, Suite 1600, Denver,
      Colorado 80203, Attention: General Counsel, or such other address or telecopy
      number as may hereafter be furnished to the Depositor, the Servicer, the Trustee
      and the NIMS Insurer and (e) in the case of the NIMS Insurer, if any, the
      address set forth in the Indenture, or such other address or telecopy number
      as
      may hereafter be furnished to the Master Servicer, the Trust Administrator,
      the
      Depositor and the Trustee in writing by the NIMS Insurer. Any notice required
      or
      permitted to be given to a Certificateholder shall be given by first class
      mail,
      postage prepaid, at the address of such Holder as shown in the Certificate
      Register. Any notice so mailed within the time prescribed in this Agreement
      shall be conclusively presumed to have been duly given when mailed, whether
      or
      not the Certificateholder receives such notice. A copy of any notice required
      to
      be telecopied hereunder also shall be mailed to the appropriate party in the
      manner set forth above.

     

    
      	SECTION
              11.06.  	
              Severability
                of Provisions.

            


    

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    
      	SECTION
              11.07.  	
              Notice
                to Rating Agencies and the NIMS
                Insurer.

            


    

     

    The
      Trust
      Administrator shall use its best efforts promptly to provide notice to the
      Rating Agencies and the NIMS Insurer with respect to each of the following
      of
      which it has actual knowledge:

     

    (1)  Any
      material change or amendment to this Agreement;

     

    (2)  The
      occurrence of any Servicer Event of Default or Master Servicer Event of
      Termination that has not been cured or waived;

     

    (3)  The
      resignation or termination of the Master Servicer, the Trust Administrator
      or
      the Trustee;

     

    (4)  The
      repurchase or substitution of Mortgage Loans pursuant to or as contemplated
      by
      Section 2.03;

     

    (5)  The
      final
      payment to the Holders of any Class of Certificates;

     

    (6)  Any
      change in the location of the Collection Account or the Distribution
      Account;

     

    (7)  Any
      event
      that would result in the inability of the Master Servicer to make advances
      regarding delinquent Mortgage Loans to the same extent the Servicer is required
      to make such advances as provided in Section 4.03; and

     

    (8)  The
      filing of any claim under any Servicer’s blanket bond and errors and omissions
      insurance policy required by Section 3.14 or the cancellation or material
      modification of coverage under any such instrument.

     

    In
      addition, the Trust Administrator shall promptly make available to each Rating
      Agency and the NIMS Insurer copies of each report to Certificateholders
      described in Section 4.02 and the Master Servicer shall promptly furnish to
      each Rating Agency copies of the following:

     

    (1)  Each
      annual statement as to compliance described in Section 3.20;
      and

     

    (2)  Each
      annual independent public accountants’ servicing report described in
      Section 3.21.

     

    Any
      such
      notice pursuant to this Section 11.07 shall be in writing and shall be deemed
      to
      have been duly given if personally delivered at or mailed by first class mail,
      postage prepaid, or by express delivery service to Moody’s Investors Service
      Inc., 99 Church Street, New York, New York 10004, Standard & Poor’s Ratings
      Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New
      York, New York 10007, and Fitch Ratings, One State Street Plaza, 32nd Floor,
      New
      York, New York 10004 or such other addresses as the Rating Agencies may
      designate in writing to the parties hereto.

     

    
      	SECTION
              11.08.  	
              Article
                and Section References.

            


    

     

    All
      article and section references used in this Agreement, unless otherwise
      provided, are to articles and sections in this Agreement.

     

    
      	SECTION
              11.09.  	
              Grant
                of Security Interest.

            


    

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      by the Depositor to the Trustee, be, and be construed as, a sale of the Mortgage
      Loans by the Depositor and not a pledge of the Mortgage Loans to secure a debt
      or other obligation of the Depositor. However, in the event that,
      notwithstanding the aforementioned intent of the parties, the Mortgage Loans
      are
      held to be property of the Depositor, then, (a) it is the express intent of
      the
      parties that such conveyance be deemed a pledge of the Mortgage Loans by the
      Depositor to the Trustee to secure a debt or other obligation of the Depositor
      and (b)(1) this Agreement shall also be deemed to be a security agreement within
      the meaning of Articles 8 and 9 of the Uniform Commercial Code as in effect
      from
      time to time in the State of New York; (2) the conveyance provided for in
      Section 2.01 hereof shall be deemed to be a grant by the Depositor to the
      Trustee of a security interest in all of the Depositor’s right, title and
      interest in and to the Mortgage Loans and all amounts payable to the holders
      of
      the Mortgage Loans and the Swap Provider in accordance with the terms thereof
      and all proceeds of the conversion, voluntary or involuntary, of the foregoing
      into cash, instruments, securities or other property, including without
      limitation all amounts, other than investment earnings, from time to time held
      or invested in the Collection Account and the Distribution Account, whether
      in
      the form of cash, instruments, securities or other property; (3) the obligations
      secured by such security agreement shall be deemed to be all of the Depositor’s
      obligations under this Agreement, including the obligation to provide to the
      Certificateholders and the Swap Provider the benefits of this Agreement relating
      to the Mortgage Loans and the Trust Fund; and (4) notifications to persons
      holding such property, and acknowledgments, receipts or confirmations from
      persons holding such property, shall be deemed notifications to, or
      acknowledgments, receipts or confirmations from, financial intermediaries,
      bailees or agents (as applicable) of the Trustee for the purpose of perfecting
      such security interest under applicable law. Accordingly, the Depositor hereby
      grants to the Trustee a security interest in the Mortgage Loans and all other
      property described in clause (2) of the preceding sentence, for the purpose
      of
      securing to the Trustee the performance by the Depositor of the obligations
      described in clause (3) of the preceding sentence. Notwithstanding the
      foregoing, the parties hereto intend the conveyance pursuant to
      Section 2.01 to be a true, absolute and unconditional sale of the Mortgage
      Loans and assets constituting the Trust Fund by the Depositor to the
      Trustee.

     

    
      	SECTION
              11.10.  	
              Third
                Party Rights.

            


    

     

    Each
      of
      the NIMS Insurer and the Swap Provider shall be deemed a third-party beneficiary
      of this Agreement to the same extent as if it were a party hereto, and shall
      have the right to enforce the provisions of this Agreement.

     

    
      	SECTION
              11.11.  	
              Intention
                of the Parties and Interpretation.

            


    

     

    Each
      of
      the parties hereto acknowledges and agrees that the purpose of Sections 3.20,
      3.21 and 4.06 of this Agreement is to facilitate compliance by the Depositor
      with the provisions of Regulation AB promulgated by the SEC under the Exchange
      Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time
      and subject to clarification and interpretive advice as may be issued by the
      staff of the Commission from time to time. Therefore, each of the parties hereto
      agrees that (a) the obligations of the parties hereunder shall be interpreted
      in
      such a manner as to accomplish that purpose, (b) the parties’ obligations
      hereunder will be supplemented and modified as necessary to be consistent with
      any such amendments, interpretive advice or guidance, convention or consensus
      among active participants in the asset-backed securities markets, advice of
      counsel, or otherwise in respect of the requirements of Regulation AB, (c)
      the
      parties shall comply, to the extent practicable from a timing and information
      systems perspective and to the extent that the Depositor will pay any increased
      costs of the Trustee and Trust Administrator caused by such request, with
      requests made by the Depositor for delivery of additional or different
      information as the Depositor may determine in good faith is necessary to comply
      with the provisions of Regulation AB, and (d) no amendment of this Agreement
      shall be required to effect any such changes in the parties’ obligations as are
      necessary to accommodate evolving interpretations of the provisions of
      Regulation AB.

     


    
      
        
          


          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    IN
      WITNESS WHEREOF, the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator and the Trustee have caused their names to be signed hereto by
      their respective officers thereunto duly authorized, in each case as of the
      day
      and year first above written.

     

    

      
        	
                MORTGAGE
                  ASSET SECURITIZATION TRANSACTIONS, INC.,

              
	
                as
                  Depositor

                 

              
	
                By:
                   /s/ Vadim Khoper 

              
	
                Name: Vadim
                  Khoper

              
	
                Title:  
                  Associate
                  Director

              
	
                 

                By: 
                  /s/ Anthony Beshara

              
	
                Name: Anthony
                  Beshara

              
	
                Title:  
                  Associate
                  Director

              
	
                 

                 

                WELLS
                  FARGO BANK, N.A.,

              
	
                as
                  Master Servicer and Trust Administrator

              
	
                 

                By: 
                  /s/ Graham Oglesby

              
	
                Name:
                  Graham Oglesby

              
	
                Title:  
                  Assistant
                  Vice President

              
	
                 

                 

                WELLS
                  FARGO BANK, N.A.,

              
	
                as
                  Servicer

              
	
                 

                By: 
                  /s/
                  Laurie McGoogan

              
	
                Name:
                   Laurie
                  McGoogan

              
	
                Title:   
                  Vice
                  President

              
	 
	
                 

                 

                U.S.
                  BANK NATIONAL ASSOCIATION,

              
	
                as
                  Trustee

              
	
                 

                By: 
                  /s/ Shannon M. Rantz

              
	
                Name: Shannon
                  M. Rantz

              
	
                Title:  
                  Vice
                  President

              


      

    


    
      
        
           

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    
      	
              For
                purposes of Sections 6.08, 6.09 and 6.10:

            
	
              CLAYTON
                FIXED INCOME SERVICES INC.

               

            
	
              By:___/s/
                Kevin J. Kanouff______________________

            
	
              Name:
                Kevin J. Kanouff

            
	
              Title:  
                President
                and General Counsel

            
	 


    

    



    
      
         

        


        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    STATE
      OF
      NEW YORK        )

                                                    
        )  
      ss.:

    COUNTY
      OF
      NEW YORK    )

     

    On
      the
      ___ day of February 2006, before me, a notary public in and for said State,
      personally appeared ________________________ and ________________________,
      known
      to me to be a(n) ________________________ and ________________________,
      respectively, of Mortgage Asset Securitization Transactions, Inc., one of the
      corporations that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of said corporation, and acknowledged to me
      that such corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    ________________________

    Notary
      Public

    [Notarial
      Seal]


    
      
         

        


        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    STATE
      OF                            
   )

                                                     
        )
      ss.:

    COUNTY
      OF                           
)

     

    On
      the
      ____ day of February 2006, before me, a notary public in and for said State,
      personally appeared ________________________ known to me to be a(n)
      ________________________ of Wells Fargo Bank, N.A., one of the corporations
      that
      executed the within instrument, and also known to me to be the person who
      executed it on behalf of said corporation, and acknowledged to me that such
      corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    ________________________

    Notary
      Public

    [Notarial
      Seal]


    
      
         

        


        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    STATE
      OF
      MARYLAND     )

                                                     
      )
      ss.:

    COUNTY
      OF
      HOWARD      )

     

    On
      the
      ____ day of February 2006, before me, a notary public in and for said State,
      personally appeared ________________________ known to me to be a(n)
      ________________________ of Wells Fargo Bank, N.A., one of the corporations
      that
      executed the within instrument, and also known to me to be the person who
      executed it on behalf of said corporation, and acknowledged to me that such
      corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    ________________________

    Notary
      Public

    [Notarial
      Seal]


    
      
         

        


        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    STATE
      OF
      MINNESOTA   )

                                                    
      )ss.:

    COUNTY
      OF
      RAMSEY       )

     

    On
      the
      ____ day of February 2006, before me, a notary public in and for said State,
      personally appeared ________________________, known to me to be a(n)
      ________________________ of U.S. Bank National Association, one of the
      corporations that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of said corporation, and acknowledged to me
      that such corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    ________________________

    Notary
      Public

    [Notarial
      Seal]

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS A-1 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    THE
      HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
      SET
      FORTH IN SECTION
      5.02(d)
      OF THE AGREEMENT.

    


    
      	
              Series:
                2006-NC1

              Pass-Through
                Rate: Variable

              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2006

              First
                Distribution Date: March 27, 2006

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class A-1 Certificates as of
                the
                Issue Date: $385,500,000.00

              Denomination:
                $385,500,000.00

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 24, 2006

              CUSIP:
                57643L NC 6

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
      SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
      NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
      OF
      THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-1 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-1 Certificates in a REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
      Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
      term includes any successor entity under the Agreement), the Master Servicer,
      the Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A-1
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date and
      is
      the registered owner of Class A-1 Certificates the aggregate initial Certificate
      Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
      (ii)
      two-thirds of the aggregate initial Certificate Principal Balance of the Class
      A-1 Certificates, or otherwise by check mailed by first class mail to the
      address of the Person entitled thereto, as such name and address shall appear
      on
      the Certificate Register. Notwithstanding the above, the final distribution
      on
      this Certificate will be made after due notice by the Trust Administrator of
      the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Rate for such Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage
      Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
      Insurer, if any, and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Master Servicer, the Servicer, the Trust
      Administrator, the Trustee and the NIMS Insurer, if any, without the consent
      on
      the Certificateholders or with the consent of the Holders of Certificates
      entitled to at least 66% of the Voting Rights as further set forth in the
      Agreement. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      holder of this Certificate shall be deemed to have made the representation
      set
      forth in Section 5.02(d) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master Servicer, the Trust Administrator and the
      Trustee may treat the Person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and none of the Depositor, the Master Servicer,
      the Trust Administrator, the Trustee nor any such agent shall be affected by
      notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all of the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans and REO Properties remaining in the
      Trust Fund at the time of purchase being less than or equal to 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator assumes no responsibility for their
      correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      February __, 2006

     

    WELLS
      FARGO BANK, N.A., not in its individual 
capacity, but solely as Trust
      Administrator for the 
MASTR Asset Backed Securities Trust
      2006-NC1

     

    By:________________________________
                       
              Authorized
      Officer

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    WELLS
      FARGO BANK, N.A., as Trust Administrator 

     

    By:________________________________
        
                Authorized
      Signatory

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    TEN
      COM -
      as tenants in common    UNIF
      GIFT
      MIN ACT - Custodian

     

    TEN
      ENT -
      as tenants by the entireties    (Cust)
      (Minor) under Uniform Gifts to Minors Act

     

    JT
      TEN -
      as joint tenants with right     

    if
      survivorship and not as    
      _________________

    tenants
      in common       (State)

     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ___________________________________________________________
      ____________________________________________________________________________________________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:
      ____________________________________________________________________________________________________________________________.

     

    Dated:
      _________________

     

    _______________________________

    Signature
      by or on behalf of assignor

     

    _______________________________

    Signature
      Guaranteed

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________
      ______________________________ for the account of
      _______________________________, account number ______________________________,
      or, if mailed by check,
      to_______________________________________________________________
      ________________________________________________________________________.


Applicable
      statements should be mailed to_______________________________________________
      _______________________________________________________.This information is
      provided by ___________________________________________, the assignee named
      above, or ________________________________________, as its agent.

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A-2

     

    FORM
      OF
      CLASS A-2 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    THE
      HOLDER OF THIS
      CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH IN
      SECTION
      5.02(d)
      OF THE AGREEMENT.

    


    
      	
              Series:
                2006-NC1

              Pass-Through
                Rate: Variable

              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2006

              First
                Distribution Date: March 27, 2006

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class A-2 Certificates as of
                the
                Issue Date: $119,500,000.00

              Denomination:
                $119,500,000.00

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 24, 2006

              CUSIP:
                57643L ND 4

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
      SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
      NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
      OF
      THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-2 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-2 Certificates in a REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
      Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
      term includes any successor entity under the Agreement), the Master Servicer,
      the Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A-2
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date and
      is
      the registered owner of Class A-2 Certificates the aggregate initial Certificate
      Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
      (ii)
      two-thirds of the aggregate initial Certificate Principal Balance of the Class
      A-2 Certificates, or otherwise by check mailed by first class mail to the
      address of the Person entitled thereto, as such name and address shall appear
      on
      the Certificate Register. Notwithstanding the above, the final distribution
      on
      this Certificate will be made after due notice by the Trust Administrator of
      the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Rate for such Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage
      Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
      Insurer, if any, and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Master Servicer, the Servicer, the Trust
      Administrator, the Trustee and the NIMS Insurer, if any, without the consent
      on
      the Certificateholders or with the consent of the Holders of Certificates
      entitled to at least 66% of the Voting Rights as further set forth in the
      Agreement. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      holder of this Certificate shall be deemed to have made the representation
      set
      forth in Section 5.02(d) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master Servicer, the Trust Administrator or the
      Trustee may treat the Person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and none of the Depositor, the Master Servicer,
      the Trust Administrator, the Trustee nor any such agent shall be affected by
      notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all of the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans and REO Properties remaining in the
      Trust Fund at the time of purchase being less than or equal to 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator assumes no responsibility for their
      correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      February __, 2006

    WELLS
      FARGO BANK, N.A., not in its individual 
capacity, but solely as Trust
      Administrator for the 
MASTR Asset Backed Securities Trust
      2006-NC1

     

    By:_________________________________

     

    Authorized
      Officer

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    WELLS
      FARGO BANK, N.A., as Trust Administrator

     

    By:_________________________________

     

    Authorized
      Signatory

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    TEN
      COM -
      as tenants in common    UNIF
      GIFT
      MIN ACT - Custodian

     

    TEN
      ENT -
      as tenants by the entireties    (Cust)
      (Minor) under Uniform Gifts to Minors Act

     

    JT
      TEN -
      as joint tenants with right     

    if
      survivorship and not as    
      _________________

    tenants
      in common       (State)

     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        ___________________________________________________________
        ____________________________________________________________________________________________________________________________________________________________

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trust Administrator to issue a new Certificate of a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ____________________________________________________________________________________________________________________________.

       

      Dated:
        _________________

       

      _______________________________

      Signature
        by or on behalf of assignor

       

      _______________________________

      Signature
        Guaranteed

    

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________
        ______________________________ for the account of
        _______________________________, account number ______________________________,
        or, if mailed by check,
        to_______________________________________________________________
        ________________________________________________________________________.
        

Applicable
        statements should be mailed to_______________________________________________
        _______________________________________________________.This information
        is
        provided by ___________________________________________, the assignee named
        above, or ________________________________________, as its
        agent.


      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    


    


    
      
        
          
            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

    



    EXHIBIT
      A-3

     

    FORM
      OF
      CLASS A-3 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    THE
      HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
      SET
      FORTH IN SECTION 5.02(d)
      OF THE
      AGREEMENT.

     

    
      	
              Series:
                2006-NC1

              Pass-Through
                Rate: Variable

              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2006

              First
                Distribution Date: March 27, 2006

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class A-3 Certificates as of
                the
                Issue Date: $162,250,000.00

              Denomination:
                $162,250,000.00

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 24, 2006

              CUSIP:
                57643L NE 2

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
      SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
      NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
      OF
      THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-3 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-3 Certificates in a REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
      Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
      term includes any successor entity under the Agreement), the Master Servicer,
      the Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A-3
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date and
      is
      the registered owner of Class A-3 Certificates the aggregate initial Certificate
      Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
      (ii)
      two-thirds of the aggregate initial Certificate Principal Balance of the Class
      A-3 Certificates, or otherwise by check mailed by first class mail to the
      address of the Person entitled thereto, as such name and address shall appear
      on
      the Certificate Register. Notwithstanding the above, the final distribution
      on
      this Certificate will be made after due notice by the Trust Administrator of
      the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Rate for such Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage
      Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
      Insurer, if any, and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Master Servicer, the Servicer, the Trust
      Administrator, the Trustee and the NIMS Insurer, if any, without the consent
      on
      the Certificateholders or with the consent of the Holders of Certificates
      entitled to at least 66% of the Voting Rights as further set forth in the
      Agreement. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      holder of this Certificate shall be deemed to have made the representation
      set
      forth in Section 5.02(d) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master Servicer, the Trust Administrator or the
      Trustee may treat the Person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and none of the Depositor, the Master Servicer,
      the Trust Administrator, the Trustee nor any such agent shall be affected by
      notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all of the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans and REO Properties remaining in the
      Trust Fund at the time of purchase being less than or equal to 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator assumes no responsibility for their
      correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


    
      
        
          37

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      February __, 2006

    WELLS
      FARGO BANK, N.A., not in its individual 
capacity, but solely as Trust
      Administrator for the 
MASTR Asset Backed Securities Trust
      2006-NC1

     

    By:_________________________________

           
                Authorized
      Officer

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    WELLS
      FARGO BANK, N.A., as Trust Administrator

     

    By:_________________________________

                                                 
      Authorized Signatory

     

    


    
      
        
          37

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    TEN
      COM -
      as tenants in common    UNIF
      GIFT
      MIN ACT - Custodian

     

    TEN
      ENT -
      as tenants by the entireties    (Cust)
      (Minor) under Uniform Gifts to Minors Act

     

    JT
      TEN -
      as joint tenants with right     

    if
      survivorship and not as    
      _________________

    tenants
      in common       (State)

     

    


     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        ___________________________________________________________
        ____________________________________________________________________________________________________________________________________________________________

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trust Administrator to issue a new Certificate of a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ____________________________________________________________________________________________________________________________.

       

      Dated:
        _________________

       

      _______________________________

      Signature
        by or on behalf of assignor

       

      _______________________________

      Signature
        Guaranteed

    

    


    
      
        
          37

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________
        ______________________________ for the account of
        _______________________________, account number ______________________________,
        or, if mailed by check,
        to_______________________________________________________________
        ________________________________________________________________________.
        

Applicable
        statements should be mailed to_______________________________________________
        _______________________________________________________.This information
        is
        provided by ___________________________________________, the assignee named
        above, or ________________________________________, as its
        agent.


      
        
          37

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    EXHIBIT
      A-4

     

    FORM
      OF
      CLASS A-4 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    THE
      HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
      SET
      FORTH IN SECTION 5.02(d)
      OF THE
      AGREEMENT.

     

    
      	
              Series:
                2006-NC1

              Pass-Through
                Rate: Variable

              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2006

              First
                Distribution Date: March 27, 2006

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class A-4 Certificates as of
                the
                Issue Date: $55,733,000.00

              Denomination:
                $55,733,000.00

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 24, 2006

              CUSIP:
                57643L NF 9

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
      SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
      NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
      OF
      THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-4 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-4 Certificates in a REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
      Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
      term includes any successor entity under the Agreement), the Master Servicer,
      the Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A-4
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date and
      is
      the registered owner of Class A-4 Certificates the aggregate initial Certificate
      Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
      (ii)
      two-thirds of the aggregate initial Certificate Principal Balance of the Class
      A-4 Certificates, or otherwise by check mailed by first class mail to the
      address of the Person entitled thereto, as such name and address shall appear
      on
      the Certificate Register. Notwithstanding the above, the final distribution
      on
      this Certificate will be made after due notice by the Trust Administrator of
      the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Rate for such Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage
      Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
      Insurer, if any, and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Master Servicer, the Servicer, the Trust
      Administrator, the Trustee and the NIMS Insurer, if any, without the consent
      on
      the Certificateholders or with the consent of the Holders of Certificates
      entitled to at least 66% of the Voting Rights as further set forth in the
      Agreement. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      holder of this Certificate shall be deemed to have made the representation
      set
      forth in Section 5.02(d) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master Servicer, the Trust Administrator or the
      Trustee may treat the Person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and none of the Depositor, the Master Servicer,
      the Trust Administrator, the Trustee nor any such agent shall be affected by
      notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all of the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans and REO Properties remaining in the
      Trust Fund at the time of purchase being less than or equal to 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator assumes no responsibility for their
      correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      February __, 2006

    WELLS
      FARGO BANK, N.A., not in its individual 
capacity, but solely as Trust
      Administrator for the 
MASTR Asset Backed Securities Trust
      2006-NC1

     

    By:_________________________________

           
                Authorized
      Officer

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    WELLS
      FARGO BANK, N.A., as Trust Administrator

     

    By:_________________________________

            
                Authorized
      Signatory

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    TEN
      COM -
      as tenants in common    UNIF
      GIFT
      MIN ACT - Custodian

     

    TEN
      ENT -
      as tenants by the entireties    (Cust)
      (Minor) under Uniform Gifts to Minors Act

     

    JT
      TEN -
      as joint tenants with right     

    if
      survivorship and not as    
      _________________

    tenants
      in common       (State)

     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ___________________________________________________________
      ____________________________________________________________________________________________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:
      ___________________________________________________________________________________________________________________________.

     

    Dated:
      _______________

     

    _______________________________

    Signature
      by or on behalf of assignor

     

    _______________________________

    Signature
      Guaranteed

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________
        ______________________________ for the account of
        _______________________________, account number ______________________________,
        or, if mailed by check,
        to_______________________________________________________________
        ________________________________________________________________________.
        

Applicable
        statements should be mailed to_______________________________________________
        _______________________________________________________.This information
        is
        provided by ___________________________________________, the assignee named
        above, or ________________________________________, as its
        agent.



    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A-5

     

    FORM
      OF
      CLASS M-1 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT DESCRIBED
      IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    THE
      HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
      SET
      FORTH IN SECTION 5.02(d)
      OF
      THE
      AGREEMENT.

     

    
      	
              Series:
                2006-NC1

              Pass-Through
                Rate: Variable

              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2006

              First
                Distribution Date: March 27, 2006

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class M-1 Certificates as of
                the
                Issue Date: $32,030,000.00

              Denomination:
                $32,030,000.00

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 24, 2006

              CUSIP:
                57643L NG 7

            


    

    


     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
      SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
      NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
      OF
      THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-1 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-1 Certificates in a REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
      Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
      term includes any successor entity under the Agreement), the Master Servicer,
      the Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-1
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date and
      is
      the registered owner of Class M-1 Certificates the aggregate initial Certificate
      Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
      (ii)
      two-thirds of the aggregate initial Certificate Principal Balance of the Class
      M-1 Certificates, or otherwise by check mailed by first class mail to the
      address of the Person entitled thereto, as such name and address shall appear
      on
      the Certificate Register. Notwithstanding the above, the final distribution
      on
      this Certificate will be made after due notice by the Trust Administrator of
      the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Rate for such Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage
      Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
      Insurer, if any, and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Master Servicer, the Servicer, the Trust
      Administrator, the Trustee and the NIMS Insurer, if any, without the consent
      on
      the Certificateholders or with the consent of the Holders of Certificates
      entitled to at least 66% of the Voting Rights as further set forth in the
      Agreement. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      holder of this Certificate shall be deemed to have made the representation
      set
      forth in Section 5.02(d) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master Servicer, the Trust Administrator or the
      Trustee may treat the Person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and none of the Depositor, the Master Servicer,
      the Trust Administrator, the Trustee nor any such agent shall be affected by
      notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all of the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans and REO Properties remaining in the
      Trust Fund at the time of purchase being less than or equal to 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator assumes no responsibility for their
      correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      February __, 2006

    WELLS
      FARGO BANK, N.A., not in its individual 
capacity, but solely as Trust
      Administrator for the 
MASTR Asset Backed Securities Trust
      2006-NC1

     

    By:________________________________

            
                Authorized
      Officer

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    WELLS
      FARGO BANK, N.A., as Trust Administrator

     

    By:________________________________

            
                Authorized
      Signatory

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    TEN
      COM -
      as tenants in common    UNIF
      GIFT
      MIN ACT - Custodian

     

    TEN
      ENT -
      as tenants by the entireties    (Cust)
      (Minor) under Uniform Gifts to Minors Act

     

    JT
      TEN -
      as joint tenants with right     

    if
      survivorship and not as    
      _________________

    tenants
      in common       (State)

     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        ___________________________________________________________
        ____________________________________________________________________________________________________________________________________________________________

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trust Administrator to issue a new Certificate of a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ___________________________________________________________________________________________________________________________.

    

     

    Dated:
      __________________

     

    _______________________________

    Signature
      by or on behalf of assignor

     

    _______________________________

    Signature
      Guaranteed

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________
        ______________________________ for the account of
        _______________________________, account number ______________________________,
        or, if mailed by check,
        to_______________________________________________________________
        ________________________________________________________________________.
        

Applicable
        statements should be mailed to_______________________________________________
        _______________________________________________________.This information
        is
        provided by ___________________________________________, the assignee named
        above, or ________________________________________, as its
        agent.



    


    
      
        
          
             

            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      A-6

     

    FORM
      OF
      CLASS M-2 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS M-1
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    THE
      HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
      SET
      FORTH IN SECTION 5.02(d)
      OF THE
      AGREEMENT.

     

    
      	
              Series:
                2006-NC1

              Pass-Through
                Rate: Variable

              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2006

              First
                Distribution Date: March 27, 2006

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class M-2 Certificates as of
                the
                Issue Date: $29,285,000.00

              Denomination:
                $29,285,000.00

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 24, 2006

              CUSIP:
                57643L NH 5

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
      SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
      NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
      OF
      THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-2 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-2 Certificates in a REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
      Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
      term includes any successor entity under the Agreement), the Master Servicer,
      the Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-2
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date and
      is
      the registered owner of Class M-2 Certificates the aggregate initial Certificate
      Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
      (ii)
      two-thirds of the aggregate initial Certificate Principal Balance of the Class
      M-2 Certificates, or otherwise by check mailed by first class mail to the
      address of the Person entitled thereto, as such name and address shall appear
      on
      the Certificate Register. Notwithstanding the above, the final distribution
      on
      this Certificate will be made after due notice by the Trust Administrator of
      the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Rate for such Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage
      Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
      Insurer, if any, and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Master Servicer, the Servicer, the Trust
      Administrator, the Trustee and the NIMS Insurer, if any, without the consent
      on
      the Certificateholders or with the consent of the Holders of Certificates
      entitled to at least 66% of the Voting Rights as further set forth in the
      Agreement. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      holder of this Certificate shall be deemed to have made the representation
      set
      forth in Section 5.02(d) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master Servicer, the Trust Administrator or the
      Trustee may treat the Person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and none of the Depositor, the Master Servicer,
      the Trust Administrator, the Trustee nor any such agent shall be affected by
      notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all of the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans and REO Properties remaining in the
      Trust Fund at the time of purchase being less than or equal to 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator assumes no responsibility for their
      correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      February __, 2006

    WELLS
      FARGO BANK, N.A., not in its individual 
capacity, but solely as Trust
      Administrator for the 
MASTR Asset Backed Securities Trust
      2006-NC1

     

    By:_________________________________

            
                Authorized
      Officer

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    WELLS
      FARGO BANK, N.A., as Trust Administrator

     

    By:________________________________

            
                Authorized
      Signatory

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    TEN
      COM -
      as tenants in common    UNIF
      GIFT
      MIN ACT - Custodian

     

    TEN
      ENT -
      as tenants by the entireties    (Cust)
      (Minor) under Uniform Gifts to Minors Act

     

    JT
      TEN -
      as joint tenants with right     

    if
      survivorship and not as    
      _________________

    tenants
      in common       (State)

     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        ___________________________________________________________
        ____________________________________________________________________________________________________________________________________________________________

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trust Administrator to issue a new Certificate of a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ___________________________________________________________________________________________________________________________.

    

     

    Dated:
      _______________

     

    _______________________________

    Signature
      by or on behalf of assignor

     

    _______________________________

    Signature
      Guaranteed

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________
        ______________________________ for the account of
        _______________________________, account number ______________________________,
        or, if mailed by check,
        to_______________________________________________________________
        ________________________________________________________________________.
        

Applicable
        statements should be mailed to_______________________________________________
        _______________________________________________________.This information
        is
        provided by ___________________________________________, the assignee named
        above, or ________________________________________, as its
        agent.


      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    EXHIBIT
      A-7

     

    FORM
      OF
      CLASS M-3 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    THE
      HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
      SET
      FORTH IN SECTION 5.02(d)
      OF THE
      AGREEMENT.

     

    
      	
              Series:
                2006-NC1

              Pass-Through
                Rate: Variable

              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2006

              First
                Distribution Date: March 27, 2006

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class M-3 Certificates as of
                the
                Issue Date: $16,930,000.00

              Denomination:
                $16,930,000.00

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 24, 2006

              CUSIP:
                57643L NJ 1

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
      SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
      NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
      OF
      THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-3 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-3 Certificates in a REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
      Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
      term includes any successor entity under the Agreement), the Master Servicer,
      the Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-3
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date and
      is
      the registered owner of Class M-3 Certificates the aggregate initial Certificate
      Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
      (ii)
      two-thirds of the aggregate initial Certificate Principal Balance of the Class
      M-3 Certificates, or otherwise by check mailed by first class mail to the
      address of the Person entitled thereto, as such name and address shall appear
      on
      the Certificate Register. Notwithstanding the above, the final distribution
      on
      this Certificate will be made after due notice by the Trust Administrator of
      the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Rate for such Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage
      Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
      Insurer, if any, and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Master Servicer, the Servicer, the Trust
      Administrator, the Trustee and the NIMS Insurer, if any, without the consent
      on
      the Certificateholders or with the consent of the Holders of Certificates
      entitled to at least 66% of the Voting Rights as further set forth in the
      Agreement. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      holder of this Certificate shall be deemed to have made the representation
      set
      forth in Section 5.02(d) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master Servicer, the Trust Administrator or the
      Trustee may treat the Person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and none of the Depositor, the Master Servicer,
      the Trust Administrator, the Trustee nor any such agent shall be affected by
      notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all of the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans and REO Properties remaining in the
      Trust Fund at the time of purchase being less than or equal to 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator assumes no responsibility for their
      correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      February __, 2006

    WELLS
      FARGO BANK, N.A., not in its individual 
capacity, but solely as Trust
      Administrator for the 
MASTR Asset Backed Securities Trust
      2006-NC1

     

    By:_________________________________

            
                Authorized
      Officer

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    WELLS
      FARGO BANK, N.A., as Trust Administrator

     

    By:_________________________________

            
                Authorized
      Signatory

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    TEN
      COM -
      as tenants in common    UNIF
      GIFT
      MIN ACT - Custodian

     

    TEN
      ENT -
      as tenants by the entireties    (Cust)
      (Minor) under Uniform Gifts to Minors Act

     

    JT
      TEN -
      as joint tenants with right     

    if
      survivorship and not as    
      _________________

    tenants
      in common       (State)

     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        ___________________________________________________________
        ____________________________________________________________________________________________________________________________________________________________

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trust Administrator to issue a new Certificate of a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ___________________________________________________________________________________________________________________________.

    

     

    Dated:
      _______________

     

    _______________________________

    Signature
      by or on behalf of assignor

     

    _______________________________

    Signature
      Guaranteed

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________
        ______________________________ for the account of
        _______________________________, account number ______________________________,
        or, if mailed by check,
        to_______________________________________________________________
        ________________________________________________________________________.
        

Applicable
        statements should be mailed to_______________________________________________
        _______________________________________________________.This information
        is
        provided by ___________________________________________, the assignee named
        above, or ________________________________________, as its
        agent.



    


    
      
        
          
             

            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      A-8

     

    FORM
      OF
      CLASS M-4 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO
      THE
      EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    THE
      HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
      SET
      FORTH IN SECTION 5.02(d)
      OF THE
      AGREEMENT.

     

    
      	
              Series:
                2006-NC1

              Pass-Through
                Rate: Variable

              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2006

              First
                Distribution Date: March 27, 2006

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class M-4 Certificates as of
                the
                Issue Date: $16,015,000.00

              Denomination:
                $16,015,000.00

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 24, 2006

              CUSIP:
                57643L NK 8

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
      SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
      NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
      OF
      THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-4 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-4 Certificates in a REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
      Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
      term includes any successor entity under the Agreement), the Master Servicer,
      the Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-4
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date and
      is
      the registered owner of Class M-4 Certificates the aggregate initial Certificate
      Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
      (ii)
      two-thirds of the aggregate initial Certificate Principal Balance of the Class
      M-4 Certificates, or otherwise by check mailed by first class mail to the
      address of the Person entitled thereto, as such name and address shall appear
      on
      the Certificate Register. Notwithstanding the above, the final distribution
      on
      this Certificate will be made after due notice by the Trust Administrator of
      the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Rate for such Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage
      Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
      Insurer, if any, and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Master Servicer, the Servicer, the Trust
      Administrator, the Trustee and the NIMS Insurer, if any, without the consent
      on
      the Certificateholders or with the consent of the Holders of Certificates
      entitled to at least 66% of the Voting Rights as further set forth in the
      Agreement. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      holder of this Certificate shall be deemed to have made the representation
      set
      forth in Section 5.02(d) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master Servicer, the Trust Administrator or the
      Trustee may treat the Person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and none of the Depositor, the Master Servicer,
      the Trust Administrator, the Trustee nor any such agent shall be affected by
      notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all of the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans and REO Properties remaining in the
      Trust Fund at the time of purchase being less than or equal to 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator assumes no responsibility for their
      correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      February __, 2006

    WELLS
      FARGO BANK, N.A., not in its individual 
capacity, but solely as Trust
      Administrator for the 
MASTR Asset Backed Securities Trust
      2006-NC1

     

    By:________________________________

            
                Authorized
      Officer

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    WELLS
      FARGO BANK, N.A., as Trust Administrator

     

    By:_________________________________

            
                Authorized
      Signatory

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    TEN
      COM -
      as tenants in common    UNIF
      GIFT
      MIN ACT - Custodian

     

    TEN
      ENT -
      as tenants by the entireties    (Cust)
      (Minor) under Uniform Gifts to Minors Act

     

    JT
      TEN -
      as joint tenants with right     

    if
      survivorship and not as    
      _________________

    tenants
      in common       (State)

     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        ___________________________________________________________
        ____________________________________________________________________________________________________________________________________________________________

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trust Administrator to issue a new Certificate of a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ___________________________________________________________________________________________________________________________.

    

     

    Dated:
      ______________

     

    _______________________________

    Signature
      by or on behalf of assignor

     

    _______________________________

    Signature
      Guaranteed

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________
        ______________________________ for the account of
        _______________________________, account number ______________________________,
        or, if mailed by check,
        to_______________________________________________________________
        ________________________________________________________________________.
        

Applicable
        statements should be mailed to_______________________________________________
        _______________________________________________________.This information
        is
        provided by ___________________________________________, the assignee named
        above, or ________________________________________, as its
        agent.


      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    EXHIBIT
      A-9

     

    FORM
      OF
      CLASS M-5 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND THE
      CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    THE
      HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
      SET
      FORTH IN SECTION 5.02(d)
      OF THE
      AGREEMENT.

     

    
      	
              Series:
                2006-NC1

              Pass-Through
                Rate: Variable

              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2006

              First
                Distribution Date: March 27, 2006

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class M-5 Certificates as of
                the
                Issue Date: $14,185,000.00

              Denomination:
                $14,185,000.00

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 24, 2006

              CUSIP:
                57643L NL 6

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
      SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
      NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
      OF
      THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-5 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-5 Certificates in a REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
      Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
      term includes any successor entity under the Agreement), the Master Servicer,
      the Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-5
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date and
      is
      the registered owner of Class M-5 Certificates the aggregate initial Certificate
      Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
      (ii)
      two-thirds of the aggregate initial Certificate Principal Balance of the Class
      M-5 Certificates, or otherwise by check mailed by first class mail to the
      address of the Person entitled thereto, as such name and address shall appear
      on
      the Certificate Register. Notwithstanding the above, the final distribution
      on
      this Certificate will be made after due notice by the Trust Administrator of
      the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Rate for such Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage
      Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
      Insurer, if any, and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Master Servicer, the Servicer, the Trust
      Administrator, the Trustee and the NIMS Insurer, if any, without the consent
      on
      the Certificateholders or with the consent of the Holders of Certificates
      entitled to at least 66% of the Voting Rights as further set forth in the
      Agreement. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      holder of this Certificate shall be deemed to have made the representation
      set
      forth in Section 5.02(d) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master Servicer, the Trust Administrator or the
      Trustee may treat the Person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and none of the Depositor, the Master Servicer,
      the Trust Administrator, the Trustee nor any such agent shall be affected by
      notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all of the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans and REO Properties remaining in the
      Trust Fund at the time of purchase being less than or equal to 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator assumes no responsibility for their
      correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      February __, 2006

    WELLS
      FARGO BANK, N.A., not in its individual 
capacity, but solely as Trust
      Administrator for the 
MASTR Asset Backed Securities Trust
      2006-NC1

     

    By:________________________________

            
                Authorized
      Officer

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    WELLS
      FARGO BANK, N.A., as Trust Administrator

     

    By:________________________________

            
                Authorized
      Signatory

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    TEN
      COM -
      as tenants in common    UNIF
      GIFT
      MIN ACT - Custodian

     

    TEN
      ENT -
      as tenants by the entireties    (Cust)
      (Minor) under Uniform Gifts to Minors Act

     

    JT
      TEN -
      as joint tenants with right     

    if
      survivorship and not as    
      _________________

    tenants
      in common       (State)

     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        ___________________________________________________________
        ____________________________________________________________________________________________________________________________________________________________

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trust Administrator to issue a new Certificate of a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ___________________________________________________________________________________________________________________________.

    

     

    Dated:
      _________________

     

    _______________________________

    Signature
      by or on behalf of assignor

     

    _______________________________
                                                                                                                               
      Signature
      Guaranteed

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________
        ______________________________ for the account of
        _______________________________, account number ______________________________,
        or, if mailed by check,
        to_______________________________________________________________
        ________________________________________________________________________.
        

Applicable
        statements should be mailed to_______________________________________________
        _______________________________________________________.This information
        is
        provided by ___________________________________________, the assignee named
        above, or ________________________________________, as its
        agent.


      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    EXHIBIT
      A-10

     

    FORM
      OF
      CLASS M-6 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN
      THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    THE
      HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
      SET
      FORTH IN SECTION 5.02(d)
      OF THE
      AGREEMENT.

     

    
      	
              Series:
                2006-NC1

              Pass-Through
                Rate: Variable

              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2006

              First
                Distribution Date: March 27, 2006

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class M-6 Certificates as of
                the
                Issue Date: $13,727,000.00

              Denomination:
                $13,727,000.00

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 24, 2006

              CUSIP:
                57643L NM 4

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
      SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
      NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
      OF
      THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-6 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-6 Certificates in a REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
      Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
      term includes any successor entity under the Agreement), the Master Servicer,
      the Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-6
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date and
      is
      the registered owner of Class M-6 Certificates the aggregate initial Certificate
      Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
      (ii)
      two-thirds of the aggregate initial Certificate Principal Balance of the Class
      M-6 Certificates, or otherwise by check mailed by first class mail to the
      address of the Person entitled thereto, as such name and address shall appear
      on
      the Certificate Register. Notwithstanding the above, the final distribution
      on
      this Certificate will be made after due notice by the Trust Administrator of
      the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Rate for such Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage
      Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
      Insurer, if any, and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Master Servicer, the Servicer, the Trust
      Administrator, the Trustee and the NIMS Insurer, if any, without the consent
      on
      the Certificateholders or with the consent of the Holders of Certificates
      entitled to at least 66% of the Voting Rights as further set forth in the
      Agreement. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      holder of this Certificate shall be deemed to have made the representation
      set
      forth in Section 5.02(d) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master Servicer, the Trust Administrator or the
      Trustee may treat the Person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and none of the Depositor, the Master Servicer,
      the Trust Administrator, the Trustee nor any such agent shall be affected by
      notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all of the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans and REO Properties remaining in the
      Trust Fund at the time of purchase being less than or equal to 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator assumes no responsibility for their
      correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      February __, 2006

    WELLS
      FARGO BANK, N.A., not in its individual 
capacity, but solely as Trust
      Administrator for the 
MASTR Asset Backed Securities Trust
      2006-NC1

     

    By:________________________________

            
                Authorized
      Officer

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    WELLS
      FARGO BANK, N.A., as Trust Administrator

     

    By:________________________________

            
                Authorized
      Signatory

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    TEN
      COM -
      as tenants in common    UNIF
      GIFT
      MIN ACT - Custodian

     

    TEN
      ENT -
      as tenants by the entireties    (Cust)
      (Minor) under Uniform Gifts to Minors Act

     

    JT
      TEN -
      as joint tenants with right     

    if
      survivorship and not as    
      _________________

    tenants
      in common       (State)

     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        ___________________________________________________________
        ____________________________________________________________________________________________________________________________________________________________

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trust Administrator to issue a new Certificate of a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ___________________________________________________________________________________________________________________________.

    

     

    Dated:
      _______________

     

    _______________________________

    Signature
      by or on behalf of assignor

     

    ______________________________

    Signature
      Guaranteed

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________
        ______________________________ for the account of
        _______________________________, account number ______________________________,
        or, if mailed by check,
        to_______________________________________________________________
        ________________________________________________________________________.
        

Applicable
        statements should be mailed to_______________________________________________
        _______________________________________________________.This information
        is
        provided by ___________________________________________, the assignee named
        above, or ________________________________________, as its
        agent.

    

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A-11

     

    FORM
      OF
      CLASS M-7 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES
      TO
      THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    THE
      HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
      SET
      FORTH IN SECTION 5.02(d)
      OF THE
      AGREEMENT.

     

    
      	
              Series:
                2006-NC1

              Pass-Through
                Rate: Variable

              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2006

              First
                Distribution Date: March 27, 2006

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class M-7 Certificates as of
                the
                Issue Date: $12,812,000.00

              Denomination:
                $12,812,000.00

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 24, 2006

              CUSIP:
                57643L NN 2

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
      SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
      NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
      OF
      THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-7 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-7 Certificates in a REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
      Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
      term includes any successor entity under the Agreement), the Master Servicer,
      the Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-7
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date and
      is
      the registered owner of Class M-7 Certificates the aggregate initial Certificate
      Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
      (ii)
      two-thirds of the aggregate initial Certificate Principal Balance of the Class
      M-7 Certificates, or otherwise by check mailed by first class mail to the
      address of the Person entitled thereto, as such name and address shall appear
      on
      the Certificate Register. Notwithstanding the above, the final distribution
      on
      this Certificate will be made after due notice by the Trust Administrator of
      the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Rate for such Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage
      Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
      Insurer, if any, and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Master Servicer, the Servicer, the Trust
      Administrator, the Trustee and the NIMS Insurer, if any, without the consent
      on
      the Certificateholders or with the consent of the Holders of Certificates
      entitled to at least 66% of the Voting Rights as further set forth in the
      Agreement. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      holder of this Certificate shall be deemed to have made the representation
      set
      forth in Section 5.02(d) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master Servicer, the Trust Administrator or the
      Trustee may treat the Person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and none of the Depositor, the Master Servicer,
      the Trust Administrator, the Trustee nor any such agent shall be affected by
      notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all of the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans and REO Properties remaining in the
      Trust Fund at the time of purchase being less than or equal to 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator assumes no responsibility for their
      correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      February __, 2006

    WELLS
      FARGO BANK, N.A., not in its individual 
capacity, but solely as Trust
      Administrator for the 
MASTR Asset Backed Securities Trust
      2006-NC1

     

    By:_________________________________

            
                Authorized
      Officer

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    WELLS
      FARGO BANK, N.A., as Trust Administrator

     

    By:_________________________________

            
                Authorized
      Signatory

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    TEN
      COM -
      as tenants in common    UNIF
      GIFT
      MIN ACT - Custodian

     

    TEN
      ENT -
      as tenants by the entireties    (Cust)
      (Minor) under Uniform Gifts to Minors Act

     

    JT
      TEN -
      as joint tenants with right     

    if
      survivorship and not as    
      _________________

    tenants
      in common       (State)

     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        ___________________________________________________________
        ____________________________________________________________________________________________________________________________________________________________

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trust Administrator to issue a new Certificate of a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ___________________________________________________________________________________________________________________________.

    

     

    Dated:
      _________

     

    _______________________________

    Signature
      by or on behalf of assignor

     

    _______________________________

    Signature
      Guaranteed

     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________
        ______________________________ for the account of
        _______________________________, account number ______________________________,
        or, if mailed by check,
        to_______________________________________________________________
        ________________________________________________________________________.
        

Applicable
        statements should be mailed to_______________________________________________
        _______________________________________________________.This information
        is
        provided by ___________________________________________, the assignee named
        above, or ________________________________________, as its
        agent.


      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    EXHIBIT
      A-12

     

    FORM
      OF
      CLASS M-8 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND
      THE
      CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    THE
      HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
      SET
      FORTH IN SECTION 5.02(d)
      OF THE
      AGREEMENT.

     

    
      	
              Series:
                2006-NC1

              Pass-Through
                Rate: Variable

              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2006

              First
                Distribution Date: March 27, 2006

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class M-8 Certificates as of
                the
                Issue Date: $11,897,000.00

              Denomination:
                $11,897,000.00

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 24, 2006

              CUSIP:
                57643L NP 7

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
      SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
      NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
      OF
      THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-8 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-8 Certificates in a REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
      Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
      term includes any successor entity under the Agreement), the Master Servicer,
      the Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-8
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date and
      is
      the registered owner of Class M-8 Certificates the aggregate initial Certificate
      Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
      (ii)
      two-thirds of the aggregate initial Certificate Principal Balance of the Class
      M-8 Certificates, or otherwise by check mailed by first class mail to the
      address of the Person entitled thereto, as such name and address shall appear
      on
      the Certificate Register. Notwithstanding the above, the final distribution
      on
      this Certificate will be made after due notice by the Trust Administrator of
      the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Rate for such Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage
      Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
      Insurer, if any, and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Master Servicer, the Servicer, the Trust
      Administrator, the Trustee and the NIMS Insurer, if any, without the consent
      on
      the Certificateholders or with the consent of the Holders of Certificates
      entitled to at least 66% of the Voting Rights as further set forth in the
      Agreement. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      holder of this Certificate shall be deemed to have made the representation
      set
      forth in Section 5.02(d) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master Servicer, the Trust Administrator or the
      Trustee may treat the Person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and none of the Depositor, the Master Servicer,
      the Trust Administrator, the Trustee nor any such agent shall be affected by
      notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all of the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans and REO Properties remaining in the
      Trust Fund at the time of purchase being less than or equal to 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator assumes no responsibility for their
      correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      February __, 2006

    WELLS
      FARGO BANK, N.A., not in its individual 
capacity, but solely as Trust
      Administrator for the 
MASTR Asset Backed Securities Trust
      2006-NC1

     

    By:_________________________________

            
                Authorized
      Officer

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    WELLS
      FARGO BANK, N.A., as Trust Administrator

     

    By:_________________________________

            
                Authorized
      Signatory

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    TEN
      COM -
      as tenants in common    UNIF
      GIFT
      MIN ACT - Custodian

     

    TEN
      ENT -
      as tenants by the entireties    (Cust)
      (Minor) under Uniform Gifts to Minors Act

     

    JT
      TEN -
      as joint tenants with right     

    if
      survivorship and not as    
      _________________

    tenants
      in common       (State)

     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        ___________________________________________________________
        ____________________________________________________________________________________________________________________________________________________________

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trust Administrator to issue a new Certificate of a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ___________________________________________________________________________________________________________________________.

    

     

    Dated:
      _______________

     

    _______________________________

    Signature
      by or on behalf of assignor

     

    _______________________________

    Signature
      Guaranteed

     

     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________
        ______________________________ for the account of
        _______________________________, account number ______________________________,
        or, if mailed by check,
        to_______________________________________________________________
        ________________________________________________________________________.
        

Applicable
        statements should be mailed to_______________________________________________
        _______________________________________________________.This information
        is
        provided by ___________________________________________, the assignee named
        above, or ________________________________________, as its
        agent.



    


    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A-13

     

    FORM
      OF
      CLASS M-9 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
      CLASS M-7 CERTIFICATES AND THE CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED
      IN
      THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

    


     

    
      	
              Series:
                2006-NC1

              Pass-Through
                Rate: Variable

              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2006

              First
                Distribution Date: March 27, 2006

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class M-9 Certificates as of
                the
                Issue Date: $7,778,000.00

              Denomination:
                $7,778,000.00

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 24, 2006

              CUSIP:
                57643L NQ 5

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
      SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
      NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
      OF
      THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-9 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-9 Certificates in a REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
      Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
      term includes any successor entity under the Agreement), the Master Servicer,
      the Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-9
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date and
      is
      the registered owner of Class M-9 Certificates the aggregate initial Certificate
      Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
      (ii)
      two-thirds of the aggregate initial Certificate Principal Balance of the Class
      M-9 Certificates, or otherwise by check mailed by first class mail to the
      address of the Person entitled thereto, as such name and address shall appear
      on
      the Certificate Register. Notwithstanding the above, the final distribution
      on
      this Certificate will be made after due notice by the Trust Administrator of
      the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Rate for such Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage
      Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
      Insurer, if any, and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Master Servicer, the Servicer, the Trust
      Administrator, the Trustee and the NIMS Insurer, if any, without the consent
      on
      the Certificateholders or with the consent of the Holders of Certificates
      entitled to at least 66% of the Voting Rights as further set forth in the
      Agreement. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of (i) if such transfer is purportedly
      being
      made in reliance upon Rule 144A under the 1933 Act, written certifications
      from
      the Holder of the Certificate desiring to effect the transfer, and from such
      Holder's prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Trust Administrator, the Master
      Servicer or the Servicer in their respective capacities as such), together
      with
      copies of the written certification(s) of the Holder of the Certificate desiring
      to effect the transfer and/or such Holder's prospective transferee upon which
      such Opinion of Counsel is based. None of the Depositor or the Trust
      Administrator is obligated to register or qualify the Class of Certificates
      specified on the face hereof under the 1933 Act or any other securities law
      or
      to take any action not otherwise required under the Agreement to permit the
      transfer of such Certificates without registration or qualification. Any Holder
      desiring to effect a transfer of this Certificate shall be required to indemnify
      the Trustee, the Depositor, the Trust Administrator, the Master Servicer and
      the
      Servicer against any liability that may result if the transfer is not so exempt
      or is not made in accordance with such federal and state laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 5.02(d) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master Servicer, the Trust Administrator or the
      Trustee may treat the Person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and none of the Depositor, the Master Servicer,
      the Trust Administrator, the Trustee nor any such agent shall be affected by
      notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all of the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans and REO Properties remaining in the
      Trust Fund at the time of purchase being less than or equal to 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator assumes no responsibility for their
      correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      February __, 2006

    WELLS
      FARGO BANK, N.A., not in its individual 
capacity, but solely as Trust
      Administrator for the 
MASTR Asset Backed Securities Trust
      2006-NC1

     

    By:_________________________________

            
                Authorized
      Officer

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    WELLS
      FARGO BANK, N.A., as Trust Administrator

     

    By:_________________________________

            
                Authorized
      Signatory

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    TEN
      COM -
      as tenants in common    UNIF
      GIFT
      MIN ACT - Custodian

     

    TEN
      ENT -
      as tenants by the entireties    (Cust)
      (Minor) under Uniform Gifts to Minors Act

     

    JT
      TEN -
      as joint tenants with right     

    if
      survivorship and not as    
      _________________

    tenants
      in common       (State)

     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        ___________________________________________________________
        ____________________________________________________________________________________________________________________________________________________________

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trust Administrator to issue a new Certificate of a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ___________________________________________________________________________________________________________________________.

    

     

    Dated:
      _________________

     

    _______________________________

    Signature
      by or on behalf of assignor

     

    _______________________________

    Signature
      Guaranteed

     

     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________
        ______________________________ for the account of
        _______________________________, account number ______________________________,
        or, if mailed by check,
        to_______________________________________________________________
        ________________________________________________________________________.
        

Applicable
        statements should be mailed to_______________________________________________
        _______________________________________________________.This information
        is
        provided by ___________________________________________, the assignee named
        above, or ________________________________________, as its
        agent.



    


    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A-14

     

    FORM
      OF
      CLASS M-10 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
      CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES AND THE CLASS M-9
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

    
      	
              Series:
                2006-NC1

              Pass-Through
                Rate: Variable

              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2006

              First
                Distribution Date: March 27, 2006

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class M-10 Certificates as of
                the
                Issue Date: $6,863,000.00

              Denomination:
                $6,863,000.00

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 24, 2006

              CUSIP:
                57643L NR 3

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
      SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
      NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
      OF
      THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-10 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-10 Certificates in a REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
      Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
      term includes any successor entity under the Agreement), the Master Servicer,
      the Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-10
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date and
      is
      the registered owner of Class M-10 Certificates the aggregate initial
      Certificate Principal Balance of which is in excess of the lesser of (i)
      $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal
      Balance of the Class M-10 Certificates, or otherwise by check mailed by first
      class mail to the address of the Person entitled thereto, as such name and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trust Administrator of the pendency of such distribution and only upon
      presentation and surrender of this Certificate at the office or agency appointed
      by the Trust Administrator for that purpose as provided in the
      Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Rate for such Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage
      Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
      Insurer, if any, and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Master Servicer, the Servicer, the Trust
      Administrator, the Trustee and the NIMS Insurer, if any, without the consent
      on
      the Certificateholders or with the consent of the Holders of Certificates
      entitled to at least 66% of the Voting Rights as further set forth in the
      Agreement. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of (i) if such transfer is purportedly
      being
      made in reliance upon Rule 144A under the 1933 Act, written certifications
      from
      the Holder of the Certificate desiring to effect the transfer, and from such
      Holder's prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Trust Administrator, the Master
      Servicer or the Servicer in their respective capacities as such), together
      with
      copies of the written certification(s) of the Holder of the Certificate desiring
      to effect the transfer and/or such Holder's prospective transferee upon which
      such Opinion of Counsel is based. None of the Depositor or the Trust
      Administrator is obligated to register or qualify the Class of Certificates
      specified on the face hereof under the 1933 Act or any other securities law
      or
      to take any action not otherwise required under the Agreement to permit the
      transfer of such Certificates without registration or qualification. Any Holder
      desiring to effect a transfer of this Certificate shall be required to indemnify
      the Trustee, the Depositor, the Trust Administrator, the Master Servicer and
      the
      Servicer against any liability that may result if the transfer is not so exempt
      or is not made in accordance with such federal and state laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 5.02(d) of the Agreement.The Certificates are
      issuable in fully registered form only without coupons in Classes and
      denominations representing Percentage Interests specified in the Agreement.
      As
      provided in the Agreement and subject to certain limitations therein set forth,
      the Certificates are exchangeable for new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest,
      as
      requested by the Holder surrendering the same. No service charge will be made
      for any such registration of transfer or exchange of Certificates, but the
      Trust
      Administrator may require payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in connection with any transfer or
      exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master Servicer, the Trust Administrator or the
      Trustee may treat the Person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and none of the Depositor, the Master Servicer,
      the Trust Administrator, the Trustee nor any such agent shall be affected by
      notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all of the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans and REO Properties remaining in the
      Trust Fund at the time of purchase being less than or equal to 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator assumes no responsibility for their
      correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      February __, 2006

    WELLS
      FARGO BANK, N.A., not in its individual 
capacity, but solely as Trust
      Administrator for the 
MASTR Asset Backed Securities Trust
      2006-NC1

     

    By:_________________________________

            
                Authorized
      Officer

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    WELLS
      FARGO BANK, N.A., as Trust Administrator

     

    By:_________________________________

            
                Authorized
      Signatory

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    TEN
      COM -
      as tenants in common    UNIF
      GIFT
      MIN ACT - Custodian

     

    TEN
      ENT -
      as tenants by the entireties    (Cust)
      (Minor) under Uniform Gifts to Minors Act

     

    JT
      TEN -
      as joint tenants with right     

    if
      survivorship and not as    
      _________________

    tenants
      in common       (State)

     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        ___________________________________________________________
        ____________________________________________________________________________________________________________________________________________________________

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trust Administrator to issue a new Certificate of a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ___________________________________________________________________________________________________________________________.

    

     

    Dated:
      __________________

     

    _______________________________

    Signature
      by or on behalf of assignor

     

    _______________________________

    Signature
      Guaranteed

     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________
        ______________________________ for the account of
        _______________________________, account number ______________________________,
        or, if mailed by check,
        to_______________________________________________________________
        ________________________________________________________________________.
        

Applicable
        statements should be mailed to_______________________________________________
        _______________________________________________________.This information
        is
        provided by ___________________________________________, the assignee named
        above, or ________________________________________, as its
        agent.



    


    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A-15

     

    FORM
      OF
      CLASS M-11 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
      CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE CLASS M-9 CERTIFICATES
      AND THE CLASS M-10 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

    


     

    
      	
              Series:
                2006-NC1

              Pass-Through
                Rate: Variable

              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2006

              First
                Distribution Date: March 27, 2006

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class M-11 Certificates as of
                the
                Issue Date: $4,575,000.00

              Denomination:
                $4,575,000.00

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 24, 2006

              CUSIP:
                57643L NS 1

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
      SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
      NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
      OF
      THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-11 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-11 Certificates in a REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
      Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
      term includes any successor entity under the Agreement), the Master Servicer,
      the Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-11
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date and
      is
      the registered owner of Class M-11 Certificates the aggregate initial
      Certificate Principal Balance of which is in excess of the lesser of (i)
      $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal
      Balance of the Class M-11 Certificates, or otherwise by check mailed by first
      class mail to the address of the Person entitled thereto, as such name and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trust Administrator of the pendency of such distribution and only upon
      presentation and surrender of this Certificate at the office or agency appointed
      by the Trust Administrator for that purpose as provided in the
      Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Rate for such Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage
      Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
      Insurer, if any, and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Master Servicer, the Servicer, the Trust
      Administrator, the Trustee and the NIMS Insurer, if any, without the consent
      on
      the Certificateholders or with the consent of the Holders of Certificates
      entitled to at least 66% of the Voting Rights as further set forth in the
      Agreement. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of (i) if such transfer is purportedly
      being
      made in reliance upon Rule 144A under the 1933 Act, written certifications
      from
      the Holder of the Certificate desiring to effect the transfer, and from such
      Holder's prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Trust Administrator, the Master
      Servicer or the Servicer in their respective capacities as such), together
      with
      copies of the written certification(s) of the Holder of the Certificate desiring
      to effect the transfer and/or such Holder's prospective transferee upon which
      such Opinion of Counsel is based. None of the Depositor or the Trust
      Administrator is obligated to register or qualify the Class of Certificates
      specified on the face hereof under the 1933 Act or any other securities law
      or
      to take any action not otherwise required under the Agreement to permit the
      transfer of such Certificates without registration or qualification. Any Holder
      desiring to effect a transfer of this Certificate shall be required to indemnify
      the Trustee, the Depositor, the Trust Administrator, the Master Servicer and
      the
      Servicer against any liability that may result if the transfer is not so exempt
      or is not made in accordance with such federal and state laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 5.02(d) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master Servicer, the Trust Administrator or the
      Trustee may treat the Person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and none of the Depositor, the Master Servicer,
      the Trust Administrator, the Trustee nor any such agent shall be affected by
      notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all of the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans and REO Properties remaining in the
      Trust Fund at the time of purchase being less than or equal to 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator assumes no responsibility for their
      correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      February __, 2006

    WELLS
      FARGO BANK, N.A., not in its individual 
capacity, but solely as Trust
      Administrator for the 
MASTR Asset Backed Securities Trust
      2006-NC1

     

    By:_________________________________

            
                Authorized
      Officer

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    WELLS
      FARGO BANK, N.A., as Trust Administrator

     

    By:_________________________________

            
                Authorized
      Signatory

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    TEN
      COM -
      as tenants in common    UNIF
      GIFT
      MIN ACT - Custodian

     

    TEN
      ENT -
      as tenants by the entireties    (Cust)
      (Minor) under Uniform Gifts to Minors Act

     

    JT
      TEN -
      as joint tenants with right     

    if
      survivorship and not as    
      _________________

    tenants
      in common       (State)

     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        ___________________________________________________________
        ____________________________________________________________________________________________________________________________________________________________

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trust Administrator to issue a new Certificate of a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ___________________________________________________________________________________________________________________________.

    

     

    Dated:
      ______________

     

    _______________________________

    Signature
      by or on behalf of assignor

     

    _______________________________

    Signature
      Guaranteed

     

     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________
        ______________________________ for the account of
        _______________________________, account number ______________________________,
        or, if mailed by check,
        to_______________________________________________________________
        ________________________________________________________________________.
        

Applicable
        statements should be mailed to_______________________________________________
        _______________________________________________________.This information
        is
        provided by ___________________________________________, the assignee named
        above, or ________________________________________, as its
        agent.



    


    
      
        
          
             

            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      A-16

    


    FORM
      OF
      CLASS CE CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE MEZZANINE
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

    


    
      	
              Series
                2006-NC1

              Pass-Through
                Rate: Variable

              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2006

              First
                Distribution Date: March 27, 2006

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class CE Certificates as of
                the Issue
                Date: $26,088,620.16

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 24, 2006

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
      SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
      NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
      OF
      THE UNITED STATES.

     

    This
      certifies that HBK Master Fund L.P. is the registered owner of a Percentage
      Interest (obtained by dividing the denomination of this Certificate by the
      aggregate Certificate Principal Balance of the Class CE Certificates as of
      the
      Issue Date) in that certain beneficial ownership interest evidenced by all
      the
      Class CE Certificates in a REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
      Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
      term includes any successor entity under the Agreement), the Master Servicer,
      the Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class CE
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date and
      is
      the registered owner of Class CE Certificates the aggregate initial Certificate
      Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
      (ii)
      two-thirds of the aggregate initial Certificate Principal Balance of the Class
      CE Certificates, or otherwise by check mailed by first class mail to the address
      of the Person entitled thereto, as such name and address shall appear on the
      Certificate Register. Notwithstanding the above, the final distribution on
      this
      Certificate will be made after due notice by the Trust Administrator of the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage
      Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
      Insurer, if any, and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Master Servicer, the Servicer, the Trust
      Administrator, the Trustee and the NIMS Insurer, if any, without the consent
      on
      the Certificateholders or with the consent of the Holders of Certificates
      entitled to at least 66% of the Voting Rights as further set forth in the
      Agreement. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of (i) if such transfer is purportedly
      being
      made in reliance upon Rule 144A under the 1933 Act, written certifications
      from
      the Holder of the Certificate desiring to effect the transfer, and from such
      Holder's prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Trust Administrator, the Master
      Servicer or the Servicer in their respective capacities as such), together
      with
      copies of the written certification(s) of the Holder of the Certificate desiring
      to effect the transfer and/or such Holder's prospective transferee upon which
      such Opinion of Counsel is based. None of the Depositor or the Trust
      Administrator is obligated to register or qualify the Class of Certificates
      specified on the face hereof under the 1933 Act or any other securities law
      or
      to take any action not otherwise required under the Agreement to permit the
      transfer of such Certificates without registration or qualification. Any Holder
      desiring to effect a transfer of this Certificate shall be required to indemnify
      the Trustee, the Depositor, the Trust Administrator, the Master Servicer and
      the
      Servicer against any liability that may result if the transfer is not so exempt
      or is not made in accordance with such federal and state laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 5.02(d) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master Servicer, the Trust Administrator or the
      Trustee may treat the Person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and none of the Depositor, the Master Servicer,
      the Trust Administrator, the Trustee nor any such agent shall be affected by
      notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all of the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans and REO Properties remaining in the
      Trust Fund at the time of purchase being less than or equal to 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator assumes no responsibility for their
      correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      February __, 2006

    WELLS
      FARGO BANK, N.A., not in its individual 
capacity, but solely as Trust
      Administrator for the 
MASTR Asset Backed Securities Trust
      2006-NC1

     

    By:_________________________________

            
                Authorized
      Officer

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    WELLS
      FARGO BANK, N.A., as Trust Administrator

     

    By:_________________________________

     Authorized
      Signatory

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    TEN
      COM -
      as tenants in common    UNIF
      GIFT
      MIN ACT - Custodian

     

    TEN
      ENT -
      as tenants by the entireties    (Cust)
      (Minor) under Uniform Gifts to Minors Act

     

    JT
      TEN -
      as joint tenants with right     

    if
      survivorship and not as    
      _________________

    tenants
      in common       (State)

     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        ___________________________________________________________
        ____________________________________________________________________________________________________________________________________________________________

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trust Administrator to issue a new Certificate of a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ___________________________________________________________________________________________________________________________.

    

     

    Dated:
      _________________

     

    _______________________________

    Signature
      by or on behalf of assignor

     

    _______________________________

    Signature
      Guaranteed

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________
        ______________________________ for the account of
        _______________________________, account number ______________________________,
        or, if mailed by check,
        to_______________________________________________________________
        ________________________________________________________________________.
        

Applicable
        statements should be mailed to_______________________________________________
        _______________________________________________________.This information
        is
        provided by ___________________________________________, the assignee named
        above, or ________________________________________, as its
        agent.



     

    


    
      
        
          
             

            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      A-17

     

    FORM
      OF
      CLASS P CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

    


    
      	
              Series:
                2006-NC1

              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2006

              First
                Distribution Date: March 27, 2006

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class P Certificates as of the
                Issue
                Date: $100.00

              Denomination:
                $100.00

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 24, 2006

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
      SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
      NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
      OF
      THE UNITED STATES.

     

    This
      certifies that HBK Master Fund L.P. is the registered owner of a Percentage
      Interest (obtained by dividing the denomination of this Certificate by the
      aggregate Certificate Principal Balance of the Class P Certificates as of the
      Issue Date) in that certain beneficial ownership interest evidenced by all
      the
      Class P Certificates in REMIC V created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
      Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
      term includes any successor entity under the Agreement), the Master Servicer,
      the Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class P Certificates
      on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date and
      is
      the registered owner of Class P Certificates the aggregate initial Certificate
      Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
      (ii)
      two-thirds of the aggregate initial Certificate Principal Balance of the Class
      P
      Certificates, or otherwise by check mailed by first class mail to the address
      of
      the Person entitled thereto, as such name and address shall appear on the
      Certificate Register. Notwithstanding the above, the final distribution on
      this
      Certificate will be made after due notice by the Trust Administrator of the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage
      Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
      Insurer, if any, and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Master Servicer, the Servicer, the Trust
      Administrator, the Trustee and the NIMS Insurer, if any, without the consent
      on
      the Certificateholders or with the consent of the Holders of Certificates
      entitled to at least 66% of the Voting Rights as further set forth in the
      Agreement. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of (i) if such transfer is purportedly
      being
      made in reliance upon Rule 144A under the 1933 Act, written certifications
      from
      the Holder of the Certificate desiring to effect the transfer, and from such
      Holder’s prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Trust Administrator, the Master
      Servicer or the Servicer in their respective capacities as such), together
      with
      copies of the written certification(s) of the Holder of the Certificate desiring
      to effect the transfer and/or such Holder's prospective transferee upon which
      such Opinion of Counsel is based. None of the Depositor or the Trust
      Administrator is obligated to register or qualify the Class of Certificates
      specified on the face hereof under the 1933 Act or any other securities law
      or
      to take any action not otherwise required under the Agreement to permit the
      transfer of such Certificates without registration or qualification. Any Holder
      desiring to effect a transfer of this Certificate shall be required to indemnify
      the Trustee, the Depositor, the Trust Administrator, the Master Servicer and
      the
      Servicer against any liability that may result if the transfer is not so exempt
      or is not made in accordance with such federal and state laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 5.02(d) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master Servicer, the Trust Administrator or the
      Trustee may treat the Person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and none of the Depositor, the Master Servicer,
      the Trust Administrator, the Trustee nor any such agent shall be affected by
      notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all of the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans and REO Properties remaining in the
      Trust Fund at the time of purchase being less than or equal to 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator assumes no responsibility for their
      correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      February __, 2006

    WELLS
      FARGO BANK, N.A., not in its individual 
capacity, but solely as Trust
      Administrator for the 
MASTR Asset Backed Securities Trust
      2006-NC1

     

    By:________________________________

            
                Authorized
      Officer

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    WELLS
      FARGO BANK, N.A., as Trust Administrator

     

    By:_________________________________

     Authorized
      Signatory

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    TEN
      COM -
      as tenants in common    UNIF
      GIFT
      MIN ACT - Custodian

     

    TEN
      ENT -
      as tenants by the entireties    (Cust)
      (Minor) under Uniform Gifts to Minors Act

     

    JT
      TEN -
      as joint tenants with right     

    if
      survivorship and not as    
      _________________

    tenants
      in common       (State)

     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        ___________________________________________________________
        ____________________________________________________________________________________________________________________________________________________________

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trust Administrator to issue a new Certificate of a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ___________________________________________________________________________________________________________________________.

    

     

    Dated:
      _________________

     

    _______________________________

    Signature
      by or on behalf of assignor

     

    _______________________________

    Signature
      Guaranteed

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________
        ______________________________ for the account of
        _______________________________, account number ______________________________,
        or, if mailed by check,
        to_______________________________________________________________
        ________________________________________________________________________.
        

Applicable
        statements should be mailed to_______________________________________________
        _______________________________________________________.This information
        is
        provided by ___________________________________________, the assignee named
        above, or ________________________________________, as its
        agent.



    


    
      
        
          
             

            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      A-18

    


    FORM
      OF
      CLASS R CERTIFICATE

     

    THIS
      CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
      DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
      OF
      1986 (THE “CODE”).

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUST ADMINISTRATOR
      THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF,
      ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
      INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
      FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
      521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
      UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
      CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY
      SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER
      BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A
      DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
      THE
      ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN
      ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
      TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF
      ANY
      TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
      ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
      SHALL
      BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
      NOT
      BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT
      NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER
      OF
      THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO
      THE
      PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(d) OF THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
      DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
      OF
      THIS CERTIFICATE.

    


    
      	
              Series:
                2006-NC1

              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2006

              First
                Distribution Date: March 27, 2006

              No.
                1 

            	
              Aggregate
                Percentage Interest of the Class R Certificates as of the Issue Date:
                100.00%

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 24, 2006

            


    

    


    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
      SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
      NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
      OF
      THE UNITED STATES.

     

    This
      certifies that UBS Securities LLC is the registered owner of a Percentage
      Interest (as specified above) in that certain beneficial ownership interest
      evidenced by all the Certificates of the Class to which this Certificate belongs
      created pursuant to a Pooling and Servicing Agreement, dated as specified above
      (the “Agreement”), among Mortgage Asset Securitization Transactions, Inc.
      (hereinafter called the “Depositor,” which term includes any successor entity
      under the Agreement), the Master Servicer, the Trust Administrator and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class R Certificates
      on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date and
      is
      the registered owner of Class R Certificates the aggregate initial Certificate
      Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
      (ii)
      two-thirds of the aggregate initial Certificate Principal Balance of the Class
      R
      Certificates, or otherwise by check mailed by first class mail to the address
      of
      the Person entitled thereto, as such name and address shall appear on the
      Certificate Register. Notwithstanding the above, the final distribution on
      this
      Certificate will be made after due notice by the Trust Administrator of the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage
      Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
      Insurer, if any, and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Master Servicer, the Servicer, the Trust
      Administrator, the Trustee and the NIMS Insurer, if any, without the consent
      on
      the Certificateholders or with the consent of the Holders of Certificates
      entitled to at least 66% of the Voting Rights as further set forth in the
      Agreement. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of (i) if such transfer is purportedly
      being
      made in reliance upon Rule 144A under the 1933 Act, written certifications
      from
      the Holder of the Certificate desiring to effect the transfer, and from such
      Holder’s prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Trust Administrator, the Master
      Servicer or the Servicer in their respective capacities as such), together
      with
      copies of the written certification(s) of the Holder of the Certificate desiring
      to effect the transfer and/or such Holder's prospective transferee upon which
      such Opinion of Counsel is based. None of the Depositor or the Trust
      Administrator is obligated to register or qualify the Class of Certificates
      specified on the face hereof under the 1933 Act or any other securities law
      or
      to take any action not otherwise required under the Agreement to permit the
      transfer of such Certificates without registration or qualification. Any Holder
      desiring to effect a transfer of this Certificate shall be required to indemnify
      the Trustee, the Depositor, the Trust Administrator, the Master Servicer and
      the
      Servicer against any liability that may result if the transfer is not so exempt
      or is not made in accordance with such federal and state laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 5.02(d) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Trust Administrator (i) an affidavit
      to
      the effect that such transferee is any Person other than a Disqualified
      Organization or the agent (including a broker, nominee or middleman) of a
      Disqualified Organization, and (ii) a certificate that acknowledges that (A)
      the
      Class R Certificates have been designated as a residual interest in a REMIC,
      (B)
      it will include in its income a pro
      rata share
      of
      the net income of the Trust Fund and that such income may be an “excess
      inclusion,” as defined in the Code, that, with certain exceptions, cannot be
      offset by other losses or benefits from any tax exemption, and (C) it expects
      to
      have the financial means to satisfy all of its tax obligations including those
      relating to holding the Class R Certificates. Notwithstanding the registration
      in the Certificate Register of any transfer, sale or other disposition of this
      Certificate to a Disqualified Organization or an agent (including a broker,
      nominee or middleman) of a Disqualified Organization, such registration shall
      be
      deemed to be of no legal force or effect whatsoever and such Person shall not
      be
      deemed to be a Certificateholder for any purpose, including, but not limited
      to,
      the receipt of distributions in respect of this Certificate.

     

    The
      Holder of this Certificate, by its acceptance hereof, shall be deemed to have
      consented to the provisions of Section 5.02 of the Agreement and to any
      amendment of the Agreement deemed necessary by counsel of the Depositor to
      ensure that the transfer of this Certificate to any Person other than a
      Permitted Transferee or any other Person will not cause the Trust Fund to cease
      to qualify as a REMIC or cause the imposition of a tax upon the
      REMIC.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master Servicer, the Trust Administrator or the
      Trustee may treat the Person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and none of the Depositor, the Master Servicer,
      the Trust Administrator, the Trustee nor any such agent shall be affected by
      notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all of the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans and REO Properties remaining in the
      Trust Fund at the time of purchase being less than or equal to 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator assumes no responsibility for their
      correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      February __, 2006

    WELLS
      FARGO BANK, N.A., not in its individual 
capacity, but solely as Trust
      Administrator for the 
MASTR Asset Backed Securities Trust
      2006-NC1

     

    By:_________________________________

            
                Authorized
      Officer

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    WELLS
      FARGO BANK, N.A., as Trust Administrator

     

    By:_________________________________

     Authorized
      Signatory

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    TEN
      COM -
      as tenants in common    UNIF
      GIFT
      MIN ACT - Custodian

     

    TEN
      ENT -
      as tenants by the entireties    (Cust)
      (Minor) under Uniform Gifts to Minors Act

     

    JT
      TEN -
      as joint tenants with right     

    if
      survivorship and not as    
      _________________

    tenants
      in common       (State)

     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _______________________________________________________
      ____________________________________________________________________________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:
      ___________________________________________________________________________________________________________________________.

     

    Dated:
      _______________

     

    _______________________________

    Signature
      by or on behalf of assignor

     

    _______________________________
                                               
      Signature
      Guaranteed

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________
        ______________________________ for the account of
        _______________________________, account number ______________________________,
        or, if mailed by check,
        to_______________________________________________________________
        ________________________________________________________________________.
        

Applicable
        statements should be mailed to_______________________________________________
        _______________________________________________________.This information
        is
        provided by ___________________________________________, the assignee named
        above, or ________________________________________, as its
        agent.

    

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    



    EXHIBIT
      A-19

     

    FORM
      OF
      CLASS R-X CERTIFICATE

     

    THIS
      CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
      DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
      OF
      1986 (THE “CODE”).

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUST ADMINISTRATOR
      THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF,
      ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
      INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
      FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
      521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
      UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
      CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY
      SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER
      BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A
      DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
      THE
      ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN
      ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
      TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF
      ANY
      TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
      ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
      SHALL
      BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
      NOT
      BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT
      NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER
      OF
      THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO
      THE
      PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(d) OF THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
      DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
      OF
      THIS CERTIFICATE.

    


    
      	
              Series:
                2006-NC1

              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2006

              First
                Distribution Date: March 27, 2006

              No.
                1 

            	
              Aggregate
                Percentage Interest of the Class R-X Certificates as of the Issue
                Date:
                100.00%

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 24, 2006

            


    

    


    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
      SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
      NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
      OF
      THE UNITED STATES.

     

    This
      certifies that UBS Securities LLC is the registered owner of a Percentage
      Interest (as specified above) in that certain beneficial ownership interest
      evidenced by all the Certificates of the Class to which this Certificate belongs
      created pursuant to a Pooling and Servicing Agreement, dated as specified above
      (the “Agreement”), among Mortgage Asset Securitization Transactions, Inc.
      (hereinafter called the “Depositor,” which term includes any successor entity
      under the Agreement), the Master Servicer, the Trust Administrator and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class R-X
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date and
      is
      the registered owner of Class R-X Certificates the aggregate initial Certificate
      Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
      (ii)
      two-thirds of the aggregate initial Certificate Principal Balance of the Class
      R-X Certificates, or otherwise by check mailed by first class mail to the
      address of the Person entitled thereto, as such name and address shall appear
      on
      the Certificate Register. Notwithstanding the above, the final distribution
      on
      this Certificate will be made after due notice by the Trust Administrator of
      the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Distribution Account may be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      advances made, or certain expenses incurred, with respect to the Mortgage
      Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
      Insurer, if any, and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Master Servicer, the Servicer, the Trust
      Administrator, the Trustee and the NIMS Insurer, if any, without the consent
      on
      the Certificateholders or with the consent of the Holders of Certificates
      entitled to at least 66% of the Voting Rights as further set forth in the
      Agreement. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of (i) if such transfer is purportedly
      being
      made in reliance upon Rule 144A under the 1933 Act, written certifications
      from
      the Holder of the Certificate desiring to effect the transfer, and from such
      Holder’s prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Trust Administrator, the Master
      Servicer or the Servicer in their respective capacities as such), together
      with
      copies of the written certification(s) of the Holder of the Certificate desiring
      to effect the transfer and/or such Holder's prospective transferee upon which
      such Opinion of Counsel is based. None of the Depositor or the Trust
      Administrator is obligated to register or qualify the Class of Certificates
      specified on the face hereof under the 1933 Act or any other securities law
      or
      to take any action not otherwise required under the Agreement to permit the
      transfer of such Certificates without registration or qualification. Any Holder
      desiring to effect a transfer of this Certificate shall be required to indemnify
      the Trustee, the Depositor, the Trust Administrator, the Master Servicer and
      the
      Servicer against any liability that may result if the transfer is not so exempt
      or is not made in accordance with such federal and state laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 5.02(d) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Trust Administrator (i) an affidavit
      to
      the effect that such transferee is any Person other than a Disqualified
      Organization or the agent (including a broker, nominee or middleman) of a
      Disqualified Organization, and (ii) a certificate that acknowledges that (A)
      the
      Class R-X Certificates have been designated as a residual interest in a REMIC,
      (B) it will include in its income a pro
      rata share
      of
      the net income of the Trust Fund and that such income may be an “excess
      inclusion,” as defined in the Code, that, with certain exceptions, cannot be
      offset by other losses or benefits from any tax exemption, and (C) it expects
      to
      have the financial means to satisfy all of its tax obligations including those
      relating to holding the Class R-X Certificates. Notwithstanding the registration
      in the Certificate Register of any transfer, sale or other disposition of this
      Certificate to a Disqualified Organization or an agent (including a broker,
      nominee or middleman) of a Disqualified Organization, such registration shall
      be
      deemed to be of no legal force or effect whatsoever and such Person shall not
      be
      deemed to be a Certificateholder for any purpose, including, but not limited
      to,
      the receipt of distributions in respect of this Certificate.

     

    The
      Holder of this Certificate, by its acceptance hereof, shall be deemed to have
      consented to the provisions of Section 5.02 of the Agreement and to any
      amendment of the Agreement deemed necessary by counsel of the Depositor to
      ensure that the transfer of this Certificate to any Person other than a
      Permitted Transferee or any other Person will not cause the Trust Fund to cease
      to qualify as a REMIC or cause the imposition of a tax upon the
      REMIC.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master Servicer, the Trust Administrator or the
      Trustee may treat the Person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and none of the Depositor, the Master Servicer,
      the Trust Administrator, the Trustee nor any such agent shall be affected by
      notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all of the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans and REO Properties remaining in the
      Trust Fund at the time of purchase being less than or equal to 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator assumes no responsibility for their
      correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      February __, 2006

    WELLS
      FARGO BANK, N.A., not in its individual 
capacity, but solely as Trust
      Administrator for the 
MASTR Asset Backed Securities Trust
      2006-NC1

     

    By:_________________________________

            
                Authorized
      Officer

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    WELLS
      FARGO BANK, N.A., as Trust Administrator

     

    By:________________________________

         
      Authorized Signatory

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    TEN
      COM -
      as tenants in common    UNIF
      GIFT
      MIN ACT - Custodian

     

    TEN
      ENT -
      as tenants by the entireties    (Cust)
      (Minor) under Uniform Gifts to Minors Act

     

    JT
      TEN -
      as joint tenants with right     

    if
      survivorship and not as    
      _________________

    tenants
      in common       (State)

     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        ___________________________________________________________
        ____________________________________________________________________________________________________________________________________________________________

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trust Administrator to issue a new Certificate of a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ___________________________________________________________________________________________________________________________.

    

     

    Dated:
      __________

     

    _______________________________

    Signature
      by or on behalf of assignor

     

    _______________________________

    Signature
      Guaranteed

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________
        ______________________________ for the account of
        _______________________________, account number ______________________________,
        or, if mailed by check,
        to_______________________________________________________________
        ________________________________________________________________________.
        

Applicable
        statements should be mailed to_______________________________________________
        _______________________________________________________.This information
        is
        provided by ___________________________________________, the assignee named
        above, or ________________________________________, as its
        agent.

    

    


     

    


    
      
        
          
             

            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    


     

    EXHIBIT
      B

     

    [RESERVED]

     

    


    


    
      
        
          
             

            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      C-1

     

     

    FORM
      OF
      CUSTODIAN’S INITIAL CERTIFICATION

     

    See
      Exhibit 1 to the Custodial Agreement

     

     

    
      Available
        upon request.

    

    


    


     

    


    
      
        
          
             

            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      C-2

     

     

    FORM
      OF
      CUSTODIAN’S FINAL CERTIFICATION

     

    See
      Exhibit 2 to the Custodial Agreement

     

     

    
      Available
        upon request.

    

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

     

    EXHIBIT
      D

     

    

      MORTGAGE
        LOAN PURCHASE AGREEMENT

       

      This
        is a
        Mortgage Loan Purchase Agreement (this “Agreement”), dated February 15, 2006,
        among UBS Real Estate Securities Inc., a Delaware corporation (the “Seller”),
        Mortgage Asset Securitization Transactions, Inc., a Delaware corporation
        (the
“Purchaser”) and NC Capital Corporation, a California corporation (the “NC
        Capital”).

       

      Preliminary
        Statement

       

      The
        Seller intends to sell the Mortgage Loans (as hereinafter identified) and
        the
        Interest Rate Swap Agreement to the Purchaser on the terms and subject to
        the
        conditions set forth in this Agreement. The Purchaser intends to deposit
        the
        Mortgage Loans into a mortgage pool comprising the Trust Fund. The Trust
        Fund
        will be evidenced by a single series of mortgage pass-through certificates
        designated as Series 2006-NC1 (the “Certificates”). The Certificates will
        consist of twenty classes of certificates. The Certificates will be issued
        pursuant to a Pooling and Servicing Agreement for Series 2006-NC1, dated
        as of
        February 1, 2006 (the “Pooling and Servicing Agreement”), among Mortgage Asset
        Securitization Transactions, Inc. as depositor (the “Depositor”), Wells Fargo
        Bank, N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”), Wells Fargo Bank, N.A. as servicer (the “Servicer”) and
        U.S. Bank National Association as trustee (the “Trustee”). Capitalized terms
        used but not defined herein shall have the meanings set forth in the Pooling
        and
        Servicing Agreement.

       

      The
        parties hereto agree as follows:

       

      SECTION
        1.  Agreement
        to Purchase.
        The
        Seller agrees to sell and the Purchaser agrees to purchase, on or before
        February 24, 2006 (the “Closing Date”), certain fixed-rate and adjustable-rate
        conventional, one- to four-family, residential mortgage loans (the “Mortgage
        Loans”), having an aggregate principal balance as of the close of business on
        February 1, 2006, (the “Cut-off Date”) of approximately $915,168,720 (the
“Closing Balance”), after giving effect to all payments due on the Mortgage
        Loans on or before the Cut-off Date, whether or not received, including the
        right to any Prepayment Charges payable by the related Mortgagors in connection
        with any Principal Prepayments on the Mortgage Loans. In addition to the
        sale of
        the Mortgage Loans, the Seller will cause the Interest Rate Swap Agreement
        to be
        transferred to the Purchaser.

       

      SECTION
        2.  Mortgage
        Loan Schedule.
        The
        Purchaser and the Seller have agreed upon which of the mortgage loans owned
        by
        the Seller are to be purchased by the Purchaser pursuant to this Agreement
        and
        the Seller will prepare or cause to be prepared on or prior to the Closing
        Date
        a final schedule (the “Closing Schedule”) that shall describe such Mortgage
        Loans, including any Prepayment Charges with respect thereto, and set forth
        all
        of the Mortgage Loans to be purchased under this Agreement. The Closing Schedule
        will conform to the requirements set forth in this Agreement and to the
        definitions of “Mortgage Loan Schedule” and “Prepayment Charge Schedule” under
        the Pooling and Servicing Agreement, it being understood that for purposes
        of
        this Agreement, “Mortgage Loan Schedule” shall refer to the schedule delivered
        by NC Capital to the Seller. The Closing Schedule shall be used as the Mortgage
        Loan Schedule and Prepayment Charge Schedule under the Pooling and Servicing
        Agreement.

       

      SECTION
        3.  Consideration.

       

      (a)  In
        consideration for the Mortgage Loans to be purchased hereunder, the Purchaser
        shall, as described in Section 8, pay to or upon the order of the Seller
        in
        immediately available funds an amount (the “Mortgage Loan Purchase Price”) equal
        to the net sale proceeds of the Certificates.

       

      (b)  The
        Purchaser or any assignee, transferee or designee of the Purchaser shall
        be
        entitled to all scheduled payments of principal due after the Cut-off Date,
        all
        other payments of principal due and collected after the Cut-off Date, and
        all
        payments of interest on the Mortgage Loans allocable to the period after
        the
        Cut-off Date. All scheduled payments of principal and interest due on or
        before
        the Cut-off Date and collected after the Cut-off Date shall belong to the
        Seller.

       

      (c)  Pursuant
        to the Pooling and Servicing Agreement, the Purchaser will assign all of
        its
        right, title and interest in and to the Mortgage Loans, together with its
        rights
        under this Agreement, to the Trustee for the benefit of the
        Certificateholders.

       

      SECTION
        4.  Transfer
        of the Mortgage Loans.

       

      (a)  Possession
        of Mortgage Files.
        The
        Seller does hereby sell, transfer, assign, set over and convey to the Purchaser,
        without recourse but subject to the terms of this Agreement, all of its right,
        title and interest in, to and under the Mortgage Loans, including any related
        Prepayment Charges. The contents of each Mortgage File not delivered to the
        Purchaser or to any assignee, transferee or designee of the Purchaser on
        or
        prior to the Closing Date are and shall be held in trust by the Seller for
        the
        benefit of the Purchaser or any assignee, transferee or designee of the
        Purchaser. Upon the sale of the Mortgage Loans, the ownership of each Mortgage
        Note, the related Mortgage and the other contents of the related Mortgage
        File
        is vested in the Purchaser and the ownership of all records and documents
        with
        respect to the related Mortgage Loan prepared by or that come into the
        possession of the Seller on or after the Closing Date shall immediately vest
        in
        the Purchaser and shall be delivered immediately to the Purchaser or as
        otherwise directed by the Purchaser.

       

      (b)  Delivery
        of Mortgage Loan Documents.
        The
        Seller will, on or prior to the Closing Date, deliver or cause to be delivered
        to the Purchaser or any assignee, transferee or designee of the Purchaser
        each
        of the following documents for each Mortgage Loan:

       

      (i)  the
        original Mortgage Note, endorsed in blank or in the following form: “Pay to the
        order of U.S. Bank National Association, as Trustee under the applicable
        agreement, without recourse,” with all prior and intervening endorsements
        showing a complete chain of endorsement from the Originator to the Person
        so
        endorsing to the Trustee;

       

      (ii)  the
        original Mortgage, noting the presence of the MIN of the Mortgage Loan and
        language indicating that the Mortgage Loan is a MOM Loan if the Mortgage
        Loan is
        a MOM Loan, with evidence of recording thereon, and the original recorded
        power
        of attorney, if the Mortgage was executed pursuant to a power of attorney,
        with
        evidence of recording thereon;

       

      (iii)  unless
        the Mortgage Loan is registered on the MERS® System, an original Assignment in
        blank;

       

      (iv)  the
        original recorded Assignment or Assignments showing a complete chain of
        assignment from the Originator to the Person assigning the Mortgage to the
        Trustee (or to MERS, if the Mortgage Loan is registered on the MERS® System and
        noting the presence of the MIN) as contemplated by the immediately preceding
        clause (iii);

       

      (v)  the
        original or copies of each assumption, modification, written assurance or
        substitution agreement, if any; and

       

      (vi)  the
        original lender's title insurance policy, together with all endorsements
        or
        riders that were issued with or subsequent to the issuance of such policy,
        insuring the priority of the Mortgage as a first lien on the Mortgaged Property
        represented therein as a fee interest vested in the Mortgagor, or in the
        event
        such original title policy is unavailable, a written commitment or uniform
        binder or preliminary report of title issued by the title insurance or escrow
        company.

       

      With
        respect to a maximum of approximately 1.0% of the Mortgage Loans, by outstanding
        principal balance of the Mortgage Loans as of the Cut-off Date, if any original
        Mortgage Note referred to in Section 4(b)(i) above cannot be located, the
        obligations of the Seller to deliver such documents shall be deemed to be
        satisfied upon delivery to the Purchaser of a photocopy of such Mortgage
        Note,
        if available, with a lost note affidavit substantially in the form of Exhibit
        I
        to the Pooling and Servicing Agreement. If any of the original Mortgage Notes
        for which a lost note affidavit was delivered to the Purchaser is subsequently
        located, such original Mortgage Note shall be delivered to the Purchaser
        within
        three Business Days.

       

      Except
        with respect to any Mortgage Loan for which MERS is identified on the Mortgage
        or on a properly recorded assignment of the Mortgage as the mortgagee of
        record,
        NC Capital promptly shall (within sixty Business Days following the later
        of the
        Closing Date and the date of receipt by NC Capital of the recording information
        for a Mortgage, but in no event later than ninety days following the Closing
        Date) submit or cause to be submitted for recording, at no expense to the
        Purchaser, in the appropriate public office for real property records, each
        Assignment referred to in Section 4(b)(iii) and (iv) above and in connection
        therewith, NC Capital shall execute each original Assignment in the following
        form: “U.S. Bank National Association, as Trustee under the applicable
        agreement.” In the event that any such Assignment is lost or returned unrecorded
        because of a defect therein, NC Capital shall promptly prepare or cause to
        be
        prepared a substitute Assignment or cure or cause to be cured such defect,
        as
        the case may be, and thereafter cause each such Assignment to be duly recorded.
        Notwithstanding the foregoing, to the extent that NC Capital has performed
        the
        duties with the respect to any Mortgage Loan referenced in this paragraph
        in
        connection with the transfer of such Mortgage Loan to the Seller, references
        to
        NC Capital in this paragraph shall be deemed to be references to the
        Seller.

       

      In
        connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Seller agrees that it will cause, within 30 Business Days after
        the
        Closing Date, the MERS® System to indicate that such Mortgage Loans have been
        assigned by the Purchaser to the Trustee in accordance with the Pooling and
        Servicing Agreement for the benefit of the Certificateholders by including
        in
        such computer files (a) the code in the field which identifies the specific
        Trustee and (b) the code in the field “Pool Field” which identifies the series
        of the Certificates issued in connection with such Mortgage Loans.

       

      If
        any of
        the documents referred to in Sections 4(b)(ii), (iii) or (iv) above has,
        as of
        the Closing Date, been submitted for recording but either (x) has not been
        returned from the applicable public recording office or (y) has been lost
        or
        such public recording office has retained the original of such document,
        the
        obligations of the Seller to deliver such documents shall be deemed to be
        satisfied upon (1) delivery to the Purchaser of a copy of each such document
        certified by NC Capital in the case of (x) above or the applicable public
        recording office in the case of (y) above to be a true and complete copy
        of the
        original that was submitted for recording and (2) if such copy is certified
        by
        NC Capital, delivery to the Purchaser promptly upon receipt thereof of either
        the original or a copy of such document certified by the applicable public
        recording office to be a true and complete copy of the original. NC Capital
        shall provide notice to the Seller and the Seller shall provide such notice
        to
        the Trustee and the Rating Agencies if delivery pursuant to clause (2) above
        will be made more than 180 days after the Closing Date.

       

      If
        the
        original lender's title insurance policy was not delivered pursuant to Section
        4(b)(vi) above, the Seller shall deliver or cause to be delivered to the
        Purchaser, promptly after receipt thereof, the original lender's title insurance
        policy. The Seller shall deliver or cause to be delivered to the Purchaser
        promptly upon receipt thereof any other original documents constituting a
        part
        of a Mortgage File received with respect to any Mortgage Loan, including,
        but
        not limited to, any original documents evidencing an assumption or modification
        of any Mortgage Loan.

       

      Each
        original document relating to a Mortgage Loan which is not delivered to the
        Purchaser or its assignee, transferee or designee, if held by the Seller,
        shall
        be so held for the benefit of the Purchaser, its assignee, transferee or
        designee.

       

      (c)  Acceptance
        of Mortgage Loans.
        The
        documents delivered pursuant to Section 4(b) hereof shall be reviewed by
        the
        Purchaser or any assignee, transferee or designee of the Purchaser at any
        time
        before or after the Closing Date (and with respect to each document permitted
        to
        be delivered after the Closing Date, within seven days of its delivery) to
        ascertain that all required documents have been executed and received and
        that
        such documents relate to the Mortgage Loans identified on the Mortgage Loan
        Schedule.

       

      (d)  Transfer
        of Interest in Agreements.
        The
        Purchaser has the right to assign its interest under this Agreement, in whole
        or
        in part, to the Trustee, as may be required to effect the purposes of the
        Pooling and Servicing Agreement, without the consent of the Seller, and the
        assignee shall succeed to the rights and obligations hereunder of the Purchaser.
        Any expense reasonably incurred by or on behalf of the Purchaser or the Trustee
        in connection with enforcing any obligations of the Seller under this Agreement
        will be promptly reimbursed by the Seller.

       

      (e)  Examination
        of Mortgage Files.
        Prior
        to the Closing Date, the Seller shall either (i) deliver in escrow to the
        Purchaser, or to any assignee, transferee or designee of the Purchaser for
        examination, the Mortgage File pertaining to each Mortgage Loan or (ii) make
        such Mortgage Files available to the Purchaser or to any assignee, transferee
        or
        designee of the Purchaser for examination. Such examination may be made by
        the
        Purchaser or the Trustee, and their respective designees, upon reasonable
        notice
        to the Seller during normal business hours before the Closing Date and within
        60
        days after the Closing Date. If any such person makes such examination prior
        to
        the Closing Date and identifies any Mortgage Loans that do not conform to
        the
        requirements of the Purchaser as described in this Agreement, such Mortgage
        Loans shall be deleted from the Closing Schedule. The Purchaser may, at its
        option and without notice to the Seller, purchase all or part of the Mortgage
        Loans without conducting any partial or complete examination. The fact that
        the
        Purchaser or any person has conducted or has failed to conduct any partial
        or
        complete examination of the Mortgage Files shall not affect the rights of
        the
        Purchaser or any assignee, transferee or designee of the Purchaser to demand
        repurchase or other relief as provided herein or under the Pooling and Servicing
        Agreement.

       

      SECTION
        5.  Representations,
        Warranties and Covenants of the Seller and NC Capital.

       

      (a)  The
        Seller hereby represents and warrants to NC Capital and the Purchaser, as
        of the
        date hereof and as of the Closing Date, and covenants, that:

       

      (i)  The
        Seller is duly organized, validly existing and in good standing as a corporation
        under the laws of the State of Delaware with full corporate power and authority
        to conduct its business as presently conducted by it to the extent material
        to
        the consummation of the transactions contemplated herein. The Seller has
        the
        full corporate power and authority to own the Mortgage Loans and to transfer
        and
        convey the Mortgage Loans to the Purchaser and has the full corporate power
        and
        authority to execute and deliver, engage in the transactions contemplated
        by,
        and perform and observe the terms and conditions of this Agreement;

       

      (ii)  The
        Seller has duly authorized the execution, delivery and performance of this
        Agreement, has duly executed and delivered this Agreement, and this Agreement,
        assuming due authorization, execution and delivery by NC Capital and the
        Purchaser, constitutes a legal, valid and binding obligation of the Seller,
        enforceable against it in accordance with its terms except as the enforceability
        thereof may be limited by bankruptcy, insolvency or reorganization or by
        general
        principles of equity;

       

      (iii)  The
        execution, delivery and performance of this Agreement by the Seller (x) does
        not
        conflict and will not conflict with, does not breach and will not result
        in a
        breach of and does not constitute and will not constitute a default (or an
        event, which with notice or lapse of time or both, would constitute a default)
        under (A) any terms or provisions of the articles of incorporation or by-laws
        of
        the Seller, (B) any term or provision of any material agreement, contract,
        instrument or indenture to which the Seller is a party or by which the Seller
        or
        any of its property is bound or (C) any law, rule, regulation, order, judgment,
        writ, injunction or decree of any court or governmental authority having
        jurisdiction over the Seller or any of its property and (y) does not create
        or
        impose and will not result in the creation or imposition of any lien, charge
        or
        encumbrance which would have a material adverse effect upon the Mortgage
        Loans
        or any documents or instruments evidencing or securing the Mortgage
        Loans;

       

      (iv)  No
        consent, approval, authorization or order of, registration or filing with,
        or
        notice on behalf of the Seller to any governmental authority or court is
        required, under federal laws or the laws of the State of Delaware, for the
        execution, delivery and performance by the Seller of, or compliance by the
        Seller with, this Agreement or the consummation by the Seller of any other
        transaction contemplated hereby and by the Pooling and Servicing Agreement;
        provided, however, that the Seller makes no representation or warranty regarding
        federal or state securities laws in connection with the sale or distribution
        of
        the Certificates;

       

      (v)  This
        Agreement does not contain any untrue statement of material fact or omit
        to
        state a material fact necessary to make the statements contained herein not
        misleading. The written statements, reports and other documents prepared
        and
        furnished or to be prepared and furnished by the Seller pursuant to this
        Agreement or in connection with the transactions contemplated hereby taken
        in
        the aggregate do not contain any untrue statement of material fact or omit
        to
        state a material fact necessary to make the statements contained therein
        not
        misleading;

       

      (vi)  The
        Seller is not in violation of, and the execution and delivery of this Agreement
        by the Seller and its performance and compliance with the terms of this
        Agreement will not constitute a violation with respect to, any order or decree
        of any court or any order or regulation of any federal, state, municipal
        or
        governmental agency having jurisdiction over the Seller or its assets, which
        violation might have consequences that would materially and adversely affect
        the
        condition (financial or otherwise) or the operation of the Seller or its
        assets
        or might have consequences that would materially and adversely affect the
        performance of its obligations and duties hereunder;

       

      (vii)  The
        Seller does not believe, nor does it have any reason or cause to believe,
        that
        it cannot perform each and every covenant contained in this
        Agreement;

       

      (viii)  Immediately
        prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
        the Seller will be the owner of the related Mortgage and the indebtedness
        evidenced by the related Mortgage Note, and, upon the payment to the Seller
        of
        the Mortgage Loan Purchase Price, the Purchaser shall have good and marketable
        title to each Mortgage Loan, each related Mortgage Note and the related Mortgage
        Files with respect thereto free and clear of all liens, pledges, charges,
        claims
        security interests, participations and other encumbrances;

       

      (ix)  There
        are
        no actions or proceedings against, or investigations known to it of, the
        Seller
        before any court or administrative or other tribunal (A) that might prohibit
        its
        entering into this Agreement, (B) seeking to prevent the sale of the Mortgage
        Loans by the Seller or the consummation of the transactions contemplated
        by this
        Agreement or (C) that might prohibit or materially and adversely affect the
        performance by the Seller of its obligations under, or the validity or
        enforceability of, this Agreement;

       

      (x)  The
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Seller, and the transfer, assignment and
        conveyance of the Mortgage Notes and the Mortgages by the Seller are not
        subject
        to the bulk transfer or any similar statutory provisions;

       

      (xi)  The
        Seller has not dealt with any broker, investment banker, agent or other person,
        except for the Purchaser or any of its affiliates, that may be entitled to
        any
        commission or compensation in connection with the sale of the Mortgage Loans
        (except that an entity that previously financed the Seller's ownership of
        the
        Mortgage Loans may be entitled to a fee to release its security interest
        in the
        Mortgage Loans, which fee shall have been paid and which security interest
        shall
        have been released on or prior to the Closing Date);

       

      (xii)  There
        is
        no litigation currently pending or, to the best of the Seller's knowledge
        without independent investigation, threatened against the Seller that would
        reasonably be expected to adversely affect the transfer of the Mortgage Loans,
        the issuance of the Certificates or the execution, delivery, performance
        or
        enforceability of this Agreement, or that would result in a material adverse
        change in the financial condition of the Seller;

       

      (xiii)  As
        of the
        Closing Date, with respect to each Mortgage Loan, the Seller has no knowledge
        of
        any circumstances or condition with respect to the related Mortgaged Property,
        the related Mortgagor, such Mortgagor's credit standing or the related Mortgage
        that can reasonably be expected to cause the Mortgage Loan to be an unacceptable
        investment, cause the Mortgage Loan to become delinquent, or adversely affect
        the value of the Mortgage Loan;

       

      (xiv)  As
        of the
        Closing Date, with respect to each Mortgage Loan, the related Mortgaged Property
        is lawfully occupied under applicable law; all inspections, licenses and
        certificates required to be made or issued with respect to all occupied portions
        of such Mortgaged Property and, with respect to the use and occupancy of
        the
        same, including but not limited to certificates of occupancy, have been made
        or
        obtained from the appropriate authorities;

       

      (xv)  As
        of the
        Closing Date, with respect to each Mortgage Loan, the related Mortgaged Property
        is in compliance with all applicable environmental laws pertaining to
        environmental hazards including, without limitation, asbestos, and none of
        NC
        Capital, any related seller of the Mortgage Loan or, to NC Capital's knowledge
        and the knowledge of any related seller of the Mortgage Loan, the related
        Mortgagor, has received any notice of any violation or potential violation
        of
        such law;

       

      (xvi)  As
        of the
        Closing Date, with respect to each Mortgage Loan, there are no delinquent
        taxes,
        ground rents, water charges, sewer rents, assessments, insurance premiums,
        leasehold payments, including assessments payable in future installments,
        or
        other outstanding charges affecting the related Mortgaged Property;

       

      (xvii)  Each
        Mortgage Loan at the time it was made complied in all material respects with
        applicable local, state, and federal laws, including, but not limited to,
        all
        applicable predatory and abusive lending laws;

       

      (xviii)  None
        of
        the Mortgage Loans (i) are “High Cost” as such term is defined in HOEPA or (ii)
        fall under a reasonably equivalent provision as defined by the applicable
        predatory and abusive lending laws;

       

      (xix)  [Reserved];

       

      (xx)  No
        Mortgage Loan is a high cost loan or a covered loan (as such terms are defined
        in Standard & Poor's LEVELS Version 5.6C Glossary Revised, Appendix E), as
        applicable;

       

      (xxi)  No
        Mortgage Loan originated on or after October 1, 2002 and before March 7,
        2003 is
        secured by a Mortgaged Property located in the State of Georgia; and no Mortgage
        Loan originated on or after March 7, 2003 is a “high cost home loan” as defined
        under the Georgia Fair Lending Act; and

       

      (xxii)  With
        respect to each Mortgage Loan, the Monthly Payment due on October 1, 2005
        will
        be made by November 30, 2005.

       

      (b)  NC
        Capital hereby represents and warrants to the Seller and the Purchaser, as
        of
        the date hereof and as of the Closing Date, and covenants, that:

       

      (i)  NC
        Capital is a corporation duly organized and validly existing under the laws
        of
        California. NC Capital has all licenses necessary to carry out its business
        as
        now being conducted, and is licensed and qualified to transact business in
        and
        is in good standing under the laws of each state in which any Mortgaged Property
        is located or is otherwise exempt under applicable law from such licensing
        or
        qualification or is otherwise not required under applicable law to effect
        such
        licensing or qualification and no demand for such licensing or qualification
        has
        been made upon NC Capital by any such state, and in any event NC Capital
        is in
        compliance with the laws of any such state to the extent necessary to ensure
        the
        enforceability of each Mortgage Loan. No licenses or approvals obtained by
        NC
        Capital have been suspended or revoked by any court, administrative agency,
        arbitrator or governmental body and no proceedings are pending which might
        result in such suspension or revocation, which is reasonably likely to have
        a
        material adverse effect on any Mortgage Loan (including the Seller's interest
        therein) or is reasonable likely to have a material adverse effect on the
        transactions contemplated by this Agreement;

       

      (ii)  NC
        Capital has the full power and authority and legal right to execute, deliver
        and
        perform, and to enter into and consummate all transactions contemplated by
        this
        Agreement and to conduct its business as presently conducted; NC Capital
        has
        duly authorized the execution, delivery and performance of this Agreement
        and
        any agreements contemplated hereby, has duly executed and delivered this
        Agreement, and any agreements contemplated hereby, and this Agreement and
        each
        Assignment of Mortgage to the Seller and any agreements contemplated hereby,
        constitute the legal, valid and binding obligations of NC Capital, enforceable
        against it in accordance with their respective terms, except as such
        enforceability may be limited by bankruptcy, insolvency, moratorium,
        reorganization and similar laws, and by equitable principles affecting the
        enforceability of the rights of creditors; and all requisite corporate action
        has been taken by NC Capital to make this Agreement and all agreements
        contemplated hereby valid and binding upon NC Capital in accordance with
        their
        terms;

       

      (iii)  None
        of
        the execution and delivery of this Agreement, the sale of the Mortgage Loans
        to
        the Seller, the consummation of the transactions contemplated hereby, or
        the
        fulfillment of or compliance with the terms and conditions of this Agreement
        has
        conflicted with or will conflict with any of the terms, conditions or provisions
        of NC Capital's charter or by laws or materially conflict with or result
        in a
        material breach of any of the terms, conditions or provisions of any legal
        restriction or any agreement or instrument to which NC Capital is now a party
        or
        by which it is bound, or constitute a default or result in an acceleration
        under
        any of the foregoing, or result in the material violation of any law, rule,
        regulation, order, judgment or decree to which NC Capital or its property
        is
        subject;

       

      (iv)  There
        is
        no litigation, suit, proceeding or investigation pending or, to NC Capital's
        knowledge threatened, or any order or decree outstanding, which is reasonably
        likely to have a material adverse effect on the sale of the Mortgage Loans,
        the
        execution, delivery, performance or enforceability of this Agreement, or
        which
        is reasonably likely to have a material adverse effect on the financial
        condition of NC Capital;

       

      (v)  No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by NC Capital
        of or
        compliance by NC Capital with this Agreement, except for consents, approvals,
        authorizations and orders which have been obtained;

       

      (vi)  The
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of NC Capital, and the transfer, assignment and
        conveyance of the Mortgage Notes and the Mortgages by NC Capital pursuant
        to
        this Agreement are not subject to bulk transfer or any similar statutory
        provisions in effect in any applicable jurisdiction;

       

      (vii)  The
        origination, servicing and collection practices with respect to each Mortgage
        Note and Mortgage have been legal and in accordance with applicable laws
        and
        regulations, and in all material respects in accordance with the servicing
        standards set forth in the Pooling and Servicing Agreement. NC Capital further
        represents and warrants that no escrow payments are required under any Mortgage
        Loan and no such payments are in the possession of, or under the control
        of, NC
        Capital or its delegate; no escrow deposits or other charges or payments
        due
        under any related Mortgage Note have been capitalized under such Mortgage
        Note
        or any related Mortgage; all Mortgage Rate adjustments have been made in
        strict
        compliance with state and federal law and the terms of each related Mortgage
        Note; and any interest required to be paid pursuant to state and local law
        has
        been properly paid and credited;

       

      (viii)  Neither
        the Originator nor NC Capital has used selection procedures that identified
        the
        Mortgage Loans as being less desirable or valuable than other comparable
        mortgage loans in the Originator's or NC Capital’s portfolio at the related
        Closing Date;

       

      (ix)  [Reserved];

       

      (x)  NC
        Capital is an approved seller of residential mortgage loans for Fannie Mae
        or
        Freddie Mac and HUD. NC Capital is duly qualified, licensed, registered and
        otherwise authorized under all applicable federal, state and local laws and
        regulations and is in good standing to sell mortgage loans for Fannie Mae
        or
        Freddie Mac and no event has occurred which would make NC Capital unable
        to
        comply with eligibility requirements or which would require notification
        to
        either Fannie Mae or Freddie Mac;

       

      (xi)  NC
        Capital does not believe, nor does it have any cause or reason to believe,
        that
        it cannot perform each and every covenant contained in this Agreement applicable
        to it;

       

      (xii)  [Reserved];

       

      (xiii)  [Reserved];

       

      (xiv)  [Reserved];

       

      (xv)  NC
        Capital has not dealt with any broker, investment banker, agent or other
        person
        that may be entitled to any commission or compensation in connection with
        the
        sale of the Mortgage Loans to the Seller; and

       

      (xvi)  NC
        Capital is a member of MERS in good standing, and will comply in all material
        respects with the rules and procedures of MERS in performing its obligations
        under the Agreement.

       

      SECTION
        6.  Representations
        and Warranties of NC Capital Relating to the Mortgage Loans.
        

       

      NC
        Capital hereby represents and warrants to the Purchaser that as to each Mortgage
        Loan as of the Closing Date:

      


      (i)  Mortgage
        Loans as Described.
        The
        information set forth in the Mortgage Loan Schedule is complete, true and
        correct;

       

      (ii)  Payments
        Current.
        All
        payments required to be made up to the related Closing Date for the Mortgage
        Loan under the terms of the Mortgage Note, other than payments for which
        the
        related due date was not thirty or more days prior to the related Closing
        Date,
        have been made and credited. No Mortgage Loan has a Thirty-day Delinquency
        nor
        has the Mortgage Loan had a Thirty-day Delinquency at any time since the
        origination of the Mortgage Loan. The first Monthly Payment shall be made
        with
        respect to the Mortgage Loan on its Due Date or during the month in which
        it is
        due, all in accordance with the terms of the related Mortgage Note;

       

      (iii)   No
        Outstanding Charges.
        There
        are no defaults in complying with the terms of the Mortgage, and all taxes,
        governmental assessments, insurance premiums, water, sewer and municipal
        charges, leasehold payments or ground rents which previously became due and
        owing have been paid, or an escrow of funds has been established in an amount
        sufficient to pay for every such item which remains unpaid and which has
        been
        assessed but is not yet due and payable. Neither the Seller nor the Servicer
        has
        advanced funds, or induced, solicited or knowingly received any advance of
        funds
        by a party other than the Mortgagor, directly or indirectly, for the payment
        of
        any amount required under the Mortgage Loan, except for interest accruing
        from
        the date of the Mortgage Note or date of disbursement of the Mortgage Loan
        proceeds, whichever is earlier, to the day which precedes by one month the
        Due
        Date of the first installment of principal and interest;

       

      (iv)   Original
        Terms Unmodified.
        The
        terms of the Mortgage Note and Mortgage have not been impaired, waived, altered
        or modified in any respect, from the date of origination except by a written
        instrument which has been recorded, if necessary to protect the interests
        of the
        Purchaser, and which has been delivered to the Custodian or to such other
        Person
        as the Purchaser shall designate in writing, and the terms of which are
        reflected in the Mortgage Loan Schedule. The substance of any such waiver,
        alteration or modification has been approved by any related insurer to the
        extent required by the policy, and its terms are reflected on the Mortgage
        Loan
        Schedule, if applicable. No Mortgagor has been released, in whole or in part,
        except in connection with an assumption agreement, approved by any related
        insurer, to the extent required by the policy, and which assumption agreement
        is
        part of the Mortgage Loan File delivered to the Custodian or to such other
        Person as the Purchaser shall designate in writing and the terms of which
        are
        reflected in the Mortgage Loan Schedule;

       

      (v)  No
        Defenses.
        The
        Mortgage Loan is not subject to any right of rescission, set-off, counterclaim
        or defense, including without limitation the defense of usury, nor will the
        operation of any of the terms of the Mortgage Note or the Mortgage, or the
        exercise of any right thereunder, render either the Mortgage Note or the
        Mortgage unenforceable, in whole or in part, or subject to any right of
        rescission, set-off, counterclaim or defense, including without limitation
        the
        defense of usury, and no such right of rescission, set-off, counterclaim
        or
        defense has been asserted with respect thereto, and no Mortgagor was a debtor
        in
        any state or Federal bankruptcy or insolvency proceeding at the time the
        Mortgage Loan was originated or as of the related Closing Date;

       

      (vi)   Hazard
        Insurance.
        Pursuant to the terms of the Mortgage, all buildings or other improvements
        upon
        the Mortgaged Property are insured by a Qualified Insurer against loss by
        fire,
        hazards of extended coverage and such other hazards as are provided for in
        the
        Fannie Mae Guides or by Freddie Mac in an amount representing coverage not
        less
        than the lesser of (i) the maximum insurable value of the improvements securing
        such Mortgage Loans, and (ii) the greater of (a) the outstanding principal
        balance of the Mortgage Loan, and (b) an amount such that the proceeds thereof
        shall be sufficient to prevent the Mortgagor and/or the mortgagee from becoming
        a co-insurer. If required by the National Flood Insurance Act of 1968, as
        amended, each Mortgage Loan is covered by a flood insurance policy meeting
        the
        requirements of the current guidelines of the Federal Insurance Administration
        is in effect which policy is in an amount not less than the amount required
        by
        the Flood Disaster Protection Act of 1973, as amended, conforms to Fannie
        Mae
        and Freddie Mac and is insured by a Qualified Insurer. All individual insurance
        policies contain a standard mortgagee clause naming the Servicer and its
        successors and assigns as mortgagee, and all premiums thereon have been paid.
        The Mortgage obligates the Mortgagor thereunder to maintain the hazard insurance
        policy at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do
        so, authorizes the holder of the Mortgage to obtain and maintain such insurance
        at such Mortgagor’s cost and expense, and to seek reimbursement therefor from
        the Mortgagor. Where required by state law or regulation, the Mortgagor has
        been
        given an opportunity to choose the carrier of the required hazard insurance,
        provided the policy is not a “master”
or
        “blanket”
hazard
        insurance policy covering a condominium, or any hazard insurance policy covering
        the common facilities of a planned unit development. The hazard insurance
        policy
        is the valid and binding obligation of the insurer, is in full force and
        effect,
        and will be in full force and effect and inure to the benefit of the Purchaser
        upon the consummation of the transactions contemplated by this Agreement.
        Neither the Seller nor the Servicer has engaged in, and has no knowledge
        of the
        Mortgagor’s or any servicer’s having engaged in, any act or omission which would
        impair the coverage of any such policy, the benefits of the endorsement provided
        for herein, or the validity and binding effect of such policy, without
        limitation. No unlawful fee, commission, kickback or other unlawful compensation
        or value of any kind has been or will be received, retained or realized by
        any
        attorney, firm or other person or entity, and no such unlawful items have
        been
        received, retained or realized by the Seller or the Servicer;

       

      (vii)  Compliance
        with Applicable Laws.
        Any and
        all requirements of any federal, state or local law including, without
        limitation, usury, truth-in-lending, real estate settlement procedures, consumer
        credit protection, equal credit opportunity, all predatory and abusive lending
        laws and disclosure laws or unfair and deceptive practices laws applicable
        to
        the Mortgage Loan have been complied with, the consummation of the transactions
        contemplated hereby will not involve the violation of any such laws or
        regulations, and the Seller shall maintain in its possession, available for
        the
        Purchaser’s inspection, and shall deliver to the Purchaser upon demand, evidence
        of compliance with all such requirements;

       

      (viii)  No
        Satisfaction of Mortgage.
        The
        Mortgage has not been satisfied, canceled, subordinated or rescinded, in
        whole
        or in part, and the Mortgaged Property has not been released from the lien
        of
        the Mortgage, in whole or in part, nor has any instrument been executed that
        would effect any such release, cancellation, subordination or rescission.
        Neither the Seller nor the Servicer has waived the performance by the Mortgagor
        of any action, if the Mortgagor’s failure to perform such action would cause the
        Mortgage Loan to be in default, nor has the Seller or the Servicer waived
        any
        default resulting from any action or inaction by the Mortgagor;

       

      (ix)   Location
        and Type of Mortgaged Property.
        The
        Mortgaged Property is located in the state identified in the Mortgage Loan
        Schedule and consists of real property with a detached single family residence
        erected thereon, or a two- to four-family dwelling, or an individual condominium
        unit in a low-rise condominium project, or an individual unit in a planned
        unit
        development or a de minimis planned unit development which is in each case
        four
        stories or less, provided, however, that any manufactured dwelling shall
        conform
        with the applicable Fannie Mae and Freddie Mac requirements regarding such
        dwellings and that no Mortgage Loan is secured by a single parcel of real
        property with a cooperative housing corporation, a log home or a mobile home
        erected thereon or by a mixed-use property, a property in excess of 10 acres,
        or
        other unique property types. As of the date of origination, no portion of
        the
        Mortgaged Property was used for commercial purposes, and since the date of
        origination, no portion of the Mortgaged Property has been used for commercial
        purposes; provided, that Mortgaged Properties which contain a home office
        shall
        not be considered as being used for commercial purposes as long as the Mortgaged
        Property has not been altered for commercial purposes and is not storing
        any
        chemicals or raw materials other than those commonly used for homeowner repair,
        maintenance and/or household purposes. With respect to any Mortgage Loan
        secured
        by a Mortgaged Property improved by manufactured housing, (i) the related
        manufactured housing unit is permanently affixed to the land, and (ii) the
        related manufactured housing unit and the related land are subject to a Mortgage
        properly filed in the appropriate public recording office and naming the
        Originator as mortgagee.

       

      (x)  Valid
        First Lien.
        The
        Mortgage is a valid, subsisting, enforceable and perfected, (A) first lien
        and
        first priority security interest with respect to each Mortgage Loan which
        is
        indicated by the Seller to be a First Lien (as reflected on the Mortgage
        Loan
        Schedule), or (B) second lien and second priority security interest with
        respect
        to each Mortgage Loan which is indicated by the Seller to be a Second Lien
        (as
        reflected on the Mortgage Loan Schedule), in either case, on the Mortgaged
        Property, including all buildings and improvements on the Mortgaged Property
        and
        all installations and mechanical, electrical, plumbing, heating and air
        conditioning systems located in or annexed to such buildings, and all additions,
        alterations and replacements made at any time with respect to the foregoing.
        The
        lien of the Mortgage is subject only to:

       

      (i)  the
        lien
        of current real property taxes and assessments not yet due and
        payable;

       

      (ii)  covenants,
        conditions and restrictions, rights of way, easements and other matters of
        the
        public record as of the date of recording acceptable to prudent mortgage
        lending
        institutions generally and specifically referred to in the lender’s title
        insurance policy delivered to the originator of the Mortgage Loan and
        (a) specifically referred to or otherwise considered in the appraisal made
        for the originator of the Mortgage Loan or (b) which do not adversely
        affect the Appraised Value of the Mortgaged Property set forth in such
        appraisal; 

       

      (iii)  other
        matters to which like properties are commonly subject which do not materially
        interfere with the benefits of the security intended to be provided by the
        Mortgage or the use, enjoyment, value or marketability of the related Mortgaged
        Property; and

       

      (iv)  with
        respect to each Mortgage Loan which is indicated by the Seller to be a Second
        Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a First Lien
        on
        the Mortgaged Property.

      


      Any
        security agreement, chattel mortgage or equivalent document related to and
        delivered in connection with the Mortgage Loan establishes and creates a
        valid,
        subsisting, enforceable and perfected first lien and first priority security
        interest on the property described therein and the Originator had full right
        to
        sell and assign the same to Seller and Seller had full right to sell and
        assign
        the same to the Purchaser;

       

      (xi)  Validity
        of Mortgage Documents.
        The
        Mortgage Note and the Mortgage and any other agreement executed and delivered
        by
        a Mortgagor in connection with a Mortgage Loan are genuine, and each is the
        legal, valid and binding obligation of the maker thereof enforceable in
        accordance with its terms. All parties to the Mortgage Note, the Mortgage
        and
        any other such related agreement had legal capacity to enter into the Mortgage
        Loan and to execute and deliver the Mortgage Note, the Mortgage and any such
        agreement, and the Mortgage Note, the Mortgage and any other such related
        agreement have been duly and properly executed by other such related parties.
        No
        fraud, error, omission, misrepresentation, negligence or similar occurrence
        with
        respect to a Mortgage Loan has taken place on the part of any Person, including
        without limitation, the Mortgagor, any appraiser, any builder or developer,
        or
        any other party involved in the origination or servicing of the Mortgage
        Loan.
        The Seller has reviewed all of the documents constituting the Servicing File
        and
        has made such inquiries as it deems necessary to make and confirm the accuracy
        of the representations set forth herein;

       

      (xii)  Full
        Disbursement of Proceeds.
        The
        Mortgage Loan has been closed and the proceeds of the Mortgage Loan have
        been
        fully disbursed and there is no requirement for future advances thereunder,
        and
        any and all requirements as to completion of any on-site or off-site improvement
        and as to disbursements of any escrow funds therefor have been complied with.
        All costs, fees and expenses incurred in making or closing the Mortgage Loan
        and
        the recording of the Mortgage were paid, and the Mortgagor is not entitled
        to
        any refund of any amounts paid or due under the Mortgage Note or
        Mortgage;

       

      (xiii)  Ownership.
        The
        Seller is the sole owner of record and holder of the Mortgage Loan and the
        indebtedness evidenced by each Mortgage Note. The Mortgage Loan is not assigned
        or pledged, and the Seller has good, indefeasible and marketable title thereto,
        and has full right to transfer and sell the Mortgage Loan to the Purchaser
        free
        and clear of any encumbrance, equity, participation interest, lien, pledge,
        charge, claim or security interest, and has full right and authority subject
        to
        no interest or participation of, or agreement with, any other party, to sell
        and
        assign each Mortgage Loan pursuant to this Agreement and the related Purchase
        Price and Terms Letter and following the sale of each Mortgage Loan, the
        Purchaser will own such Mortgage Loan free and clear of any encumbrance,
        equity,
        participation interest, lien, pledge, charge, claim or security interest.
        The
        Seller intends to relinquish all rights to possess, control and monitor the
        Mortgage Loan. After the related Closing Date, the Seller will have no right
        to
        modify or alter the terms of the sale of the Mortgage Loan and the Seller
        will
        have no obligation or right to repurchase the Mortgage Loan or substitute
        another Mortgage Loan, except as provided in this Agreement;

       

      (xiv)  Doing
        Business.
        All
        parties which have had any interest in the Mortgage Loan, whether as mortgagee,
        assignee, pledgee or otherwise, are (or, during the period in which they
        held
        and disposed of such interest, were) (1) in compliance with any and all
        applicable licensing requirements of the laws of the state wherein the Mortgaged
        Property is located, and (2) either (i) organized under the laws of
        such state, or (ii) qualified to do business in such state, or (iii) a
        federal savings and loan association, a savings bank or a national bank having
        a
        principal office in such state, or (3) not doing business in such
        state;

       

      (xv)  LTV.
        No
        Mortgage Loan has an LTV greater than 100%. 

       

      (xvi)  Title
        Insurance.
        The
        Mortgage Loan is covered by an ALTA lender’s title insurance policy, or with
        respect to any Mortgage Loan for which the related Mortgaged Property is
        located
        in California a CLTA lender’s title insurance policy, or other generally
        acceptable form of policy or insurance acceptable to Fannie Mae or Freddie
        Mac
        and each such title insurance policy is issued by a Qualified Insurer, insuring
        (subject to the exceptions contained above in Section 7.02(j)(a) and (b)
        and,
        with respect to each Mortgage Loan which is indicated by the Seller to be
        a
        Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) clause
        (d)) the Seller, its successors and assigns, or the Originator, its successors
        and assigns, as to the first priority lien of the Mortgage in the original
        principal amount of the Mortgage Loan, subject only to the exceptions contained
        in clauses (1) and (2) of paragraph (j) of this Subsection
        7.02,
        and in
        the case of adjustable rate Mortgage Loans, against any loss by reason of
        the
        invalidity or unenforceability of the lien resulting from the provisions
        of the
        Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly
        Payment. Where required by state law or regulation, the Mortgagor has been
        given
        the opportunity to choose the carrier of the required mortgage title insurance.
        Additionally, such lender’s title insurance policy affirmatively insures ingress
        and egress, and against encroachments by or upon the Mortgaged Property or
        any
        interest therein. Either the Seller, its successor and assigns, or the
        Originator, its successors and assigns, are the sole insureds of such lender’s
        title insurance policy, and such lender’s title insurance policy is valid and
        remains in full force and effect and will be in force and effect upon the
        consummation of the transactions contemplated by this Agreement and the related
        Purchase Price and Terms Letter. No claims have been made under such lender’s
        title insurance policy, and no prior holder of the related Mortgage, including
        the Seller and the Originator, has done, by act or omission, anything which
        would impair the coverage of such lender’s title insurance policy, including
        without limitation, no unlawful fee, commission, kickback or other unlawful
        compensation or value of any kind has been or will be received, retained
        or
        realized by any attorney, firm or other person or entity, and no such unlawful
        items have been received, retained or realized by the Seller and the
        Originator;

       

      (xvii)  No
        Defaults.
        Other
        than payments due but not yet delinquent, there is no default, breach, violation
        or event which would permit acceleration existing under the Mortgage or the
        Mortgage Note and no event which, with the passage of time or with notice
        and
        the expiration of any grace or cure period, would constitute a default, breach,
        violation or event which would permit acceleration, and neither the Seller
        nor
        the Originator, nor any of their affiliates nor any of their respective
        predecessors, have waived any default, breach, violation or event which would
        permit acceleration. With respect to each Mortgage Loan which is indicated
        by
        the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage
        Loan
        Schedule) (i) the First Lien is in full force and effect, (ii) there is no
        default, breach, violation or event of acceleration existing under such First
        Lien mortgage or the related mortgage note, (iii) no event which, with the
        passage of time or with notice and the expiration of any grace or cure period,
        would constitute a default, breach, violation or event of acceleration
        thereunder, and either (A) the First Lien mortgage contains a provision which
        allows or (B) applicable law requires, the mortgagee under the Second Lien
        Mortgage Loan to receive notice of, and affords such mortgagee an opportunity
        to
        cure any default by payment in full or otherwise under the First Lien
        mortgage;

       

      (xviii)  No
        Mechanics’ Liens.
        There
        are no mechanics’ or similar liens or claims which have been filed for work,
        labor or material (and no rights are outstanding that under law could give
        rise
        to such liens) affecting the related Mortgaged Property which are or may
        be
        liens prior to, or equal or coordinate with, the lien of the related
        Mortgage;

       

      (xix)  Location
        of Improvements; No Encroachments.
        All
        improvements which were considered in determining the Appraised Value of
        the
        Mortgaged Property lay wholly within the boundaries and building restriction
        lines of the Mortgaged Property, and no improvements on adjoining properties
        encroach upon the Mortgaged Property. No improvement located on or being
        part of
        the Mortgaged Property is in violation of any applicable zoning law or
        regulation;

       

      (xx)  Origination;
        Payment Terms.
        Either
        (a) the Mortgage Loan was originated by a mortgagee approved by the Secretary
        of
        Housing and Urban Development pursuant to Sections 203 and 211 of the
        National Housing Act, a savings and loan association, a savings bank, a
        commercial bank, credit union, insurance company or other similar institution
        which is supervised and examined by a federal or state authority, or (b)
        the
        following requirements have been met with respect to the Mortgage Loan: the
        Seller and the Originator meet the requirements set forth in clause (a),
        and (i)
        such Mortgage Loan was underwritten in accordance with standards established
        by
        the Seller and the Originator, using application forms and related credit
        documents approved by the Seller and the Originator, (ii) the Seller and
        the
        Originator approved each application and the related credit documents before
        a
        commitment by the correspondent was issued, and no such commitment was issued
        until the Seller and the Originator agreed to fund such Mortgage Loan, (iii)
        the
        closing documents for such Mortgage Loan were prepared on forms approved
        by the
        Seller and the Originator, and (iv) such Mortgage Loan was actually funded
        by
        the Seller and the Originator and was purchased by the Seller and the Originator
        at closing or soon thereafter. The documents, instruments and agreements
        submitted for loan underwriting were not falsified and contain no untrue
        statement of material fact or omit to state a material fact required to be
        stated therein or necessary to make the information and statements therein
        not
        misleading. No Mortgage Loan contains terms or provisions which would result
        in
        negative amortization. Except with respect to IO Mortgage Loans, principal
        payments on the Mortgage Loan commenced no more than sixty days after funds
        were
        disbursed in connection with the Mortgage Loan. The Mortgage Interest Rate
        as
        well as the Lifetime Rate Cap, the Initial Rate Cape and the Periodic Cap,
        are
        as set forth on Exhibit
        G
        to the
Master
        Mortgage Loan Purchase, Warranties and Interim Servicing Agreement, dated
        May 1,
        2004 (as amended from time to time, the “Master Agreement”), among the Seller,
        New Century Mortgage Corporation (the “Originator”) and NC Capital.
        The
        Mortgage Note is payable in equal monthly installments of principal and
        interest, which installments of interest, with respect to Adjustable Rate
        Mortgage Loans, are subject to change due to the adjustments to the Mortgage
        Interest Rate on each Interest Rate Adjustment Date, with interest calculated
        and payable in arrears, sufficient to amortize the Mortgage Loan fully by
        the
        stated maturity date, over an original term of not more than thirty years
        from
        commencement of amortization; provided that
        with
        respect to IO Mortgage Loans, The Mortgage Note is initially payable in equal
        monthly installments of interest, with interest calculated and payable in
        arrears, for such period set forth in the related Mortgage Note and then
        the
        Mortgage Note is payable in equal monthly installments of principal and
        interest, with interest calculated and payable in arrears, sufficient to
        amortize the Mortgage Loan fully by the stated maturity date, over the remaining
        term of the IO Mortgage Loan. The Mortgage Loan is payable on the first day
        of
        each month. There are no Mortgage Loans which contain a provision allowing
        the
        Mortgagor to convert the Mortgage Note from an adjustable interest rate Mortgage
        Note to a fixed interest rate Mortgage Note;

       

      (xxi)  Customary
        Provisions.
        The
        Mortgage contains customary and enforceable provisions such as to render
        the
        rights and remedies of the holder thereof adequate for the realization against
        the Mortgaged Property of the benefits of the security provided thereby,
        including, (i) in the case of a Mortgage designated as a deed of trust, by
        trustee’s sale, and (ii) otherwise by judicial foreclosure. Upon default by
        a Mortgagor on a Mortgage Loan and foreclosure on, or trustee’s sale of, the
        Mortgaged Property pursuant to the proper procedures, the holder of the Mortgage
        Loan will be able to deliver good and merchantable title to the Mortgaged
        Property. There is no homestead or other exemption available to a Mortgagor
        which would interfere with the right to sell the Mortgaged Property at a
        trustee’s sale or the right to foreclose the Mortgage, subject to applicable
        federal and state laws and judicial precedent with respect to bankruptcy
        and
        right of redemption or similar law;

       

      (xxii)  Conformance
        with Agency and Underwriting Standards.
        The
        Mortgage Loan was underwritten in accordance with the Underwriting Standards
        (a
        copy of which is attached as Exhibit
        H
        to the
        Master Agreement). The Mortgage Note and Mortgage are on forms acceptable
        to
        Freddie Mac or Fannie Mae and neither the Seller nor the Originator has made
        any
        representations to a Mortgagor that are inconsistent with the mortgage
        instruments used;

       

      (xxiii)  Occupancy
        of the Mortgaged Property.
        As of
        the related Closing Date the Mortgaged Property is lawfully occupied under
        applicable law. All inspections, licenses and certificates required to be
        made
        or issued with respect to all occupied portions of the Mortgaged Property
        and,
        with respect to the use and occupancy of the same, including but not limited
        to
        certificates of occupancy and fire underwriting certificates, have been made
        or
        obtained from the appropriate authorities;

       

      (xxiv)  No
        Additional Collateral.
        The
        Mortgage Note is not and has not been secured by any collateral except the
        lien
        of the corresponding Mortgage and the security interest of any applicable
        security agreement or chattel mortgage referred to in clause (j)
        above;

       

      (xxv)  Deeds
        of Trust.
        In the
        event the Mortgage constitutes a deed of trust, a trustee, authorized and
        duly
        qualified under applicable law to serve as such, has been properly designated
        and currently so serves and is named in the Mortgage, and no fees or expenses
        are or will become payable by the Purchaser to the trustee under the deed
        of
        trust, except in connection with a trustee’s sale after default by the
        Mortgagor;

       

      (xxvi)  Delivery
        of Mortgage Documents.
        The
        Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
        required to be delivered under this Agreement and the related Purchase Price
        and
        Terms Letter for each Mortgage Loan have been delivered to the Custodian.
        The
        Seller is in possession of a complete, true and accurate Mortgage File in
        compliance with Exhibit A
        to the
        Master Agreement, except for such documents the originals of which have been
        delivered to the Custodian;

       

      (xxvii)  Condominiums/Planned
        Unit Developments.
        If the
        Mortgaged Property is a condominium unit or a planned unit development (other
        than a de minimis planned unit development) such condominium or planned unit
        development project such Mortgage Loan was originated in accordance with,
        and
        the Mortgaged Property meets the guidelines set forth in the Originator’s
        Underwriting Guidelines;

       

      (xxviii)  Transfer
        of Mortgage Loans.
        The
        Assignment of Mortgage with respect to each Mortgage Loan is in recordable
        form
        and is acceptable for recording under the laws of the jurisdiction in which
        the
        Mortgaged Property is located. The transfer, assignment and conveyance of
        the
        Mortgage Notes and the Mortgages by the Seller are not subject to the bulk
        transfer or similar statutory provisions in effect in any applicable
        jurisdiction;

       

      (xxix)  Due-On-Sale.
        With
        respect to each Fixed Rate Mortgage Loan, the Mortgage contains an enforceable
        provision for the acceleration of the payment of the unpaid principal balance
        of
        the Mortgage Loan in the event that the Mortgaged Property is sold or
        transferred without the prior written consent of the mortgagee thereunder,
        and
        to the best of the Seller’s knowledge, such provision is
        enforceable;

       

      (xxx)  No
        Buydown Provisions; No Graduated Payments or Contingent
        Interests.
        The
        Mortgage Loan does not contain provisions pursuant to which Monthly Payments
        are
        paid or partially paid with funds deposited in any separate account established
        by the Seller, the Originator, the Mortgagor, or anyone on behalf of the
        Mortgagor, or paid by any source other than the Mortgagor nor does it contain
        any other similar provisions which may constitute a “buydown” provision. The
        Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan
        does not have a shared appreciation or other contingent interest
        feature;

       

      (xxxi)  Consolidation
        of Future Advances.
        Any
        future advances made to the Mortgagor prior to the related Cut-off Date have
        been consolidated with the outstanding principal amount secured by the Mortgage,
        and the secured principal amount, as consolidated, bears a single interest
        rate
        and single repayment term. The lien of the Mortgage securing the consolidated
        principal amount is expressly insured as having a first lien priority with
        respect to each Mortgage Loan which is indicated by the Seller to be a First
        Lien (as reflected on the Mortgage Loan Schedule), by a title insurance policy,
        an endorsement to the policy insuring the mortgagee’s consolidated interest or
        by other title evidence acceptable to Fannie Mae and Freddie Mac. The
        consolidated principal amount does not exceed the original principal amount
        of
        the Mortgage Loan;

       

      (xxxii)  Mortgaged
        Property Undamaged; No Condemnation Proceedings.
        There
        is no proceeding pending or threatened for the total or partial condemnation
        of
        the Mortgaged Property. The Mortgaged Property is undamaged by waste, fire,
        earthquake or earth movement, windstorm, flood, tornado or other casualty
        so as
        to affect adversely the value of the Mortgaged Property as security for the
        Mortgage Loan or the use for which the premises were intended and each Mortgaged
        Property is in good repair. There have not been any condemnation proceedings
        with respect to the Mortgaged Property neither the Seller nor the Originator
        have knowledge of any such proceedings in the future;

       

      (xxxiii)  Collection
        Practices; Escrow Deposits; Interest Rate Adjustments.
        The
        origination, servicing and collection practices used by the Servicer, the
        Seller, the Originator and any prior servicer with respect to the Mortgage
        Loan
        have been in all respects in compliance with Accepted Servicing Practices,
        applicable laws and regulations, and have been in all respects legal and
        proper
        and prudent in the mortgage origination and servicing business. With respect
        to
        escrow deposits and Escrow Payments (other than with respect to each Mortgage
        Loan which is indicated by the Seller to be a Second Lien Mortgage Loan and
        for
        which the mortgagee under the First Lien is collecting Escrow Payments (as
        reflected on the Mortgage Loan Schedule)), all such payments are in the
        possession of, or under the control of, the Servicer, the Seller or the
        Originator and there exist no deficiencies in connection therewith for which
        customary arrangements for repayment thereof have not been made. All Escrow
        Payments have been collected in full compliance with state and federal law
        and
        the provisions of the related Mortgage Note and Mortgage. An escrow of funds
        is
        not prohibited by applicable law and has been established in an amount
        sufficient to pay for every item that remains unpaid and has been assessed
        but
        is not yet due and payable. No escrow deposits or Escrow Payments or other
        charges or payments due the Seller have been capitalized under the Mortgage
        or
        the Mortgage Note. All Mortgage Interest Rate adjustments have been made
        in
        strict compliance with state and federal law and the terms of the related
        Mortgage and Mortgage Note on the related Interest Rate Adjustment Date.
        If,
        pursuant to the terms of the Mortgage Note, another index was selected for
        determining the Mortgage Interest Rate, the same index was used with respect
        to
        each Mortgage Note which required a new index to be selected, and such selection
        did not conflict with the terms of the related Mortgage Note. The Seller
        or the
        Originator executed and delivered any and all notices required under applicable
        law and the terms of the related Mortgage Note and Mortgage regarding the
        Mortgage Interest Rate and the Monthly Payment adjustments. Any interest
        required to be paid pursuant to state, federal and local law has been properly
        paid and credited;

       

      (xxxiv)   Other
        Insurance Policies.
        No
        action, inaction or event has occurred and no state of facts exists or has
        existed that has resulted or will result in the exclusion from, denial of,
        or
        defense to coverage under any applicable, special hazard insurance policy,
        or
        bankruptcy bond, irrespective of the cause of such failure of coverage. In
        connection with the placement of any such insurance, no commission, fee,
        or
        other compensation has been or will be received by the Seller or the Originator
        or by any officer, director, or employee of the Seller or the Originator
        or any
        designee of the Seller or the Originator or any corporation in which the
        Seller
        or the Originator or any officer, director, or employee had a financial interest
        at the time of placement of such insurance;

       

      (xxxv)  No
        Violation of Environmental Laws.
        The
        Mortgaged Property is free from any and all toxic or hazardous substances
        and
        there exists no violation of any local, state or federal environmental law,
        rule
        or regulation. There is no pending action or proceeding directly involving
        the
        Mortgaged Property in which compliance with any environmental law, rule or
        regulation is an issue; there is no violation of any environmental law, rule
        or
        regulation with respect to the Mortgage Property; and nothing further remains
        to
        be done to satisfy in full all requirements of each such law, rule or regulation
        constituting a prerequisite to use and enjoyment of said property;

       

      (xxxvi)   Servicemembers
        Civil Relief Act.
        The
        Mortgagor has not notified the Seller or the Servicer requesting relief under
        the Servicemembers Civil Relief Act, and neither the Seller nor the Servicer
        have knowledge of any relief requested or allowed to the Mortgagor under
        the
        Servicemembers Civil Relief Act;

       

      (xxxvii)  Appraisal.
        The
        Mortgage File contains an appraisal of the related Mortgaged Property which,
        (a)
        with respect to First Lien Mortgage Loans, was on appraisal form 1004 or
        form
        2055 with an interior inspection, or (b) with respect to Second Lien Mortgage
        Loans, was on appraisal form 704, 2065 or 2055 with an exterior only inspection,
        and (c) with respect to (a) or (b) above, was made and signed, prior to the
        approval of the Mortgage Loan application, by a qualified appraiser, duly
        appointed by the Seller, who had no interest, direct or indirect in the
        Mortgaged Property or in any loan made on the security thereof, whose
        compensation is not affected by the approval or disapproval of the Mortgage
        Loan
        and who met the minimum qualifications of Fannie Mae and Freddie Mac. Each
        appraisal of the Mortgage Loan was made in accordance with the relevant
        provisions of the Financial Institutions Reform, Recovery, and Enforcement
        Act
        of 1989;

       

      (xxxviii)   Disclosure
        Materials.
        The
        Mortgagor has executed a statement to the effect that the Mortgagor has received
        all disclosure materials required by, and the Originator has complied with,
        all
        applicable law with respect to the making of the Mortgage Loans. The Seller
        shall cause the Originator to maintain such statement in the Mortgage
        File;

       

      (xxxix)   Construction
        or Rehabilitation of Mortgaged Property.
        No
        Mortgage Loan was made in connection with the construction or rehabilitation
        of
        a Mortgaged Property or facilitating the trade-in or exchange of a Mortgaged
        Property;

       

      (xl)   Value
        of Mortgaged Property.
        The
        Seller has no knowledge of any circumstances existing that could reasonably
        be
        expected to adversely affect the value or the marketability of any Mortgaged
        Property or Mortgage Loan or to cause the Mortgage Loans to prepay during
        any
        period materially faster or slower than similar mortgage loans held by the
        Seller generally secured by properties in the same geographic area as the
        related Mortgaged Property;

       

      (xli)  No
        Defense to Insurance Coverage.
        The
        Seller has caused or will cause to be performed any and all acts required
        to
        preserve the rights and remedies of the Purchaser in any insurance policies
        applicable to the Mortgage Loans including, without limitation, any necessary
        notifications of insurers, assignments of policies or interests therein,
        and
        establishments of coinsured, joint loss payee and mortgagee rights in favor
        of
        the Purchaser. No action has been taken or failed to be taken, no event has
        occurred and no state of facts exists or has existed on or prior to the related
        Closing Date (whether or not known to the Seller on or prior to such date)
        which
        has resulted or will result in an exclusion from, denial of, or defense to
        coverage under any primary mortgage insurance (including, without limitation,
        any exclusions, denials or defenses which would limit or reduce the availability
        of the timely payment of the full amount of the loss otherwise due thereunder
        to
        the insured) whether arising out of actions, representations, errors, omissions,
        negligence, or fraud of the Seller, the Originator, the related Mortgagor
        or any
        party involved in the application for such coverage, including the appraisal,
        plans and specifications and other exhibits or documents submitted therewith
        to
        the insurer under such insurance policy, or for any other reason under such
        coverage, but not including the failure of such insurer to pay by reason
        of such
        insurer’s breach of such insurance policy or such insurer’s financial inability
        to pay;

       

      (xlii)  Escrow
        Analysis.
        With
        respect to each Mortgage, the Seller or the Originator has within the last
        twelve months (unless such Mortgage was originated within such twelve month
        period) analyzed the required Escrow Payments for each Mortgage and adjusted
        the
        amount of such payments so that, assuming all required payments are timely
        made,
        any deficiency will be eliminated on or before the first anniversary of such
        analysis, or any overage will be refunded to the Mortgagor, in accordance
        with
        RESPA and any other applicable law;

       

      (xliii)  Prior
        Servicing.
        Each
        Mortgage Loan has been serviced in all material respects in strict compliance
        with Accepted Servicing Practices and the Servicer has reported the Mortgagor
        credit files to each of the three credit repositories in a timely
        manner;

       

      (xliv)  Credit
        Information.
        As to
        each consumer report (as defined in the Fair Credit Reporting Act, Public
        Law
        91-508) or other credit information furnished by the Seller or the Originator
        to
        the Purchaser, that Seller or the Originator, as applicable, has full right
        and
        authority and is not precluded by law or contract from furnishing such
        information to the Purchaser and the Purchaser is not precluded from furnishing
        the same to any subsequent or prospective purchaser of such Mortgage. The
        Seller
        and the Originator shall hold the Purchaser harmless from any and all damages,
        losses, costs and expenses (including attorney’s fees) arising from disclosure
        of credit information in connection with the Purchaser’s secondary marketing
        operations and the purchase and sale of mortgages or Servicing Rights
        thereto;

       

      (xlv)  Leaseholds.
        Except
        with respect to Mortgage Loans secured by property located in the state of
        Hawaii, none of the Mortgage Loans are secured by mortgaged properties that
        are
        located on leaseholds. With respect to each Mortgage Loan secured by property
        located on leaseholds: (1) the lessor under the lease holds a fee simple
        interest in the land; (2) the terms of such lease expressly permit the
        mortgaging of the leasehold estate, the assignment of the lease without the
        lessor’s consent and the acquisition by the holder of the Mortgage of the rights
        of the lessee upon foreclosure or assignment in lieu of foreclosure or provide
        the holder of the Mortgage with substantially similar protections; (3) the
        terms of such lease do not (a) allow the termination thereof upon the
        lessee’s default without the holder of the Mortgage being entitled to receive
        written notice of, and opportunity to cure, such default, (b) allow the
        termination of the lease in the event of damage or destruction as long as
        the
        Mortgage is in existence, (c) prohibit the holder of the Mortgage from
        being insured (or receiving proceeds of insurance) under the hazard insurance
        policy or policies relating to the Mortgaged Property or (d) permit any
        increase in rent other than pre-established increases set forth in the lease;
        (4) the original term of such lease is not less than 15 years; (5) the
        term of such lease does not terminate earlier than ten years after the maturity
        date of the Mortgage Note; (6) the Mortgaged Property is located in a
        jurisdiction in which the use of leasehold estates in transferring ownership
        in
        residential properties is a widely accepted practice; (7) the lease is in
        full
        force and effect, unmodified and not supplemented by any writing or otherwise;
        (8) the mortgagor is not in default under any of the terms thereof and there
        are
        no circumstances which, with the passage of time or the giving of notice
        or
        both, would constitute an event of default thereunder; (9) the lessor under
        the
        lease is not in default under any of the terms or provisions thereof on the
        part
        of the lessor to be observed or performed; (10) the lease or a memorandum
        thereof has been recorded and by its terms permits the leasehold estate to
        be
        mortgaged; and (11) such Mortgage Loan conforms to the Fannie Mae Selling
        Guide
        in connection ground leases.

       

      (xlvi)  Prepayment
        Penalty.
        Each
        Mortgage Loan is subject to a Prepayment Penalty as provided in the related
        Mortgage Note unless otherwise indicated on the Mortgage Loan Schedule hereof.
        For any Mortgage Loan originated prior to October 1, 2002 that is subject
        to a
        Prepayment Penalty, such prepayment penalty does not extend beyond five years
        after the date of origination. For any Mortgage Loan originated on or following
        October 1, 2002 that is subject to a Prepayment Penalty, such prepayment
        penalty
        does not extend beyond three years after the date of origination and no Mortgage
        Loan has a Prepayment Penalty period in excess of five years; Any
        such
        prepayment penalty is enforceable and was originated in compliance with all
        applicable federal, state, and local laws. With
        respect to any Mortgage Loan that contains a provision permitting imposition
        of
        a premium upon a prepayment prior to maturity: (i) prior to the loan’s
        origination, the Mortgagor agreed to such premium in exchange for a monetary
        benefit, including but not limited to a rate or fee reduction, (ii) prior
        to the
        loan’s origination, the Mortgagor was offered the option of obtaining a Mortgage
        Loan that did not require payment of such a premium, (iii) the prepayment
        premium is disclosed to the Mortgagor in the loan documents pursuant to
        applicable state and federal law, and (iv) notwithstanding any state or federal
        law to the contrary, the Company shall not impose such prepayment premium
        in any
        instance when the mortgage debt is accelerated as the result of the Mortgagor’s
        default in making the loan payments;

       

      (xlvii)  Predatory
        Lending Regulations.
        No
        Mortgage Loan is (a) subject to, covered by or in violation of the Home
        Ownership and Equity Protection Act of 1994 (“HOEPA”), (b) classified as a “high
        cost,” “covered,” “high risk home”, “high-rate, high-fee,” “threshold,” or
“predatory” loan under HOEPA or any other applicable state, federal or local
        law, including any predatory or abusive lending laws (or a similarly classified
        loan using different terminology under a law imposing heightened scrutiny
        or
        additional legal liability for a residential mortgage loan having high interest
        rates, points and/or fees) (c) a High Cost Loan or Covered Loan, as applicable
        (as such terms are defined in the current Standard & Poor’s LEVELS® Glossary
        Revised, Appendix E) or (d) in violation of any state law or ordinance
        comparable to HOEPA;

       

      (xlviii)  Single-premium
        Credit Life Insurance Policy.
        In
        connection with the origination of any Mortgage Loan, no proceeds from any
        Mortgage Loan were used to finance a single-premium credit life insurance
        policy;

       

      (xlix)  Tax
        Service Contract; Flood Certification Contract.
        Each
        Mortgage Loan is covered by a paid in full, life of loan tax service contract
        and a paid in full, life of loan flood certification contract and each of
        these
        contracts is assignable to the Purchaser;

       

      (l)  Qualified
        Mortgage.
        The
        Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3)
        of the Code;

       

      (li)  Regarding
        the Mortgagor.
        The
        Mortgagor is one or more natural persons and/or trustees for an Illinois
        land
        trust or a trustee under a “living trust” and such “living trust” is in
        compliance with Fannie Mae guidelines for such trusts; 

       

      (lii)   Recordation.
        Each
        original Mortgage was recorded and all subsequent assignments of the original
        Mortgage (other than the assignment to the Purchaser) have been recorded
        in the
        appropriate jurisdictions wherein such recordation is necessary to perfect
        the
        lien thereof as against creditors of the Seller, the Originator, or is in
        the
        process of being recorded. The Assignment of Mortgage is in recordable form
        and
        is acceptable for recording in the jurisdiction in which the Mortgaged Property
        is located;

       

      (liii)  FICO
        Scores.
        Each
        Mortgagor has a non-zero FICO score;

       

      (liv)  Compliance
        with Anti-Money Laundering Laws.
        The
        Seller and the Servicer have complied with all applicable anti-money laundering
        laws and regulations, including without limitation the USA Patriot Act of
        2001
        (collectively, the “Anti-Money
        Laundering Laws”);
        the
        Seller or the Servicer has established an anti-money laundering compliance
        program as required by the Anti-Money Laundering Laws, has conducted the
        requisite due diligence in connection with the origination of each Mortgage
        Loan
        for purposes of the Anti-Money Laundering Laws, including with respect to
        the
        legitimacy of the applicable Mortgagor and the origin of the assets used
        by the
        said Mortgagor to purchase the property in question, and maintains, and will
        maintain, sufficient information to identify the applicable Mortgagor for
        purposes of the Anti-Money Laundering Laws. No Mortgage Loan is subject to
        nullification pursuant to Executive Order 13224 (the “Executive Order”) or the
        regulations promulgated by the Office of Foreign Assets Control of the United
        States Department of the Treasury (the “OFAC Regulations”) or in violation of
        the Executive Order or the OFAC Regulations, and no Mortgagor is subject
        to the
        provisions of such Executive Order or the OFAC Regulations nor listed as
        a
“blocked person” for purposes of the OFAC Regulations;

       

      (lv)   Interest
        Calculation.
        Interest on each Mortgage Loan is calculated on the basis of a 360-day year
        consisting of twelve 30-day months;

       

      (lvi)  No
        Balloon Loans.
        No
        Mortgage Loan is a balloon loan; 

       

      (lvii)  Credit
        Reporting.
        With
        respect to each Mortgage Loan, the Servicer has fully and accurately furnished
        complete information on the related borrower credit files to Equifax, Experian
        and Trans Union Credit Information Company, in accordance with the Fair Credit
        Reporting Act and its implementing regulations;

       

      (lviii)  No
        Mortgage Loan is a “High Cost Home Loan” as defined in the Georgia Fair Lending
        Act, as amended (the “Georgia Act”) or New York Banking Law 6-1. No Mortgage
        Loan secured by owner occupied real property or an owner occupied manufactured
        home located in the State of Georgia was originated (or modified) on or after
        October 1, 2002 through and including March 6, 2003;

       

      (lix)  No
        Mortgage Loan is a “High-Cost Home Loan,” as defined in Section 6-1 of the New
        York State Banking Law;

       

      (lx)  
        No
        Mortgagor was encouraged or required to select a Mortgage Loan product offered
        by the Mortgage Loan’s originator which is a higher cost product designed for
        less creditworthy borrowers, unless at the time of the Mortgage Loan’s
        origination, such Mortgagor did not qualify taking into account credit history
        and debt to income ratios for a lower cost credit product then offered by
        the
        Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s originator.
        If, at the time of loan application, the Mortgagor may have qualified for
        a for
        a lower cost credit product then offered by any mortgage lending affiliate
        of
        the Mortgage Loan’s originator, the Mortgage Loan’s originator referred the
        Mortgagor’s application to such affiliate for underwriting
        consideration;

       

      (lxi)  The
        methodology used in underwriting the extension of credit for each Mortgage
        Loan
        employs objective mathematical principles which relate the Mortgagor’s income,
        assets and liabilities to the proposed payment and such underwriting methodology
        does not rely on the extent of the Mortgagor’s equity in the collateral as the
        principal determining factor in approving such credit extension. Such
        underwriting methodology confirmed that at the time of origination
        (application/approval) the Mortgagor had a reasonable ability to make timely
        payments on the Mortgage Loan; 

       

      (lxii)  All
        fees
        and charges (including finance charges) and whether or not financed, assessed,
        collected or to be collected in connection with the origination and servicing
        of
        each Loan have been disclosed in writing to the Mortgagor in accordance with
        applicable state and federal law and regulation;

       

      (lxiii)  All
        points and fees related to each Mortgage Loan were disclosed in writing to
        the
        related Mortgagor in accordance with applicable state and federal law and
        regulation;

       

      (lxiv)  The
        Servicer will transmit full-file credit reporting data for each Mortgage
        Loan
        pursuant to Fannie Mae Guide Announcement 95-19 and for each Mortgage Loan,
        Servicer agrees it shall report one of the following statuses each month
        as
        follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
        foreclosed, or charged-off;

       

      (lxv)  No
        Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
        Protection Act effective July 16, 2003 (Act 1340 or 2003); 

       

      (lxvi)  No
        Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
        loan statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100);


       

      (lxvii)  No
        Mortgage Loan secured by property located in the State of Nevada is a “home
        loan” as defined in the Nevada Assembly Bill No. 284;

       

      (lxviii)  No
        Mortgage Loan originated in the City of Oakland is subject to the City of
        Oakland, California Ordinance 12361, as a home loan;

       

      (lxix)  No
        Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
        and
        Equity Protection Act;

       

      (lxx)  No
        Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
        Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
        seq.);

       

      (lxxi)  No
        Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
        Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et
        seq.);

       

      (lxxii)  No
        Mortgage Loan is a “High-Cost Home Loan” under the New Jersey Home Ownership
        Security Act of 2002 (the “NJ Act”); and each Mortgage Loan subject to the NJ
        Act is considered under the NJ Act as, either, a (1) purchase money Home
        Loan,
        (2) purchase money Covered Loan, or (3) a rate/term refinance Home Loan;
        

       

      (lxxiii)  No
        Mortgage Loan originated in the city of Los Angeles, California on or after
        the
        effective date of the Los Angeles, California anti-predatory lending ordinance
        is a “home loan” under such ordinance; 

       

      (lxxiv)  No
        Mortgage Loan that is secured by property located within the State of Maine
        meets the definition of a (i) “high-rate, high-fee” mortgage loan under Article
        VIII, Title 9-A of the Maine Consumer Credit Code No Mortgage Loan or (ii)
        “High-Cost Home Loan” as defined under the Maine House Bill 383 L.D. 494,
        effective as of September 13, 2003; 

       

      (lxxv)  No
        Mortgagor agreed to submit to arbitration to resolve any dispute arising
        out of
        or relating in any way to the Mortgage Loan transaction; 

       

      (lxxvi)  As
        to any
        Mortgage Loan which is not a MERS Mortgage Loan, the Assignment of Mortgage
        is
        in recordable form and is acceptable for recording under the laws of the
        jurisdiction in which the Mortgaged Property is located;

       

      (lxxvii)  With
        respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
        MIN
        is accurately provided on the related Mortgage Loan Schedule. The related
        assignment of Mortgage to MERS has been duly and properly recorded;

       

      (lxxviii)  With
        respect to each MERS Mortgage Loan, neither the Seller nor the Servicer has
        received any notice of liens or legal actions with respect to such Mortgage
        Loan
        and no such notices have been electronically posted by MERS; 

       

      (lxxix)  Each
        Loan
        is eligible for sale in the secondary mortgage market or for securitization
        without unreasonable credit enhancement; 

       

      (lxxx)  With
        respect to each Mortgage Loan which is a Second Lien, (i) the related first
        lien
        does not provide for negative amortization, and (ii) either no consent for
        the
        Mortgage Loan is required by the holder of the first lien or such consent
        has
        been obtained and is contained in the Mortgage File;

       

      (lxxxi)  With
        respect to any Mortgage Loan for which a mortgage loan application was submitted
        by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by Mortgaged
        Property in the State of Illinois which has a Mortgage Interest Rate in excess
        of 8.0% per annum has lender-imposed fees (or other charges) in excess of
        3.0%
        of the original principal balance of the Mortgage Loan;

       

      (lxxxii)  The
        Mortgagor has not made or caused to be made any payment in the nature of
        an
‘average’ or ‘yield spread premium’ to a mortgage broker or a like Person which
        has not been fully disclosed to the Mortgagor;

      


      (lxxxiii)  No
        Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the
        Massachusetts Predatory Home Loan Practices Act, effective November 6, 2004
        (Mass. Ann. Laws Ch. 183C); and 

      


      (lxxxiv)  No
        predatory or deceptive lending practices, including but not limited to, the
        extension of credit to the applicable Mortgagor without regard for said
        Mortgagor's ability to repay the Mortgage Loan and the extension of credit
        to
        said Mortgagor which has no apparent benefit to said Mortgagor, were employed
        by
        the originator of the Mortgage Loan in connection with the origination of
        the
        Mortgage Loan.

      


      SECTION
        7.  Repurchase
        Obligation for Defective Documentation and for Breach of Representation and
        Warranty.

      


      (a)  The
        representations and warranties contained in Section 6 shall not be impaired
        by
        any review and examination of loan files or other documents evidencing or
        relating to the Mortgage Loans or any failure on the part of the Seller or
        the
        Purchaser to review or examine such documents and shall inure to the benefit
        of
        any assignee, transferee or designee of the Purchaser, including the Trustee
        for
        the benefit of holders of the Certificates.

      


      With
        respect to the representations and warranties contained herein that are made
        to
        the knowledge or the best knowledge of the Seller or as to which the Seller
        has
        no knowledge, if it is discovered that the substance of any such representation
        and warranty is inaccurate and the inaccuracy materially and adversely affects
        the value of the related Mortgage Loan, or the interest therein of the Purchaser
        or the Purchaser's assignee, designee or transferee, then notwithstanding
        the
        Seller's lack of knowledge with respect to the substance of such representation
        and warranty being inaccurate at the time the representation and warranty
        was
        made, such inaccuracy shall be deemed a breach of the applicable representation
        and warranty and the Seller shall take such action described in the following
        paragraphs of this Section 7(a) in respect of such Mortgage Loan. Upon discovery
        by the Seller, the Purchaser or any assignee, transferee or designee of the
        Purchaser of any materially defective document in, or that any material document
        was not transferred by the Seller (as listed on the Trustee's Initial
        Certification) as part of any Mortgage File, or of a breach of any of the
        representations and warranties contained in Section 6 that materially and
        adversely affects the value of any Mortgage Loan or the interest therein
        of the
        Purchaser or the Purchaser's assignee, transferee or designee, the party
        discovering such breach shall give prompt written notice to NC Capital and
        the
        Seller. Within sixty (60) days of its discovery or its receipt of notice
        of any
        such missing documentation that was not transferred by the Seller as described
        above, or of materially defective documentation, or of any such breach of
        a
        representation and warranty, NC Capital or the Seller, as applicable, promptly
        shall deliver such missing document or cure such defect or breach in all
        material respects or, in the event NC Capital or the Seller, as applicable,
        cannot deliver such missing document or cannot cure such defect or breach,
        NC
        Capital or the Seller, as applicable, shall, within ninety (90) days of its
        discovery or receipt of notice, either (i) repurchase the affected Mortgage
        Loan
        at the Purchase Price (as defined in the Pooling and Servicing Agreement)
        or
        (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause
        the removal of such Mortgage Loan from the Trust Fund and substitute one
        or more
        Qualified Substitute Mortgage Loans. NC Capital or the Seller, as applicable,
        shall amend the Closing Schedule to reflect the withdrawal of such Mortgage
        Loan
        from the terms of this Agreement and the Pooling and Servicing Agreement.
        NC
        Capital or the Seller, as applicable, shall deliver to the Purchaser such
        amended Closing Schedule and shall deliver such other documents as are required
        by this Agreement or the Pooling and Servicing Agreement within five (5)
        days of
        any such amendment. Any repurchase pursuant to this Section 7(a) shall be
        accomplished by transfer to an account designated by the Purchaser of the
        amount
        of the Purchase Price in accordance with Section 2.03 of the Pooling and
        Servicing Agreement. Any repurchase required by this Section shall be made
        in a
        manner consistent with Section 2.03 of the Pooling and Servicing
        Agreement.

       

      Notwithstanding
        the foregoing, to the extent a representation or warranty of the Seller
        regarding the Mortgage Loans has been breached and the circumstance constituting
        the breach also constitutes a breach of a like representation or warranty
        given
        by NC Capital as of an earlier date, the Purchaser's remedy hereunder shall
        be
        solely against NC Capital and not the Seller.

       

      Notwithstanding
        the foregoing, within ninety (90) days of the earlier of discovery by NC
        Capital
        or receipt of notice by NC Capital of the breach of the representation of
        NC
        Capital set forth in Section 7.02(xlvi) of the Master Agreement (attached
        as
        Exhibit A to the Master Agreement) which materially and adversely affects
        the
        interests of the Holders of the Class P Certificates in any Prepayment Charge,
        NC Capital shall pay the amount of the scheduled Prepayment Charge, for the
        benefit of the Holders of the Class P Certificates, by remitting such amount
        to
        the Servicer for deposit into the Collection Account, net of any amount
        previously collected by the Servicer or paid by the Servicer, for the benefit
        of
        the Holders of the Class P Certificates in respect of such Prepayment
        Charge.

       

      (b)  NC
        Capital hereby agrees that, in the event that any Mortgage Loan prepays in
        full
        on or prior to the date which is ninety (90) days following the date on which
        the related Mortgage Loan was purchased from NC Capital by the Seller pursuant
        to the Master Agreement, NC Capital will pay to the Seller, with respect
        to each
        Mortgage Loan repurchased, an amount (such amount, a “Repurchase Premium”) equal
        to the product of (a) the excess of the Purchase Price percentage paid by
        the
        Seller to NC Capital pursuant to the Master Agreement over 100% and (b) the
        Stated Principal Balance of such Mortgage Loan as of the date of such prepayment
        in full; provided, that, the amount reimbursed to the Seller shall be reduced
        by
        the amount of any Prepayment Charges that are legally enforceable with respect
        to such Mortgage Loan.

       

      (c)  It
        is
        understood and agreed that the obligations of NC Capital or the Seller, as
        applicable, set forth in this Section 7 to cure or repurchase a defective
        Mortgage Loan, constitute the sole remedies of the Purchaser against NC Capital
        or the Seller, as applicable, respecting a missing document or a breach of
        the
        representations and warranties contained in Section 6.

       

      SECTION
        8.  Closing;
        Payment for the Mortgage Loans.
        The
        closing of the purchase and sale of the Mortgage Loans shall be held at the
        New
        York City office of Thacher Proffitt & Wood
        llp
        at 10:00
        a.m. New York City time on the Closing Date.

       

      The
        closing shall be subject to each of the following conditions:

       

      (a)  All
        of
        the representations and warranties of the Seller under this Agreement shall
        be
        true and correct in all material respects as of the date as of which they
        are
        made and no event shall have occurred which, with notice or the passage of
        time,
        would constitute a default under this Agreement;

       

      (b)  All
        of
        the representations and warranties of NC Capital under this Agreement shall
        be
        true and correct in all material respects as of the date as of which they
        are
        made and no event shall have occurred which, with notice or the passage of
        time,
        would constitute a default under this Agreement;

       

      (c)  The
        Purchaser shall have received, or the attorneys of the Purchaser shall have
        received in escrow (to be released from escrow at the time of closing), all
        Closing Documents as specified in Section 9 of this Agreement, in such forms
        as
        are agreed upon and acceptable to the Purchaser, duly executed by all
        signatories other than the Purchaser as required pursuant to the respective
        terms thereof;

       

      (d)  The
        Seller shall have delivered or caused to be delivered and released to the
        Purchaser or to its designee all documents (including, without limitation,
        the
        Mortgage Loans) required to be so delivered by the Purchaser pursuant to
        Section
        2.01 of the Pooling and Servicing Agreement; and

       

      (e)  All
        other
        terms and conditions of this Agreement and the Pooling and Servicing Agreement
        shall have been complied with.

       

      Subject
        to the foregoing conditions, the Purchaser shall deliver or cause to be
        delivered to the Seller on the Closing Date, against delivery and release
        by the
        Seller to the Trustee of all documents required pursuant to the Pooling and
        Servicing Agreement, the Mortgage Loan Purchase Price for the Mortgage Loans
        as
        specified in Section 3 of this Agreement.

       

      SECTION
        9.  Closing
        Documents.
        Without
        limiting the generality of Section 8 hereof, the closing shall be subject
        to
        delivery of each of the following documents:

       

      (a)  A
        Secretary's Certificate of the Seller, dated the Closing Date, in form
        satisfactory to and upon which NC Capital, the Purchaser and UBS Securities
        LLC
        (the “Underwriter”) may rely, and attached thereto copies of the certificate of
        incorporation, by-laws and certificate of good standing of the Seller under
        the
        laws of Delaware;

       

      (b)  An
        Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory
        to and addressed to the Underwriter;

       

      (c)  An
        Officer's Certificate of NC Capital, dated the Closing Date, in form
        satisfactory to and upon which the Seller, the Purchaser and the Underwriter
        may
        rely, and attached thereto copies of the certificate of incorporation, by-laws
        and certificate of good standing of NC Capital under the laws of its state
        of
        incorporation;

       

      (d)  An
        opinion of Counsel of NC Capital, dated the Closing Date, in form satisfactory
        to and addressed to the Underwriter;

       

      (e)  Such
        opinions of counsel as the Rating Agencies or the Trustee may request in
        connection with the sale of the Mortgage Loans by the Seller to the Purchaser
        or
        the Seller's execution and delivery of, or performance under, this
        Agreement;

       

      (f)  A
        letter
        from Deloitte & Touche LLP, certified public accountants, to the effect that
        they have performed certain specified procedures as a result of which they
        determined that certain information of an accounting, financial or statistical
        nature set forth in the Prospectus Supplement, contained under the captions
        “Summary—Mortgage Loans,” “Risk Factors,” (to the extent of information
        concerning the Mortgage Loans contained therein) and “Description of the
        Mortgage Loans” agrees with the records of NC Capital;

       

      (g)  Such
        further information, certificates, opinions and documents as the Purchaser
        or
        the Underwriter may reasonably request.

       

      SECTION
        10.  Costs.
        The
        Seller shall pay (or shall reimburse the Purchaser or any other Person to
        the
        extent that the Purchaser or such other Person shall pay) the fees and expenses
        of the Seller's accountants and attorneys and the costs and expenses incurred
        in
        connection with obtaining the documents referred to in Sections 9(a), 9(b),
        9(e)
        and 9(f), the costs and expenses of printing (or otherwise reproducing) and
        delivering this Agreement, the Pooling and Servicing Agreement, the
        Certificates, the prospectus and Prospectus Supplement, and any private
        placement memorandum relating to the Certificates and other related documents,
        the initial fees, costs and expenses of the Trustee, the fees and expenses
        of
        the Purchaser's counsel in connection with the preparation of all documents
        relating to the securitization of the Mortgage Loans, the filing fee charged
        by
        the Securities and Exchange Commission for registration of the Certificates
        and
        the fees charged by any Rating Agency to rate the Certificates. All other
        costs
        and expenses in connection with the transactions contemplated hereunder shall
        be
        borne by the party incurring such expense.

       

      SECTION
        11.  [Reserved].

       

      SECTION
        12.  [Reserved].

       

      SECTION
        13.  Mandatory
        Delivery; Grant of Security Interest.
        The
        sale and delivery on the Closing Date of the Mortgage Loans described on
        the
        Mortgage Loan Schedule in accordance with the terms and conditions of this
        Agreement is mandatory. It is specifically understood and agreed that each
        Mortgage Loan is unique and identifiable on the date hereof and that an award
        of
        money damages would be insufficient to compensate the Purchaser for the losses
        and damages incurred by the Purchaser in the event of the Seller's failure
        to
        deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
        grants to the Purchaser a lien on and a continuing security interest in the
        Seller's interest in each Mortgage Loan and each document and instrument
        evidencing each such Mortgage Loan to secure the performance by the Seller
        of
        its obligation hereunder, and the Seller agrees that it holds such Mortgage
        Loans in custody for the Purchaser, subject to the Purchaser's (i) right,
        prior
        to the Closing Date, to reject any Mortgage Loan to the extent permitted
        by this
        Agreement, and (ii) obligation to deliver or cause to be delivered the
        consideration for the Mortgage Loans pursuant to Section 8 hereof. Any Mortgage
        Loans rejected by the Purchaser shall concurrently therewith be released
        from
        the security interest created hereby. All rights and remedies of the Purchaser
        under this Agreement are distinct from, and cumulative with, any other rights
        or
        remedies under this Agreement or afforded by law or equity and all such rights
        and remedies may be exercised concurrently, independently or
        successively.

       

      Notwithstanding
        the foregoing, if on the Closing Date, each of the conditions set forth in
        Section 8 hereof shall have been satisfied and the Purchaser shall not have
        paid
        or caused to be paid the Mortgage Loan Purchase Price, or any such condition
        shall not have been waived or satisfied and the Purchaser determines not
        to pay
        or cause to be paid the Mortgage Loan Purchase Price, the Purchaser shall
        immediately effect the re-delivery of the Mortgage Loans, if delivery to
        the
        Purchaser has occurred, and the security interest created by this Section
        13
        shall be deemed to have been released.

       

      SECTION
        14.  Notices.
        All
        demands, notices and communications hereunder shall be in writing and shall
        be
        deemed to have been duly given if personally delivered to or mailed by
        registered mail, postage prepaid, or transmitted by fax and, receipt of which
        is
        confirmed by telephone, if to the Purchaser, addressed to the Purchaser at
        1285
        Avenue of the Americas, New York, New York 10019, facsimile number (212)
        713-7999, Attention: Glenn McIntyre, or such other address as may hereafter
        be
        furnished to the Seller and NC Capital in writing by the Purchaser; if to
        the
        Seller, addressed to the Seller at 1285 Avenue of the Americas, New York,
        New
        York 10019, facsimile number (212) 713-7999, Attention: Glenn McIntyre, or
        to
        such other address as the Seller may designate in writing to the Purchaser
        and
        NC Capital; and if to NC Capital, addressed to NC Capital Corporation at
        18400
        Van Karman, Suite 1000, Irvine, California 92612, facsimile number (949)
        440-7033, Attention: Kevin Cloyd, or such other address as may hereafter
        be
        furnished to the Seller and the Purchaser in writing by NC Capital.

       

      SECTION
        15.  Severability
        of Provisions.
        Any
        part, provision, representation or warranty of this Agreement that is prohibited
        or that is held to be void or unenforceable shall be ineffective to the extent
        of such prohibition or unenforceability without invalidating the remaining
        provisions hereof. Any part, provision, representation or warranty of this
        Agreement that is prohibited or unenforceable or is held to be void or
        unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
        to the extent of such prohibition or unenforceability without invalidating
        the
        remaining provisions hereof, and any such prohibition or unenforceability
        in any
        jurisdiction as to any Mortgage Loan shall not invalidate or render
        unenforceable such provision in any other jurisdiction. To the extent permitted
        by applicable law, the parties hereto waive any provision of law which prohibits
        or renders void or unenforceable any provision hereof.

       

      SECTION
        16.  Agreement
        of Parties.
        NC
        Capital, the Seller and the Purchaser each agree to execute and deliver such
        instruments and take such actions as either of the others may, from time
        to
        time, reasonably request in order to effectuate the purpose and to carry
        out the
        terms of this Agreement and the Pooling and Servicing Agreement.

       

      SECTION
        17.  Survival.
        (a) The
        Seller agrees that the representations, warranties and agreements made by
        it
        herein and in any certificate or other instrument delivered pursuant hereto
        shall be deemed to be relied upon by the Purchaser, notwithstanding any
        investigation heretofore or hereafter made by the Purchaser or on its behalf,
        and that the representations, warranties and agreements made by the Seller
        herein or in any such certificate or other instrument shall survive the delivery
        of and payment for the Mortgage Loans and shall continue in full force and
        effect, notwithstanding any restrictive or qualified endorsement on the Mortgage
        Notes and notwithstanding subsequent termination of this Agreement, the Pooling
        and Servicing Agreement or the Trust Fund; and (b) NC Capital agrees that
        the
        representations, warranties and agreements made by it herein and in any
        certificate or other instrument delivered pursuant hereto shall be deemed
        to be
        relied upon by the Seller and the Purchaser notwithstanding any investigation
        heretofore or hereafter made by the Seller or the Purchaser or on the behalf
        of
        either of them, and that the representations, warranties and agreements made
        by
        NC Capital herein or in any such certificate shall continue in full force
        and
        effect, notwithstanding subsequent termination of this Agreement, the Pooling
        and Servicing Agreement or the Trust Fund.

       

      SECTION
        18.  GOVERNING
        LAW.
        THIS
        AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE
        PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
        LAWS
        (OTHER THAN THE CHOICE OF LAW PROVISIONS THEREIN) AND DECISIONS OF THE STATE
        OF
        NEW YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401
        OF THE
        NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

       

      SECTION
        19.  Miscellaneous.
        This
        Agreement may be executed in two or more counterparts, each of which when
        so
        executed and delivered shall be an original, but all of which together shall
        constitute one and the same instrument. This Agreement shall inure to the
        benefit of and be binding upon the parties hereto and their respective
        successors and assigns. This Agreement supersedes all prior agreements and
        understandings relating to the subject matter hereof. Neither this Agreement
        nor
        any term hereof may be changed, waived, discharged or terminated orally,
        but
        only by an instrument in writing signed by the party against whom enforcement
        of
        the change, waiver, discharge or termination is sought. The headings in this
        Agreement are for purposes of reference only and shall not limit or otherwise
        affect the meaning hereof.

       

      It
        is the
        express intent of the parties hereto that the conveyance of the Mortgage
        Loans
        by the Seller to the Purchaser as provided in Section 4 hereof be, and be
        construed as, a sale of the Mortgage Loans by the Seller to the Purchaser
        and
        not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure
        a
        debt or other obligation of the Seller. However, in the event that,
        notwithstanding the aforementioned intent of the parties, the Mortgage Loans
        are
        held to be property of the Seller, then (a) it is the express intent of the
        parties that such conveyance be deemed a pledge of the Mortgage Loans by
        the
        Seller to the Purchaser to secure a debt or other obligation of the Seller
        and
        (b) (1) this Agreement shall also be deemed to be a security agreement within
        the meaning of Articles 8 and 9 of the New York Uniform Commercial Code;
        (2) the
        conveyance provided for in Section 4 hereof shall be deemed to be a grant
        by the
        Seller to the Purchaser of a security interest in all of the Seller's right,
        title and interest in and to the Mortgage Loans and all amounts payable to
        the
        holders of the Mortgage Loans in accordance with the terms thereof and all
        proceeds of the conversion, voluntary or involuntary, of the foregoing into
        cash, instruments, securities or other property, including without limitation
        all amounts, other than investment earnings, from time to time held or invested
        in the Collection Account whether in the form of cash, instruments, securities
        or other property; (3) the possession by the Purchaser or its agent of Mortgage
        Notes, the related Mortgages and such other items of property that constitute
        instruments, money, negotiable documents or chattel paper shall be deemed
        to be
“possession” by the secured party for purposes of perfecting the security
        interest pursuant to the New York Uniform Commercial Code; and (4) notifications
        to persons holding such property and acknowledgments, receipts or confirmations
        from persons holding such property shall be deemed notifications to, or
        acknowledgments, receipts or confirmations from, financial intermediaries,
        bailees or agents (as applicable) of the Purchaser for the purpose of perfecting
        such security interest under applicable law. Any assignment of the interest
        of
        the Purchaser pursuant to Section 4(d) hereof shall also be deemed to be
        an
        assignment of any security interest created hereby. The Seller and the Purchaser
        shall, to the extent consistent with this Agreement, take such actions as
        may be
        necessary to ensure that, if this Agreement were deemed to create a security
        interest in the Mortgage Loans, such security interest would be deemed to
        be a
        perfected security interest of first priority under applicable law and will
        be
        maintained as such throughout the term of this Agreement and the Pooling
        and
        Servicing Agreement.

       

      The
        NIMS
        Insurer, if any, shall be a third party beneficiary hereof and may enforce
        the
        terms hereof as if a party hereto.

       

      



      
        
          
            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      IN
        WITNESS WHEREOF, NC Capital, the Purchaser and the Seller have caused their
        names to be signed by their respective officers thereunto duly authorized
        as of
        the date first above written.

       

      MORTGAGE
        ASSET SECURITIZATION TRANSACTIONS, INC.

       

      By:
        ________________________________

      Name:

      Title:

       

      By:
        ________________________________

      Name:

      Title:

       

      UBS
        REAL
        ESTATE SECURITIES INC.

       

      By:
        ________________________________

      Name:

      Title:

       

      By:
        ________________________________

      Name:

      Title:

       

      NC
        CAPITAL CORPORATION

       

      By:
        ________________________________

      Name:

      Title:

       

      


    

     

    


    


    
      
        
          
             

            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      E

     

     

    See
      Exhibit 3 to the Custodial Agreement

     

     

    
      
        Available
          upon request.

      

    

    


     

    


    
      
        
          
             

            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      F-1

     

    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    [Date]

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attn:
      Transfer Unit / MASTR 2006-NC1

     

    
      	 	
              Re:

            	
              MASTR
                Asset Backed Securities Trust, Series 2006-NC1, Mortgage Pass-Through
                Certificates, Class ___, representing a ___% Class ___ Percentage
                Interest

            


    

    


     

    Ladies
      and Gentlemen:

     

    In
      connection with the transfer by ________________ (the “Transferor”) to
      ________________ (the “Transferee”) of the captioned mortgage pass-through
      certificates (the “Certificates”), the Transferor hereby certifies as
      follows:

     

    Neither
      the Transferor nor anyone acting on its behalf has (a) offered, pledged, sold,
      disposed of or otherwise transferred any Certificate, any interest in any
      Certificate or any other similar security to any person in any manner, (b)
      has
      solicited any offer to buy or to accept a pledge, disposition or other transfer
      of any Certificate, any interest in any Certificate or any other similar
      security from any person in any manner, (c) has otherwise approached or
      negotiated with respect to any Certificate, any interest in any Certificate
      or
      any other similar security with any person in any manner, (d) has made any
      general solicitation by means of general advertising or in any other manner,
      (e)
      has taken any other action, that (in the case of each of subclauses (a) through
      (e) above) would constitute a distribution of the Certificates under the
      Securities Act of 1933, as amended (the “1933 Act”), or would render the
      disposition of any Certificate a violation of Section 5 of the 1933 Act or
      any
      state securities law or would require registration or qualification pursuant
      thereto. The Transferor will not act, nor has it authorized or will it authorize
      any person to act, in any manner set forth in the foregoing sentence with
      respect to any Certificate. The Transferor will not sell or otherwise transfer
      any of the Certificates, except in compliance with the provisions of that
      certain Pooling and Servicing Agreement, dated as of February 1, 2006, among
      Mortgage Asset Securitization Transactions, Inc., Wells Fargo Bank, N.A. and
      U.S. Bank National Association (the “Pooling and Servicing Agreement”), pursuant
      to which Pooling and Servicing Agreement the Certificates were
      issued.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Capitalized
      terms used but not defined herein shall have the meanings assigned thereto
      in
      the Pooling and Servicing Agreement.

     

    Very
      truly yours,

     

    [Transferor]

     

    By:___________________________

    Name:

    Title:

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    FORM
      OF
      TRANSFEREE REPRESENTATION LETTER

     

    [Date]

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attn:
      Transfer Unit / MASTR 2006-NC1

     

    
      	 	
              Re:

            	
              MASTR
                Asset Backed Securities Trust, Series 2006-NC1, Mortgage Pass-Through
                Certificates, Class ___, representing a ___% Class ___ Percentage
                Interest

            


    

    


     

    Ladies
      and Gentlemen:

     

    In
      connection with the purchase from ______________________ (the “Transferor”) on
      the date hereof of the captioned trust certificates (the “Certificates”),
      _______________ (the “Transferee”) hereby certifies as follows:

     

    1.
       The
      Transferee is a “qualified institutional buyer” as that term is defined in Rule
      144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has
      completed either of the forms of certification to that effect attached hereto
      as
      Annex 1 or Annex 2. The Transferee is aware that the sale to it is being made
      in
      reliance on Rule 144A. The Transferee is acquiring the Certificates for its
      own
      account or for the account of a qualified institutional buyer, and understands
      that such Certificate may be resold, pledged or transferred only (i) to a person
      reasonably believed to be a qualified institutional buyer that purchases for
      its
      own account or for the account of a qualified institutional buyer to whom notice
      is given that the resale, pledge or transfer is being made in reliance on Rule
      144A, or (ii) pursuant to another exemption from registration under the 1933
      Act.

     

    2. 
      The
      Transferee has been furnished with all information regarding (a) the
      Certificates and distributions thereon, (b) the nature, performance and
      servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
      referred to below, and (d) any credit enhancement mechanism associated with
      the
      Certificates, that it has requested.

     

    All
      capitalized terms used but not otherwise defined herein have the respective
      meanings assigned thereto in the Pooling and Servicing Agreement, dated as
      of
      February 1, 2006, among Mortgage Asset Securitization Transactions, Inc., Wells
      Fargo Bank, N.A. and U.S. Bank National Association, pursuant to which the
      Certificates were issued.

     

    [TRANSFEREE]

     

    By:__________________________

    Name:

    Title:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ANNEX
      1 TO EXHIBIT F-1

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

    [FOR
      TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Wells Fargo Bank, N.A., as Trust Administrator, with respect
      to the mortgage pass-through certificates (the “Certificates”) described in the
      Transferee Certificate to which this certification relates and to which this
      certification is an Annex:

     

    1.
      As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the entity purchasing the
      Certificates (the “Transferee”).

     

    2.
      In
      connection with purchases by the Transferee, the Transferee is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933 (“Rule 144A”) because (i) the Transferee owned and/or invested on a
      discretionary basis $______________________1 
      in
      securities (except for the excluded securities referred to below) as of the
      end
      of the Transferee's most recent fiscal year (such amount being calculated in
      accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in
      the
      category marked below.

     

    ___
      CORPORATION, ETC. The Transferee is a corporation (other than a bank, savings
      and loan association or similar institution), Massachusetts or similar business
      trust, partnership, or any organization described in Section 501(c)(3) of the
      Internal Revenue Code of 1986.

     

    ___
      BANK.
      The Transferee (a) is a national bank or banking institution organized under
      the
      laws of any State, territory or the District of Columbia, the business of which
      is substantially confined to banking and is supervised by the State or
      territorial banking commission or similar official or is a foreign bank or
      equivalent institution, and (b) has an audited net worth of at least $25,000,000
      as demonstrated in its latest annual financial statements, a copy of which
      is
      attached hereto.

     

    ___
      SAVINGS AND LOAN. The Transferee (a) is a savings and loan association, building
      and loan association, cooperative bank, homestead association or similar
      institution, which is supervised and examined by a State or Federal authority
      having supervision over any such institutions or is a foreign savings and loan
      association or equivalent institution and (b) has an audited net worth of at
      least

     

    ___
      BROKER-DEALER. The Transferee is a dealer registered pursuant to Section 15
      of
      the Securities Exchange Act of 1934.

     

    ___
      INSURANCE COMPANY. The Transferee is an insurance company whose primary and
      predominant business activity is the writing of insurance or the reinsuring
      of
      risks underwritten by insurance companies and which is subject to supervision
      by
      the insurance commissioner or a similar official or agency of a State, territory
      or the District of Columbia.

     

    ___
      STATE
      OR LOCAL PLAN. The Transferee is a plan established and maintained by a State,
      its political subdivisions, or any agency or instrumentality of the State or
      its
      political subdivisions, for the benefit of its employees.

     

    ___
      ERISA
      PLAN. The Transferee is an employee benefit plan within the meaning of Title
      I
      of the Employee Retirement Income Security Act of 1974.

     

    ___
      INVESTMENT ADVISOR. The Transferee is an investment advisor registered under
      the
      Investment Advisers Act of 1940.

     

    3.
      The
      term “SECURITIES” as used herein DOES NOT INCLUDE (i) securities of issuers that
      are affiliated with the Transferee, (ii) securities that are part of an unsold
      allotment to or subscription by the Transferee, if the Transferee is a dealer,
      (iii) securities issued or guaranteed by the U.S. or any instrumentality
      thereof, (iv) bank deposit notes and certificates of deposit, (v) loan
      participations, (vi) repurchase agreements, (vii) securities owned but subject
      to a repurchase agreement and (viii) currency, interest rate and commodity
      swaps.

     

    4.
      For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Transferee, the Transferee used the cost of
      such
      securities to the Transferee and did not include any of the securities referred
      to in the preceding paragraph. Further, in determining such aggregate amount,
      the Transferee may have included securities owned by subsidiaries of the
      Transferee, but only if such subsidiaries are consolidated with the Transferee
      in its financial statements prepared in accordance with generally accepted
      accounting principles and if the investments of such subsidiaries are managed
      under the Transferee's direction. However, such securities were not included
      if
      the Transferee is a majority-owned, consolidated subsidiary of another
      enterprise and the Transferee is not itself a reporting company under the
      Securities Exchange Act of 1934.

     

    5.
      The
      Transferee acknowledges that it is familiar with Rule 144A and understands
      that
      the Transferor and other parties related to the Certificates are relying and
      will continue to rely on the statements made herein because one or more sales
      to
      the Transferee may be in reliance on Rule 144A.

     

    ___
       ___
       Will
      the
      Transferee be purchasing the Certificates

    Yes
       No
       only
      for
      the Transferee's own account?

     

    6.
      If the
      answer to the foregoing question is “no”, the Transferee agrees that, in
      connection with any purchase of securities sold to the Transferee for the
      account of a third party (including any separate account) in reliance on Rule
      144A, the Transferee will only purchase for the account of a third party that
      at
      the time is a “qualified institutional buyer” within the meaning of Rule 144A.
      In addition, the Transferee agrees that the Transferee will not purchase
      securities for a third party unless the Transferee has obtained a current
      representation letter from such third party or taken other appropriate steps
      contemplated by Rule 144A to conclude that such third party independently meets
      the definition of “qualified institutional buyer” set forth in Rule
      144A.

     

    7.
      The
      Transferee will notify each of the parties to which this certification is made
      of any changes in the information and conclusions herein. Until such notice
      is
      given, the Transferee's purchase of the Certificates will constitute a
      reaffirmation of this certification as of the date of such purchase. In
      addition, if the Transferee is a bank or savings and loan as provided above,
      the
      Transferee agrees that it will furnish to such parties updated annual financial
      statements promptly after they become available.

     

    Dated:
      ___________

     

    ____________________________________

    Print
      Name of Transferee

     

    By:_________________________________

    Name:

    Title:

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ANNEX
      2 TO EXHIBIT F-1

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [FOR
      TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Wells Fargo Bank, N.A., as Trust Administrator, with respect
      to the mortgage pass- through certificates (the “Certificates”) described in the
      Transferee Certificate to which this certification relates and to which this
      certification is an Annex:

     

    1.
      As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the entity purchasing the Certificates (the
“Transferee”) or, if the Transferee is a “qualified institutional buyer” as that
      term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”)
      because the Transferee is part of a Family of Investment Companies (as defined
      below), is such an officer of the investment adviser (the
“Adviser”).

     

    2.
      In
      connection with purchases by the Transferee, the Transferee is a “qualified
      institutional buyer” as defined in Rule 144A because (i) the Transferee is an
      investment company registered under the Investment Company Act of 1940, and
      (ii)
      as marked below, the Transferee alone, or the Transferee's Family of Investment
      Companies, owned at least $100,000,000 in securities (other than the excluded
      securities referred to below) as of the end of the Transferee's most recent
      fiscal year. For purposes of determining the amount of securities owned by
      the
      Transferee or the Transferee's Family of Investment Companies, the cost of
      such
      securities was used.

     

    
      	 	
              ____
                

            	 	
              The
                Transferee owned $___________________ in securities (other than the
                excluded securities referred to below) as of the end of the Transferee's
                most recent fiscal year (such amount being calculated in accordance
                with
                Rule 144A).

            


    

     

    
      	 	
              ____
                

            	 	
              The
                Transferee is part of a Family of Investment Companies which owned
                in the
                aggregate $______________ in securities (other than the excluded
                securities referred to below) as of the end of the Transferee's most
                recent fiscal year (such amount being calculated in accordance with
                Rule
                144A).

            


    

     

    3.
      The
      term “FAMILY OF INVESTMENT COMPANIES” as used herein means two or more
      registered investment companies (or series thereof) that have the same
      investment adviser or investment advisers that are affiliated (by virtue of
      being majority owned subsidiaries of the same parent or because one investment
      adviser is a majority owned subsidiary of the other).

     

    4.
      The
      term “SECURITIES” as used herein does not include (i) securities of issuers that
      are affiliated with the Transferee or are part of the Transferee's Family of
      Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
      instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
      (iv) loan participations, (v) repurchase agreements, (vi) securities owned
      but
      subject to a repurchase agreement and (vii) currency, interest rate and
      commodity swaps.

     

    5.
      The
      Transferee is familiar with Rule 144A and understands that the parties to which
      this certification is being made are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee will be
      in
      reliance on Rule 144A. In addition, the Transferee will only purchase for the
      Transferee's own account.

     

    6.
      The
      undersigned will notify the parties to which this certification is made of
      any
      changes in the information and conclusions herein. Until such notice, the
      Transferee's purchase of the Certificates will constitute a reaffirmation of
      this certification by the undersigned as of the date of such
      purchase.

     

    Dated:
      __________

     

    ___________________________________

                                                                                                                   
      Print Name of Transferee or Advisor

     

    By:________________________________

    Name:
      

    Title:

     

    IF
      AN
      ADVISER:

     

    ___________________________________

    Print
      Name of Transferee

    


    

      

      
        1 Transferee
          must own and/or invest on a discretionary basis at least $100,000,000 in
          securities unless Transferee is a dealer, and, in that case, Transferee
          must own
          and/or invest on a discretionary basis at least $10,000,000 in securities.
          $25,000,000 as demonstrated in its latest annual financial statements,
          A COPY OF
          WHICH IS ATTACHED HERETO.

      

    

    


    
      
        
          
             

            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    FORM
      OF TRANSFEREE REPRESENTATION LETTER

     

    The
      undersigned hereby certifies on behalf of the purchaser named below (the
“Purchaser”) as follows:

     

    1.
      I am
      an executive officer of the Purchaser.

     

    2.
      The
      Purchaser is a “qualified institutional buyer”, as defined in Rule 144A, (“Rule
      144A”) under the Securities Act of 1933, as amended.

     

    3.
      As of
      the date specified below (which is not earlier than the last day of the
      Purchaser's most recent fiscal year), the amount of “securities”, computed for
      purposes of Rule 144A, owned and invested on a discretionary basis by the
      Purchaser was in excess of $100,000,000.

     

    Name
      of
      Purchaser

     

    _______________________________

     

    By:____________________________

    Name:

    Title:

     

    Date
      of
      this certificate: ______________

     

    Date
      of
      information provided in paragraph 3: ______________

    


    


    
      
        
          
             

            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      F-2

     

    FORM
      OF
      TRANSFER AFFIDAVIT AND AGREEMENT

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


     

    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    1. The
      undersigned is an officer of the proposed Transferee of an Ownership Interest
      in
      a Class [R][R-X] Certificates (the “Certificates”) issued pursuant to the
      Pooling and Servicing Agreement (the “Agreement”), relating to the
      above-referenced Certificates, among Mortgage Asset Securitization Transactions,
      Inc. as depositor, Wells Fargo Bank, N.A. as master servicer and trust
      administrator, Wells Fargo Bank, N.A. as servicer and U.S. Bank National
      Association as trustee. Capitalized terms used, but not defined herein shall
      have the meanings ascribed to such terms in the Agreement. The Transferee has
      authorized the undersigned to make this affidavit on behalf of the
      Transferee.

     

    2. The
      Transferee is, as of the date hereof, and will be, as of the date of the
      Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
      Interest in the Certificate for its own account. The Transferee has no knowledge
      that any such affidavit is false.

     

    3. The
      Transferee has been advised of, and understands that (i) a tax will be
      imposed on Transfers of the Certificate to Persons that are not Permitted
      Transferees; (ii) such tax will be imposed on the transferor, or, if such
      Transfer is through an agent (which includes a broker, nominee or middleman)
      for
      a Person that is not a Permitted Transferee, on the agent; and (iii) the
      Person otherwise liable for the tax shall be relieved of liability for the
      tax
      if the subsequent Transferee furnished to such Person an affidavit that such
      subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
      such Person does not have actual knowledge that the affidavit is
      false.

     

    4. The
      Transferee has been advised of, and understands that a tax will be imposed
      on a
“pass-through entity” holding the Certificate if at any time during the taxable
      year of the pass-through entity a Person that is not a Permitted Transferee
      is
      the record holder of an interest in such entity. The Transferee understands
      that
      such tax will not be imposed for any period with respect to which the record
      holder furnishes to the pass-through entity an affidavit that such record holder
      is a Permitted Transferee and the pass-through entity does not have actual
      knowledge that such affidavit is false. (For this purpose, a “pass-through
      entity” includes a regulated investment company, a real estate investment trust
      or common trust fund, a partnership, trust or estate, and certain cooperatives
      and, except as may be provided in Treasury Regulations, persons holding
      interests in pass-through entities as a nominee for another
      Person.)

     

    5. The
      Transferee has reviewed the provisions of Section 5.02(d) of the Agreement
      and understands the legal consequences of the acquisition of an Ownership
      Interest in the Certificate including, without limitation, the restrictions
      on
      subsequent Transfers and the provisions regarding voiding the Transfer and
      mandatory sales. The Transferee expressly agrees to be bound by and to abide
      by
      the provisions of Section 5.02(d) of the Agreement and the restrictions
      noted on the face of the Certificate. The Transferee understands and agrees
      that
      any breach of any of the representations included herein shall render the
      Transfer to the Transferee contemplated hereby null and void.

     

    6. The
      Transferee agrees to require a Transfer Affidavit from any Person to whom the
      Transferee attempts to Transfer its Ownership Interest in the Certificate,
      and
      in connection with any Transfer by a Person for whom the Transferee is acting
      as
      nominee, trustee or agent, and the Transferee will not Transfer its Ownership
      Interest or cause any Ownership Interest to be Transferred to any Person that
      the Transferee knows is not a Permitted Transferee. The Transferee has no actual
      knowledge that the Person to which the Transfer is to be made is not a Permitted
      Transferee.

     

    7. The
      Transferee has historically paid its debts as they have come due, intends to
      pay
      its debts as they come due in the future, and understands that the taxes payable
      with respect to the Certificate may exceed the cash flow with respect thereto
      in
      some or all periods and intends to pay such taxes as they become due. The
      Transferee does not have the intention to impede the assessment or collection
      of
      any tax legally required to be paid with respect to the
      Certificate.

     

    8. The
      Transferee’s taxpayer identification number is [___________].

     

    9. The
      Transferee is a U.S. Person as defined in Code
      Section 7701(a)(30).

     

    10. The
      Transferee is aware that the Certificate may be a “noneconomic residual
      interest” within the meaning of proposed Treasury regulations promulgated
      pursuant to the Code and that the transferor of a noneconomic residual interest
      will remain liable for any taxes due with respect to the income on such residual
      interest, unless no significant purpose of the transfer was to impede the
      assessment or collection of tax.

     

    11. The
      Transferee will not cause income from the Certificate to be attributable to
      a
      foreign permanent establishment or fixed base, within the meaning of an
      applicable income tax treaty, of the Transferee or any other U.S.
      person.

     

    12. Check
      one
      of the following:

     

     

    [_]  The
      present value of the anticipated tax liabilities associated with holding the
      Certificate, as applicable, does not exceed the sum of:

     

    
      	 	
              (i)

            	
              the
                present value of any consideration given to the Transferee to acquire
                such
                Certificate;

            


    

     

    
      	 	
              (ii)

            	
              the
                present value of the expected future distributions on such Certificate;
                and

            


    

     

    
      	 	
              (iii)

            	
              the
                present value of the anticipated tax savings associated with holding
                such
                Certificate as the related REMIC generates
                losses.

            


    

     

    For
      purposes of this calculation, (i) the Transferee is assumed to pay tax at the
      highest rate currently specified in Section 11(b) of the Code (but the tax
      rate
      in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
      specified in Section 11(b) of the Code if the Transferee has been subject to
      the
      alternative minimum tax under Section 55 of the Code in the preceding two years
      and will compute its taxable income in the current taxable year using the
      alternative minimum tax rate) and (ii) present values are computed using a
      discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
      of the Code for the month of the transfer and the compounding period used by
      the
      Transferee.

     

    [_]  The
      transfer of the Certificate complies with U.S. Treasury Regulations Sections
      1.860E-1(c)(5) and (6) and, accordingly,

     

    
      	 	
              (i)

            	
              the
                Transferee is an “eligible corporation,” as defined in U.S. Treasury
                Regulations Section 1.860E-1(c)(6)(i), as to which income from the
                Certificate will only be taxed in the United
                States;

            


    

     

    
      	 	
              (ii)

            	
              at
                the time of the transfer, and at the close of the Transferee’s two fiscal
                years preceding the year of the transfer, the Transferee had gross
                assets
                for financial reporting purposes (excluding any obligation of a person
                related to the Transferee within the meaning of U.S. Treasury Regulations
                Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
                in
                excess of $10 million;

            


    

     

    
      	 	
              (iii)

            	
              the
                Transferee will transfer the Certificate only to another “eligible
                corporation,” as defined in U.S. Treasury Regulations Section
                1.860E-1(c)(6)(i), in a transaction that satisfies the requirements
                of
                Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
                of
                the U.S. Treasury Regulations;
                and

            


    

     

    
      	 	
              (iv)

            	
              the
                Transferee determined the consideration paid to it to acquire the
                Certificate based on reasonable market assumptions (including, but
                not
                limited to, borrowing and investment rates, prepayment and loss
                assumptions, expense and reinvestment assumptions, tax rates and
                other
                factors specific to the Transferee) that it has determined in good
                faith.

            


    

     

    [_]  None
      of the above.

     

    


    13. The
      Transferee is not an employee benefit plan that is subject to Title I of ERISA
      or a plan that is subject to Section 4975 of the Code or a plan subject to
      any Federal, state or local law that is substantially similar to Title I of
      ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf
      of
      or investing plan assets of such a plan.

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
      its
      behalf, pursuant to the authority of its Board of Directors, by its [Vice]
      President, attested by its [Assistant] Secretary, this ____ day of __________,
      20__.

     

    [OWNER]

     

    By:__________________________

    Name:
      

    Title:
       [Vice]
      President

     

    ATTEST:

     

    By:_________________________________

    Name:

    Title:
       [Assistant]
      Secretary

     

    Personally
      appeared before me the above-named , known or proved to me to be the same person
      who executed the foregoing instrument and to be a [Vice] President of the
      Transferee, and acknowledged to me that [he/she] executed the same as [his/her]
      free act and deed and the free act and deed of the Transferee.

     

    Subscribed
      and sworn before me this ____ day of __________, 20___.

     

    ____________________________

     

    Notary
      Public

     

    County
      of
      ____________________

     

    


     

    State
      of
      ___________________

     

    My
      Commission expires:

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    FORM
      OF TRANSFEROR AFFIDAVIT

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


     

    __________________________,
      being duly sworn, deposes, represents and warrants as follows:

     

    1.
       I
      am a
      ____________________ of ____________________________ (the “Owner”), a
      corporation duly organized and existing under the laws of ______________, on
      behalf of whom I make this affidavit.

     

    2.
       The
      Owner
      is not transferring the Residual Certificates (the “Residual Certificates”) to
      impede the assessment or collection of any tax.

     

    3.
       The
      Owner
      has no actual knowledge that the Person that is the proposed transferee (the
      “Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
      any taxes owed by such proposed transferee as holder of the Residual
      Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
      for so long as the Residual Certificates remain outstanding; and (iii) is not
      a
      Permitted Transferee.

     

    4.
       The
      Owner
      understands that the Purchaser has delivered to the Trust Administrator a
      transfer affidavit and agreement in the form attached to the Pooling and
      Servicing Agreement as Exhibit F-2. The Owner does not know or believe that
      any
      representation contained therein is false.

     

    5.
       At
      the
      time of transfer, the Owner has conducted a reasonable investigation of the
      financial condition of the Purchaser as contemplated by Treasury Regulations
      Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner
      has
      determined that the Purchaser has historically paid its debts as they became
      due
      and has found no significant evidence to indicate that the Purchaser will not
      continue to pay its debts as they become due in the future. The Owner
      understands that the transfer of a Residual Certificate may not be respected
      for
      United States income tax purposes (and the Owner may continue to be liable
      for
      United States income taxes associated therewith) unless the Owner has conducted
      such an investigation.

     

    6.
       Capitalized
      terms not otherwise defined herein shall have the meanings ascribed to them
      in
      the Pooling and Servicing Agreement.

    


    
      
        
          6

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
      behalf, pursuant to the authority of its Board of Directors, by its [Vice]
      President, attested by its [Assistant] Secretary, this ____ day of ___________,
      20__.

     

    [OWNER]

     

    By:________________________________

    Name:

    Title:
       [Vice]
      President

     

    ATTEST:

     

    By:______________________________

    Name:

    Title:
       [Assistant]
      Secretary

     

    Personally
      appeared before me the above-named , known or proved to me to be the same person
      who executed the foregoing instrument and to be a [Vice] President of the Owner,
      and acknowledged to me that [he/she] executed the same as [his/her] free act
      and
      deed and the free act and deed of the Owner.

     

    Subscribed
      and sworn before me this ____ day of __________, 20___.

     

    ____________________________

     

    Notary
      Public

     

    County
      of
      ___________________

     

    State
      of
      _____________________

     

    My
      Commission expires:

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    



    EXHIBIT
      G

     

    FORM
      OF
      CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

     

    _____________,
      2005

     

    Mortgage
      Asset Securitization Transactions, Inc.

    1285
      Avenue of the Americas

    New
      York,
      New York 10019

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    


    Wells
      Fargo Bank, N.A.

    One
      Home
      Campus

    Des
      Moines, Iowa 50328-0001

    


    U.S.
      Bank
      National Association

    60
      Livingston Avenue

    EP-MN-WS3D

    St.
      Paul,
      MN 55107 

    Attn:
      Structured Finance / MASTR 2006-NC1

    


    
      	 	
              Re:

            	
              MASTR
                Asset Backed Securities Trust, Series 2006-NC1, Mortgage Pass-Through
                Certificates, Class

            


    

    


    Dear
      Sirs:

     

    _______________________
      (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of MASTR Asset
      Backed Securities Trust, Series 2006-NC1, Mortgage Pass-Through Certificates,
      Class [CE] [P] [R](the “Certificates”), issued pursuant to a Pooling and
      Servicing Agreement, dated as of February 1, 2006, among Mortgage Asset
      Securitization Transactions, Inc., Wells Fargo Bank, N.A. and U.S. Bank National
      Association (the “Pooling and Servicing Agreement”). Capitalized terms used
      herein and not otherwise defined shall have the meanings assigned thereto in
      the
      Pooling and Servicing Agreement. The Transferee hereby certifies, represents
      and
      warrants to, and covenants with the Depositor, the Trust Administrator, the
      Trustee and the Master Servicer that:

     

    The
      Certificates (i) are not being acquired by, and will not be transferred to,
      any
      employee benefit plan within the meaning of section 3(3) of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”), or other
      retirement arrangement, including individual retirement accounts and annuities,
      Keogh plans and bank collective investment funds and insurance company general
      or separate accounts in which such plans, accounts or arrangements are invested,
      that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
      Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
      acquired with “plan assets” of a Plan within the meaning of the Department of
      Labor (“DOL”) regulation, 29 C.F.R.ss.2510.3-101, and (iii) will not be
      transferred to any entity that is deemed to be investing in plan assets within
      the meaning of the DOL regulation at 29 C.F.R.ss. 2510.3-101.

    


    Very
      truly yours,

     

    _______________________________

     

    By:____________________________

    Name:
      

    Title:

     

    


    


    
      
        
          
             

            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      H

     

     

    FORM
      OF
      REPORT PURSUANT TO SECTION 4.06

     

    
       

      
        
          Available
            upon request.

        

      



     

    


    
      
        
          
             

            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      I

     

    FORM
      OF
      LOST NOTE AFFIDAVIT

     

    Loan
      #:
      __________________

    BORROWER:
      _____________

     

    LOST
      NOTE
      AFFIDAVIT

     

    I,
      as
      ____________________ of ______________________, a _______________ corporation
      am
      authorized to make this Affidavit on behalf of _____________________ (the
“Seller”). In connection with the administration of the Mortgage Loans held by
      ____________________, a _________________ corporation as Seller on behalf of
      Mortgage Asset Securitization Transactions, Inc. (the “Purchaser”),
      _____________________ (the “Deponent”), being duly sworn, deposes and says
      that:

     

    1.           
      The
      Seller's address is:      
                 
_____________________

    _____________________

    _____________________

     

    2.           
      The
      Seller previously delivered to the Purchaser a signed Initial Certification
      with
  respect
      to such Mortgage and/or Assignment of Mortgage;

     

    3.          
      Such
      Mortgage Note and/or Assignment of Mortgage was assigned or sold to the
      Purchaser by ________________________, a ____________ corporationpursuant
      to the terms and provisions of a Mortgage Loan Purchase Agreement dated as
      of
      __________ __, _____;

     

    4.           
      Such
      Mortgage Note and/or Assignment of Mortgage is not outstanding pursuant
  to
      a
      request for release of Documents;

     

    5.           
      Aforesaid
      Mortgage Note and/or Assignment of Mortgage (the “Original”) has   been
      lost;

     

    6.            Deponent
      has made or caused to be made a diligent search for the Original and has been
      unable to find or recover same;

     

    7.           
      The
      Seller was the Seller of the Original at the time of the loss; and

     

    8.           
      Deponent
      agrees that, if said Original should ever come into Seller's
      possession,  custody
      or power, Seller will immediately and without consideration surrender 
the Original
      to the Purchaser.

     

    
      	 	
              9.

            	
              Attached
                hereto is a true and correct copy of (i) the Note, endorsed in blank
                by
                the Mortgagee and (ii) the Mortgage or Deed of Trust (strike one)
                which

            


    

    secures
      the Note, which Mortgage or Deed of Trust is recorded in the county   where
      the
      property is located.

     

    10. Deponent
      hereby agrees that the Seller (a) shall indemnify and hold harmless the
      Purchaser, its successors and assigns, against any loss, liability or damage,
      including reasonable attorney's fees, resulting from the unavailability of
      any
      Notes, including but not limited to any loss, liability or damage arising from
      (i) any false statement contained in this Affidavit, (ii) any claim of any
      party
      that has already purchased a mortgage loan evidenced by the Lost Note or any
      interest in such mortgage loan, (iii) any claim of any borrower with respect
      to
      the existence of terms of a mortgage loan evidenced by the Lost Note on the
      related property to the fact that the mortgage loan is not evidenced by an
      original note and (iv) the issuance of a new instrument in lieu thereof (items
      (i) through (iv) above hereinafter referred to as the “Losses”) and (b) if
      required by any Rating Agency in connection with placing such Lost Note into
      a
      Pass-Through Transfer, shall obtain a surety from an insurer acceptable to
      the
      applicable Rating Agency to cover any Losses with respect to such Lost
      Note.

     

    11. This
      Affidavit is intended to be relied upon by the Purchaser, its successors and
      assigns. _____________________, a ______________ corporation represents and
      warrants that is has the authority to perform its obligations under this
      Affidavit of Lost Note.

     

    Executed
      this ____ day, of ___________ ______.

     

    SELLER

     

    By:__________________________

    Name:

    Title:

     

    On
      this
      _____ day of ________, _____, before me appeared _________________ to me
      personally known, who being duly sworn did say that he is the
      _____________________ of ____________________ a ______________ corporation
      and
      that said Affidavit of Lost Note was signed and sealed on behalf of such
      corporation and said acknowledged this instrument to be the free act and deed
      of
      said corporation.

     

    Signature:

     

    [Seal]

    


    


    
      
        
          
             

            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      J-1

     

    FORM
      CERTIFICATION TO BE PROVIDED BY THE MASTER SERVICER

    WITH
      FORM
      10-K

     

    Certification

     

    I,
      [identify the certifying individual], certify that:

     

    1. I
      have
      reviewed this annual report on Form 10-K, and all reports on Form 10-D required
      to be filed in respect of the period covered by this report on Form 10-K of
      [identify issuing entity] (i.e., the name of the specific deal to which this
      certification relates rather than just the name of the Depositor)] (the
“Exchange Act periodic reports”);

     

    2. Based
      on
      my knowledge, the Exchange Act periodic reports, taken as a whole, do not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading with respect to the period covered
      by
      this report;

     

    3. Based
      on
      my knowledge, all of the distribution, servicing and other information required
      to be provided under Form 10-D for the period covered by this report is included
      in the Exchange Act periodic reports;

     

    4.
       I
      am
      responsible for reviewing the activities performed by the servicer and based
      on
      my knowledge and the compliance review conducted in preparing the servicer
      compliance statement required in this report under Item 1123 of Regulation
      AB,
      and except as disclosed in the Exchange Act periodic reports, the servicer
      has
      fulfilled its obligations under the servicing agreement; and

     

    5. All
      of
      the reports on assessment of compliance with servicing criteria for asset-backed
      securities and their related attestation reports on assessment of compliance
      with servicing criteria for asset-backed securities required to be included
      in
      this report in accordance with Item 1122 of Regulation AB and Exchange Act
      Rules
      13a-18 and 15d-18 have been included as an exhibit to this report, except as
      otherwise disclosed in this report. Any material instances of noncompliance
      described in such reports have been disclosed in this report on Form
      10-K.

     

    In
      giving
      the certifications above, I have reasonably relied on information provided
      to me
      by the following unaffiliated parties: [_________________].

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    WELLS
      FARGO BANK, N.A.

     

    By:____________________________________

    Name:

    Title:

    Date:

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      J-2

     

    FORM
      OF
      CERTIFICATION TO BE PROVIDED TO MASTER SERVICER BY THE SERVICER

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045 

    


     

    
      	 	
              Re:

            	
              Pooling
                and Servicing Agreement, dated as of February 1, 2006, among Mortgage
                Asset Securitization Transactions, Inc., Wells Fargo Bank, N.A.,
                U.S. Bank
                National Association and Wells Fargo Bank, N.A (the
                “Agreement”)

            


    

    


     

    Wells
      Fargo Bank, N.A., as Servicer hereby certifies to the Master Servicer
      that:

     

    (A)  I
      have
      reviewed the servicer compliance statement of the Company provided in accordance
      with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
      assessment of the Company’s compliance with the servicing criteria set forth in
      Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
      with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
      (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
      Assessment”), the registered public accounting firm’s attestation report
      provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
      and
      Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing
      reports, officer’s certificates and other information relating to the servicing
      of the Mortgage Loans by the Company during 200[ ] that were delivered by the
      Company to the Depositor pursuant to the Agreement (collectively, the “Company
      Servicing Information”);

     

    (B)  Based
      on
      my knowledge, the Company Servicing Information, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Company Servicing Information;

     

    (C)  Based
      on
      my knowledge, all of the Company Servicing Information required to be provided
      by the Company under the Agreement has been provided to the
      Depositor;

     

    (D)  I
      am
      responsible for reviewing the activities performed by the Company as servicer
      under the Agreement, and based on my knowledge and the compliance review
      conducted in preparing the Compliance Statement and except as disclosed in
      the
      Compliance Statement, the Servicing Assessment or the Attestation Report, the
      Company has fulfilled its obligations under the Agreement in all material
      respects; and

     

    (E)  The
      Compliance Statement required to be delivered by the Company pursuant to this
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by the Company and by any Subservicer and Subcontractor pursuant to
      the
      Agreement, have been provided to the Depositor. Any material instances of
      noncompliance described in such reports have been disclosed to the Depositor.
      Any material instance of noncompliance with the Servicing Criteria has been
      disclosed in such reports.

     

    


    
      	 	
              Date:
                _________________________

            
	 	 
	 	 
	 	
              By: _______________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

    


    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      K

     

    [Reserved]

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    EXHIBIT
      L

     

    ANNUAL
      STATEMENT OF COMPLIANCE PURSUANT TO SECTION 3.20

     

    MASTR
      Asset Backed Securities Trust 2006-NC1

    MORTGAGE
      PASS THROUGH CERTIFICATES, SERIES 2006-NC1

     

    I,
      _____________________, hereby certify that I am a duly appointed
      __________________________ of [PARTY], and further certify as
      follows:

     

    1. This
      certification is being made pursuant to the terms of the Pooling and Servicing
      Agreement, dated as of February 1, 2006 (the “Agreement”), among Mortgage Asset
      Securitization Transactions, Inc., as depositor, the Master Servicer, as master
      servicer and trust administrator, Wells Fargo Bank, N.A., as servicer and U.S.
      Bank National Association, as trustee.

     

    2. The
      undersigned officer of the [PARTY] hereby certifies that (i) a review of the
      activities of the [PARTY] during the preceding calendar year and of its
      performance under the Agreement has been made under such officer’s supervision
      and (ii) to the best of such officer’s knowledge, based on such review, the
      [PARTY] has fulfilled all of its obligations under the Agreement in all material
      respects throughout such year, or, if there has been a failure to fulfill any
      such obligation in any material respect, specifying each such failure known
      to
      such officer and the nature and status of cure provisions thereof. 

     

    Capitalized
      terms not otherwise defined herein have the meanings set forth in the
      Agreements.

     

    Dated:
      _____________, 2006

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    IN
      WITNESS WHEREOF, the undersigned has executed this Certificate as of
      _____________.

     

    By:
      _____________________________

    Name:

    Title:

     

    I,
      _________________________, a (an) __________________ of the Servicer, hereby
      certify that _________________ is a duly elected, qualified, and acting
      _______________________ of the Servicer and that the signature appearing above
      is his/her genuine signature.

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Certificate as of
      ______________.

     

    By:
      ______________________________

    Name:

    Title:

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      M

     

    FORM
      OF
      INTEREST RATE SWAP AGREEMENT

     

    

      SWISS
        RE FINANCIAL PRODUCTS CORPORATION

      55
        East
        52nd
        Street

      New
        York,
        New York 10055

      Fax:
        (212) 317-5335/Phone: (212) 317-5161/5433

      


      24
        February 2006

      


      Wells
        Fargo Bank, National Association, not 
individually, but solely as trustee on
        behalf of the 
Supplemental Interest Trust formed in connection 
with the
        MASTR Asset
        Backed Securities 
Trust 2006-NC1 transaction

      


      Our
        Reference Number: 721016

      


      


      ________________________________________________________________________________

      


      Dear
        Sir/Madam

      


      The
        purpose of this letter agreement (this "Confirmation") is to confirm the
        terms
        and conditions of the Transaction entered into between us on the Trade Date
        specified below (the “Transaction"). This Confirmation constitutes a
        "Confirmation" as referred to in the Agreement specified below.

      


      In
        this
        Confirmation "Party A" means Swiss Re Financial Products Corporation and
        "Counterparty" means Wells Fargo Bank, National Association, not individually,
        but solely as trustee on behalf of the supplemental interest trust created
        pursuant to the Pooling and Servicing Agreement (the “Supplemental Interest
        Trust”).

      


      1. The
        definitions and provisions contained in the 2000 ISDA Definitions (as published
        by the International Swaps and Derivatives Association, Inc.) are incorporated
        into this Confirmation. In the event of any inconsistency between those
        definitions and provisions and this Confirmation, this Confirmation will
        govern.
        References herein to a "Transaction" shall be deemed to be references to
        a "Swap
        Transaction" for the purposes of the 2000 ISDA Definitions.

      


      
        	 	
                This
                  Confirmation supplements, forms part of, and is subject to, the
                  1992 ISDA
                  Master Agreement dated as of 24 February 2006 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. 

              


      

       

      
        	 	
                Party
                  A represents that it has entered into this Transaction in reliance
                  upon
                  such tax, accounting, regulatory, legal, and financial advice as
                  it deems
                  necessary and not upon any view expressed by the other, and Counterparty
                  represents that it has been directed to enter into this
                  Transaction.

              


      

      


      
        	
                2.

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

              


      

      


      Notional
        Amount: For
        each
        Calculation Period, the Notional Amount for such Calculation Period as set
        forth
        in Schedule A attached hereto.

      


      Trade
        Date: 21
        October 2005

      


      Effective
        Date: February
        24, 2006

       

      Termination
        Date:                                    (i)    
        November
        25, 2009, subject to no adjustment, with respect to Fixed Amounts.

      (ii)   November
        25, 2009, subject to adjustment with the Modified Following Business Day
        Convention, with respect to Floating Amounts.

      


      Fixed
        Amounts:

      


      Fixed
        Rate Payer: Counterparty 

       

      Fixed
        Rate Payer

      
        	 	 	
                Period
                  End Dates:

              	
                The
                  25th day of each month, commencing on March 25, 2006 and ending
                  on the
                  Termination Date, subject to No Adjustment.


              


      

      


      Fixed
        Rate Payer 

      
        	 	 	
                Payment
                  Dates:

              	
                Early
                  Payment shall be applicable. The Fixed Rate Payer Payment Date
                  shall be
                  two Business Days preceding each Fixed Rate Payer Period End Date
                  subject
                  to adjustment in accordance with the Modified Following Business
                  Day
                  Convention.

              


      

      


      Fixed
        Amount:                                         For
        each
        Fixed Rate Payer Payment Date, the Fixed Amount shall equal the product of
        (i)
        the Notional Amount for the related Calculation Period, (ii) Fixed Rate,
        (iii)
        250, and (iv) Fixed Rate Day Count Fraction.

      


      Fixed
        Rate

      Day
        Count
        Fraction:                              
30/360

      


      Floating
        Amounts:

      


      Floating
        Rate
        Payer:                               
Party
        A

      


       

      Floating
        Rate Payer

      
        	 	 	
                Period
                  End Dates:

              	
                The
                  25th day of each month, commencing on March 25, 2006 and ending
                  on the
                  Termination Date, subject to adjustment in accordance with the
                  Modified
                  Following Business Day Convention. 

              


      

      


      Floating
        Rate Payer 

      
        	 	 	
                Payment
                  Dates:

              	
                Early
                  Payment shall be applicable. The Floating Rate Payer Payment Date
                  shall be
                  two Business Days preceding each Floating Rate Payer Period End
                  Date
                  subject to adjustment in accordance with the Modified Following
                  Business
                  Day Convention.

              


      

      


      


      Floating
        Amounts:                                 
For
        each
        Floating Rate Payer Payment Date, the Floating Amount shall equal the product
        of
        (i) the Notional Amount for the related Calculation Period, (ii) Floating
        Rate
        Option for the related Calculation Period, (iii) 250, and (iv) Floating Rate
        Day
        Count Fraction.

      


      Floating
        Rate
        Option:                             
USD-LIBOR-BBA

      


      Designated
        Maturity:                             
1
        month

      


      Spread:                                                      
        none

      


      Floating
        Rate

      Day
        Count
        Fraction:                               
Actual/360

      


      
        	 	 	
                Reset
                  Dates:

              	
                The
                  first day of each Calculation
                  Period

              


      

      


      Compounding:                                         
        Inapplicable

      


      Calculation
        Agent:                                                 
Party
        A

      


      Business
        Days:                                                      
New
        York


       

      Account
        Details:

      


      Payments
        to Party
        A:                           
As
        advised separately in writing

      


      Payments
        to
        Counterparty:                 
Wells
        Fargo Bank, N.A.

      San
        Francisco, CA

      ABA:
        121-000-248

      Acct:
        3970771416

      Acct
        Name: SAS Clearing

      FFC:
        Acct
        # 50895202

       Swap
        Account

      


      


      


       


      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A to
        the
        Confirmation dated as of February 24, 2006 

      Re:
        Reference Number 721016

      


      Between
        Swiss Re Financial Products Corporation and Wells Fargo Bank, National
        Association, not individually, but solely as trustee on behalf of the
        Supplemental Interest Trust.

      


      Amortization
        Schedule, Floating
        Rate Payer Period End Dates shall be subject to adjustment in accordance
        with
        the Modified Following Business Day Convention, however, Fixed Rate Payer
        Period
        End Dates will use No Adjustment.

       

      
        	
                From
                  and including:

              	
                To
                  but excluding:

              	
                Notional
                  Amount (USD):

              	
                 

                Fixed
                  Rate

              
	
                Effective
                  Date

              	
                3/25/2006

              	
                $3,660,672
                  

              	
                4.672%

              
	
                3/25/2006

              	
                4/25/2006

              	
                $3,611,416
                  

              	
                4.672%

              
	
                4/25/2006

              	
                5/25/2006

              	
                $3,550,244
                  

              	
                4.672%

              
	
                5/25/2006

              	
                6/25/2006

              	
                $3,477,188
                  

              	
                4.672%

              
	
                6/25/2006

              	
                7/25/2006

              	
                $3,392,476
                  

              	
                4.672%

              
	
                7/25/2006

              	
                8/25/2006

              	
                $3,296,368
                  

              	
                4.672%

              
	
                8/25/2006

              	
                9/25/2006

              	
                $3,189,328
                  

              	
                4.672%

              
	
                9/25/2006

              	
                10/25/2006

              	
                $3,071,852
                  

              	
                4.672%

              
	
                10/25/2006

              	
                11/25/2006

              	
                $2,944,648
                  

              	
                4.672%

              
	
                11/25/2006

              	
                12/25/2006

              	
                $2,808,484
                  

              	
                4.672%

              
	
                12/25/2006

              	
                1/25/2007

              	
                $2,678,692
                  

              	
                4.672%

              
	
                1/25/2007

              	
                2/25/2007

              	
                $2,554,976
                  

              	
                4.672%

              
	
                2/25/2007

              	
                3/25/2007

              	
                $2,437,048
                  

              	
                4.672%

              
	
                3/25/2007

              	
                4/25/2007

              	
                $2,324,632
                  

              	
                4.672%

              
	
                4/25/2007

              	
                5/25/2007

              	
                $2,217,468
                  

              	
                4.672%

              
	
                5/25/2007

              	
                6/25/2007

              	
                $2,115,308
                  

              	
                4.672%

              
	
                6/25/2007

              	
                7/25/2007

              	
                $2,017,920
                  

              	
                4.672%

              
	
                7/25/2007

              	
                8/25/2007

              	
                $1,925,072
                  

              	
                4.672%

              
	
                8/25/2007

              	
                9/25/2007

              	
                $1,836,552
                  

              	
                4.672%

              
	
                9/25/2007

              	
                10/25/2007

              	
                $1,752,096
                  

              	
                4.672%

              
	
                10/25/2007

              	
                11/25/2007

              	
                $1,590,492
                  

              	
                4.672%

              
	
                11/25/2007

              	
                12/25/2007

              	
                $1,445,508
                  

              	
                4.672%

              
	
                12/25/2007

              	
                1/25/2008

              	
                $1,315,472
                  

              	
                4.672%

              
	
                1/25/2008

              	
                2/25/2008

              	
                $1,198,664
                  

              	
                4.672%

              
	
                2/25/2008

              	
                3/25/2008

              	
                $1,093,700
                  

              	
                4.672%

              
	
                3/25/2008

              	
                4/25/2008

              	
                $1,036,024
                  

              	
                4.672%

              
	
                4/25/2008

              	
                5/25/2008

              	
                $981,536
                  

              	
                4.672%

              
	
                5/25/2008

              	
                6/25/2008

              	
                $930,048
                  

              	
                4.672%

              
	
                6/25/2008

              	
                7/25/2008

              	
                $881,444
                  

              	
                4.672%

              
	
                7/25/2008

              	
                8/25/2008

              	
                $835,508
                  

              	
                4.672%

              
	
                8/25/2008

              	
                9/25/2008

              	
                $792,080
                  

              	
                4.672%

              
	
                9/25/2008

              	
                10/25/2008

              	
                $751,024
                  

              	
                4.672%

              
	
                10/25/2008

              	
                11/25/2008

              	
                $712,204
                  

              	
                4.672%

              
	
                11/25/2008

              	
                12/25/2008

              	
                $675,492
                  

              	
                4.672%

              
	
                12/25/2008

              	
                1/25/2009

              	
                $304,260
                  

              	
                4.672%

              
	
                1/25/2009

              	
                2/25/2009

              	
                $291,780
                  

              	
                4.672%

              
	
                2/25/2009

              	
                3/25/2009

              	
                $279,840
                  

              	
                4.672%

              
	
                3/25/2009

              	
                4/25/2009

              	
                $268,420
                  

              	
                4.672%

              
	
                4/25/2009

              	
                5/25/2009

              	
                $257,488
                  

              	
                4.672%

              
	
                5/25/2009

              	
                6/25/2009

              	
                $247,028
                  

              	
                4.672%

              
	
                6/25/2009

              	
                7/25/2009

              	
                $237,020
                  

              	
                4.672%

              
	
                7/25/2009

              	
                8/25/2009

              	
                $227,440
                  

              	
                4.672%

              
	
                8/25/2009

              	
                9/25/2009

              	
                $218,268
                  

              	
                4.672%

              
	
                9/25/2009

              	
                10/25/2009

              	
                $209,484
                  

              	
                4.820%

              
	
                10/25/2009

              	
                Termination
                  Date

              	
                $201,072
                  

              	
                4.820%

              


      


      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Please
        confirm that the foregoing correctly sets forth the terms of our agreement
        by
        executing the copy of this Confirmation enclosed for that purpose and returning
        it to us.

      


      
        	
                Swiss
                  Re Financial Products Corporation

              	 	
                Accepted
                  and confirmed as of the date first written:

                 

                Wells
                  Fargo Bank, National Association, not individually, but solely
                  as trustee
                  on behalf of the Supplemental Interest Trust formed
                  in connection with the MASTR Asset Backed Securities Trust 2006-NC1
                  transaction

              
	
                By:

              	 	 	
                By:

              	 
	
                Name

              	 	 	
                Name:

              	 
	
                Title:

              	 	 	
                Title:

              	 


      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

        (Multicurrency
          - Cross Border)

         

        ISDA®

         

        International
          Swaps and Derivatives Association, Inc.

         

        MASTER
          AGREEMENT

         

        dated
          as
          of February 24, 2006 

         

        and

         

        
          	
                  SWISS
                    RE FINANCIAL PRODUCTS CORPORATION

                	
                  WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY
                    AS TRUSTEE
                    ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST FORMED IN CONNECTION
                    WITH THE
                    MASTR 2006-NC1 TRANSACTION

                
	
                  ("Party
                    A")

                	
                  ("Party
                    B")

                


        

         

        have
          entered and/or anticipate entering into one or more transactions (each
          a
          "Transaction") that are or will be governed by this Master Agreement, which
          includes the schedule (the "Schedule"), and the documents and other confirming
          evidence (each a "Confirmation") exchanged between the parties confirming
          those
          Transactions.

         

        Accordingly,
          the parties agree as follows: -

         

        
          	
                  1.

                	
                  Interpretation

                


        

         

        (a) Definitions.
          The
          terms
          defined in Section 14 and in the Schedule will have the meanings therein
          specified for the purpose of this Master Agreement.

         

        (b) Inconsistency.
          In
          the
          event of any inconsistency between the provisions of the Schedule and the
          other
          provisions of this Master Agreement, the Schedule will prevail. In the
          event of
          any inconsistency between the provisions of any Confirmation and this Master
          Agreement (including the Schedule), such Confirmation will prevail for
          the
          purpose of the relevant Transaction.

         

        (c) Single
          Agreement.
          All
          Transactions are entered into in reliance on the fact that this Master
          Agreement
          and all Confirmations form a single agreement between the parties (collectively
          referred to as this "Agreement'), and the parties would not otherwise enter
          into
          any Transactions.

         

        
          	
                  2.

                	
                  Obligations

                


        

         

        (a) General
          Conditions.

         

        (i) Each
          party will make each payment or delivery specified in each Confirmation
          to be
          made by it, subject to the other provisions of this Agreement.

         

        (ii) Payments
          under this Agreement will be made on the due date for value on that date
          in the
          place of the account specified in the relevant Confirmation or otherwise
          pursuant to this Agreement, in freely transferable funds and in the manner
          customary for payments in the required currency. Where settlement is by
          delivery
          (that is, other than by payment), such delivery will be made for receipt
          on the
          due date in the manner customary for the relevant obligation unless otherwise
          specified in the relevant Confirmation or elsewhere in this
          Agreement.

         

        (iii) Each
          obligation of each party under Section 2(a)(i) is subject to (1) the condition
          precedent that no Event of Default or Potential Event of Default with respect
          to
          the other party has occurred and is continuing, (2) the condition precedent
          that
          no Early Termination Date in respect of the relevant Transaction has occurred
          or
          been effectively designated and (3) each other applicable condition precedent
          specified in this Agreement.

         

        value
          of
          that which was (or would have been) required to be delivered as of the
          originally scheduled date for delivery, in each case together with (to
          the
          extent permitted under applicable law) interest, in the currency of such
          amounts, from (and including) the date such amounts or obligations were
          or would
          have been required to have been paid or performed to (but excluding) such
          Early
          Termination Date, at the Applicable Rate. Such amounts of interest will
          be
          calculated on the basis of daily compounding and the actual number of days
          elapsed. The fair market value of any obligation referred to in clause
          (b) above
          shall be reasonably determined by the party obliged to make the determination
          under Section 6(e) or, if each party is so obliged, it shall be the average
          of
          the Termination Currency Equivalents of the fair market values reasonably
          determined by both parties.

         

        IN
          WITNESS WHEREOF the parties have executed this document on the respective
          dates
          specified below with effect from the date specified on the first page of
          this
          document.

         

        


         

        
          	
                  SWISS
                    RE FINANCIAL PRODUCTS CORPORATION

                	
                  WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY
                    AS TRUSTEE
                    ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST FORMED IN CONNECTION
                    WITH THE
                    MASTR 2006-NC1 TRANSACTION

                
	 	 
	 	 
	 	 
	 	 
	
                  By:
                    __________________________________________

                	
                  By:
                    __________________________________________

                
	
                  Name:

                  Title:

                  Date:

                	
                  Name:

                  Title:

                  Date:

                


        

        


        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

       

      

        


        


        ISDAâ

        International
          Swaps and Derivatives Association, Inc.

        


        


        


        SCHEDULE

        to
          the

        Master
          Agreement

        


        dated
          as
          of February 24, 2006, 

        


        between
          SWISS
          RE FINANCIAL PRODUCTS CORPORATION ("SRFP")
          and
Wells
          Fargo Bank, National Association, not individually, but solely as trustee
          on
          behalf of the Supplemental Interest Trust ("Counterparty") formed
          in connection with the MASTR Asset Backed Securities Trust 2006-NC1 transaction
          

        


        Part
          1. Termination Provisions

        


        (a)      
          "Specified
          Entity"
          means in
          relation to SRFP for the purpose of:

        


           
          Section 5(a)(v), None,

           
          Section 5(a)(vi), None,

           
          Section 5(a)(vii), None,

           
          Section 5(b)(iv), None,

        


        and
          in
          relation to Counterparty for the purpose of:

        


           
          Section 5(a)(v), None,

           
          Section 5(a)(vi), None,

           
          Section 5(a)(vii), None,

           
          Section 5(b)(iv), None.

        


        (b)  “Specified
          Transaction”
          will,
          with respect to SRFP, have the meaning specified in Section 14. With respect
          to
          Counterparty, “Specified Transaction” will not be applicable.

         

        (c)  The
          “Breach
          of Agreement”
          provisions of Section 5(a)(ii) of the Agreement will be inapplicable to
          SRFP and
          Counterparty.

         

        (d)  
          The
“Credit
          Support Default”
          provisions of Section 5(a)(iii) of the Agreement will be inapplicable to
          SRFP
          and Counterparty.

         

        (e)  
          The
“Misrepresentation”
          provisions
          of Section 5(a)(iv) of the Agreement will be inapplicable to SRFP and
          Counterparty.

         

        (f)  
          The
“Default
          Under Specified Transaction”
          provisions of Section 5(a)(v) of the Agreement will be inapplicable to
          SRFP and
          Counterparty.

         

        (g)  
          The
“Bankruptcy”
          provision of Section 5(a)(vii)(2) of the Agreement will be inapplicable
          to
          Counterparty.

        


        (h)       
          The
          "Cross
          Default"
          provisions of Section 5(a)(vi) of this Agreement will be inapplicable to
          SRFP
          and Counterparty.

        


        (i)       
          The
          "Credit
          Event Upon Merger"
          provisions of Section 5(b)(iv) of this Agreement will be inapplicable to
          SRFP
          and Counterparty.

        


        (j)       
          The "Automatic
          Early Termination"
          provisions of Section 6(a) of this Agreement will be inapplicable to SRFP
          and
          Counterparty.

        


        (k)       
          Payments
          on Early Termination.
          For the
          purpose of Section 6(e) of this Agreement:

        


        (i)  Market
          Quotation will apply.

        (ii)  The
          Second Method will apply.

        


        (l)       
          "Termination
          Currency"
          means
          U.S. Dollars.

        


        (m)      
          Additional
          Termination Event will
          apply. An Additional Termination Event will occur upon the occurrence of
          any of
          the following events:

        


        
          	 	
                  (i)

                	
                  If
                    a Rating
                    Agency Trigger Event (as
                    defined herein) has occurred and SRFP has not complied with Part
                    5,
                    paragraph (10), an Additional Termination Event shall have occurred
                    with
                    respect to SRFP and SRFP shall be the sole Affected Party with
                    respect to
                    such Additional Termination Event;

                


        

        


        
          	 	
                  (ii)

                	
                  The
                    Trust Fund is terminated pursuant to the Pooling and Servicing
                    Agreement
                    (other than in accordance with clause (iii) below) and Counterparty
                    shall
                    be the sole Affected Party with respect to such Additional Termination
                    Event.

                


        

        


        (iii)
          If,
          at any time, the Terminator purchases the Mortgage Loans pursuant to Section
          9.01 of the Pooling and Servicing Agreement, an Additional Termination
          Event
          shall have occurred with respect to Counterparty and each of SRFP and
          Counterparty shall be an Affected Party with respect to such Additional
          Termination Event; provided, however, that notwithstanding Section 6(b)(iv)
          of
          the Agreement, only Counterparty shall have the right to designate an Early
          Termination Date in respect of this Additional Termination Event.

        


        (iv)
          The
          Pooling and Servicing Agreement is amended or modified without the prior
          written
          consent of SRFP, where such consent is required under the terms of the
          Pooling
          and Servicing Agreement and Counterparty shall be the sole Affected Party
          with
          respect to such Additional Termination Event.

        


        
          	 	
                  (v)

                	
                  If,
                    upon the occurrence of a Swap Disclosure Event (as defined in
                    Part 5(12)
                    below) SRFP has not, within 10 days after such Swap Disclosure
                    Event
                    complied with any of the provisions set forth in Part 5(s) below,
                    then an
                    Additional Termination Event shall have occurred with respect
                    to SRFP and
                    SRFP shall be the sole Affected Party with respect to such Additional
                    Termination Event.

                


        

        


        Part
          2. Tax Representations

        


        (a) Payer
          Tax Representation.
          For the
          purpose of Section 3(e) of this Agreement, SRFP and Counterparty will make
          the
          following representation:

        


        It
          is not
          required by any applicable law, as modified by the practice of any relevant
          governmental revenue authority, of any Relevant Jurisdiction to make any
          deduction or withholding for or on account of any Tax from any payment
          (other
          than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
          be made
          by it to the other party under this Agreement. In making this representation,
          it
          may rely on (i) the accuracy of any representation made by the other party
          pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the
          agreement of the other party contained in Section 4(a)(i) or 4(a)(iii)
          of this
          Agreement, and the accuracy and effectiveness of any document provided
          by the
          other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement
          and (iii)
          the satisfaction of the agreement of the other party contained in Section
          4(d)
          of this Agreement; provided
          that it
          shall not be a breach of this representation where reliance is placed on
          clause
          (ii) and the other party does not deliver a form or document under Section
          4(a)(iii) of this Agreement by reason of material prejudice to its legal
          or
          commercial position.

        


        (b) Payee
          Tax Representations.
          For the
          purpose of Section 3(f) of this Agreement, SRFP and Counterparty make the
          representations specified below, if any: 

        


        (i)
          SRFP
          represents that it is a corporation organized under the laws of the state
          of
          Delaware, and  

        (ii)
          Counterparty represents that it is the trustee of the Supplemental Interest
          Trust and a national banking association organized under the laws of the
          United
          States.

        


        Part
          3. Agreement to Deliver Documents

        


        For
          the
          purpose of Section 4(a)(i) and (ii) of this Agreement, each party agrees
          to
          deliver the following documents, as applicable:

        


        
          	
                   

                  Party
                    required

                  to
                    deliver
                    document

                	
                   

                   

                   

                  Form/Document/Certificate

                	
                   

                   

                  Date
                    by which

                  to
                    be delivered

                	
                   

                  Covered
                    by Section 3(d) Representation

                
	
                   

                  (a)
                    Tax
                    forms

                   

                
	
                   

                  Counterparty

                	
                   

                  IRS
                    Form W-9 (or any successors thereto); each completed in a manner
                    reasonably satisfactory to SRFP.

                	
                   

                  (i)
                    Before the first scheduled payment; (ii) promptly upon reasonable
                    demand
                    by SRFP; and (iii) promptly upon learning that any Form W-9 (or
                    any
                    successor thereto) previously provided by Counterparty has become
                    obsolete
                    or incorrect.

                	
                   

                  N/A

                
	
                   

                  SRFP

                	
                   

                  IRS
                    Form W-9 (or any successors thereto); each completed in a manner
                    reasonably satisfactory to Counterparty.

                	
                   

                  (i)
                    Before the first scheduled payment; (ii) promptly upon reasonable
                    demand
                    by Counterparty; and (iii) promptly upon learning that any Form
                    previously
                    provided by SRFP has become obsolete or incorrect.

                	
                   

                  N/A

                
	
                   

                  (b) Other
                    documents

                   

                
	
                   

                  SRFP

                	
                   

                  A
                    copy of the financial statements of the Credit Support Provider
                    containing
                    the consolidated financial statements certified by independent
                    certified
                    public accountants and prepared in accordance with accounting
                    principles
                    that are generally accepted in the United States of
                    America.

                	
                   

                  As
                    soon as practicable after execution of this Agreement and thereafter
                    on
                    request.

                	
                   

                  No

                
	
                   

                  SRFP

                	
                   

                  Evidence
                    of (i) the authority of SRFP and its Credit Support Provider,
                    as
                    applicable, to enter into this Agreement and supplemental Confirmations
                    and the Credit Support Document specified in Part 4, Section
                    (f) of this
                    Schedule, as the case may be, and
                    (ii) the authority and signature specimens of persons authorised
                    to sign
                    on behalf of SRFP and its Credit Support Provider, as applicable,
                    reasonably satisfactory to the other party.

                	
                   

                  As
                    soon as practicable after execution of this Agreement

                  or
                    execution of a Confirmation of a Transaction, as applicable
                    

                	
                   

                  Yes
                    

                
	
                   

                  Counterparty
                    

                	
                   

                  Evidence
                    of (i) the authority of Counterparty to enter into this Agreement
                    and
                    supplemental Confirmations and (ii) the authority and signature
                    specimens
                    of persons authorised to sign on behalf of Counterparty reasonably
                    satisfactory to the other party.

                	
                   

                  Upon
                    execution of this Agreement. 

                	
                   

                  Yes

                
	
                   

                  SRFP
                    

                	
                   

                  A
                    duly executed copy of the Credit Support Document specified in
                    Part 4,
                    Section (f) of this Schedule to be delivered by SRFP.

                	
                   

                  As
                    soon as practicable after execution of this Agreement.

                	
                   

                  No

                
	
                   

                  SRFP 

                   

                	
                   

                  An
                    opinion of SRFP’s counsel addressed to Counterparty in form and substance
                    reasonably acceptable to Counterparty.

                	
                   

                  Closing
                    Date.

                	
                   

                  Yes

                
	
                   

                  Counterparty 

                   

                	
                   

                  An
                    opinion of Counterparty’s counsel addressed to SRFP in form and substance
                    reasonably acceptable to SRFP.

                	
                   

                  Closing
                    Date.

                	
                   

                  Yes

                
	
                  Counterparty

                	
                  The
                    Pooling and Servicing Agreement

                	
                  As
                    soon as practicable following the filing of the Pooling and Servicing
                    Agreement with the Securities and Exchange Commission.

                	
                  Yes

                


        

        


        Part
          4. Miscellaneous

        


        (a)
          Addresses
          for Notices.
          For the
          purpose of Section 12(a) of this Agreement:

        


        Address
          for notices or communications to SRFP:

        


        
          	(1)  	
                  Address
                    for notices or communications to SRFP (other than by facsimile)
                    :

                


        

        


        Address: 55
          East
          52nd
          Street  Attention: (1)
          Head
          of Operations;

         
          New York, New
          York                             
(2)
          Legal
          Department

         
          10055

        


        
          	(2)  	
                  For
                    the purpose of facsimile notices or communications under this
                    Agreement
                    (other than a notice or communication under Section 5 or
                    6):

                


        

        


        Facsimile
          No.: (212)
          317-5335

        Attention  Legal
          Department

        


        Telephone
          number for oral confirmation of receipt of facsimile in legible form: (212)
          317-5161

        


        


        Address
          for notices or communications to Counterparty: 

        


        Wells
          Fargo Bank, N.A.

        9062
          Old
          Annapolis Road

        Columbia,
          Maryland 21045

        Attn:
          Client Manager - MABS 2006-NC1

        Tel:
          410-884-2000

        Fax:
          410-715-2380

        


        (b) Process
          Agent.
          For the
          purpose of Section 13(c) of this Agreement,

        


        SRFP
          appoints as its Process Agent: None. 

        


        Counterparty
          appoints as its Process Agent: None.

        


        (c) Offices.
          With
          respect to SRFP, the provisions of Section 10(a) will apply to this
          Agreement.

        


        (d) Multibranch
          Party.
          For the
          purpose of Section 10(c) of this Agreement:

        


        SRFP
          is
          not a Multibranch Party; and

        


        Counterparty
          is not a Multibranch Party. 

        


        (e) Calculation
          Agent.
          The
          Calculation Agent shall be SRFP.

        


        (f) Credit
          Support Document.
          Details
          of any Credit Support Document:

        


        
          	 	
                  (i)

                	
                  in
                    the case of SRFP, Guaranty of Swiss Re dated as of the date hereof,
                    in the
                    form annexed hereto as Exhibit A.

                


        

        


        
          	 	
                  (ii)

                	
                  in
                    the case of Counterparty, the Pooling and Servicing
                    Agreement.

                


        

        


        (g) Credit
          Support Provider.
          "Credit
          Support Provider"
          shall
          mean, in respect of SRFP, Swiss Re, and, in respect of Counterparty,
          None.

        


        (h) Governing
          Law.
          This
          Agreement will be governed by and construed in accordance with the laws
          of the
          State of New York without reference to choice of law doctrine, other than
          New
          York General Obligations Law Sections 5-1401 and 5-1402. 

        


        (i) Netting
          of Payments.
          Subparagraph (ii) of Section 2(c) of this Agreement will apply, unless
          otherwise
          stated in any Confirmation for a Transaction.

        


        (j) "Affiliate",
          with
          respect to SRFP, shall have the meaning specified in Section 14 of this
          Agreement, and with respect to Counterparty shall mean: None.

        


        (k) Jurisdiction.
          Section
          13(b) of this Agreement is hereby amended by: (i) deleting in the second
          line of
          subparagraph (i) thereof the word "non-": and (ii) deleting the final paragraph
          thereof.

        


        Part
          5. Other Provisions

        


         

        
          	1.  	
                  Definitions

                


        

         

        This
          Agreement, including each Confirmation and each Swap Transaction, is subject
          to
          the 2000 ISDA Definitions, as amended, supplemented, updated, and superseded
          from time to time (the "Definitions"), as published by the International
          Swaps
          and Derivatives Association, Inc. ("ISDA") and will be governed in all
          respects
          by the Definitions (except that references to "Swap Transactions" shall
          be
          deemed to be references to "Transactions"). The Definitions are incorporated
          by
          reference in, and made part of, this Agreement and each Confirmation as
          if set
          forth in full in this Agreement and such Confirmations. In the event of
          any
          inconsistency between the provisions of this Agreement and the Definitions,
          this
          Agreement will prevail (and, in the event of any inconsistency between
          any
          Confirmation and the Definitions, the Confirmation will control). Any reference
          in a Confirmation to any Definitions which are amended or supplemented
          in this
          Schedule shall be deemed to be a reference to such Definitions as so amended
          or
          supplemented, unless the Confirmation states, by specific reference to
          any such
          amendment or supplement, that such amendment or supplement will not apply
          in
          respect of the Transaction to which such Confirmation relates. Any capitalized
          terms used but not otherwise defined in this Agreement shall have the meanings
          assigned to them (or incorporated by reference) in the Pooling and Servicing
          Agreement (the “Pooling and Servicing Agreement”), dated as of February 1, 2006,
          among Mortgage Asset Securitization Transactions, Inc., as Depositor, Wells
          Fargo Bank, N.A., as Master Servicer and Trust Administrator, and U.S.
          Bank
          National Association, as Trustee (the “Trustee”).

         

        
          	2.  	
                  Set-Off

                


        

        


        Notwithstanding
          any provision of this Agreement or any other existing or future agreement,
          each
          party irrevocably waives any and all rights it may have to set off, net,
          recoup
          or otherwise withhold or suspend or condition payment or performance of
          any
          obligation between it and the other party hereunder against any obligation
          between it and the other party under any other agreements. The provisions
          for
          Set-off set forth in Section 6(e) of the Agreement shall not apply for
          purposes
          of this Transaction.

        


         

        
          	3.  	
                  Consent
                    to Recording

                


        

        


        Each
          party (a) consents to the recording of the telephone conversations of trading
          and marketing personnel of the parties in connection with this Agreement
          or any
          potential Transaction between the parties and (b) agrees to obtain any
          necessary
          consent of, and give notice of such recording to, its personnel.

        


         

        
          	4.  	
                  Additional
                    Representations and Agreements 

                


        

        


        Each
          party represents to the other party (which representations shall be deemed
          repeated by each party on each date on which a Transaction is entered into
          and
          shall be representations for all purposes of this Agreement including,
          without
          limitation, Sections 3, 4, and 5(a)(iv) hereof):

        


        
          	 	
                  (i)
                    

                	
                  No
                    Agency.
                    It is entering into this Agreement and each Transaction as principal
                    and
                    not as agent of any person nor in any other capacity, fiduciary
                    or
                    otherwise;

                


        

        


        (ii) (a) Non-Reliance.
          In
          the
          case of SFRP, it is acting for its own account and in the case of the
          Counterparty, it is acting as trustee on behalf of the Supplemental Interest
          Trust. In the case of SFRP, it has made its own independent decisions to
          enter
          into that Transaction and as to whether that Transaction is appropriate
          or
          proper for it based upon its own judgment and upon advice from such advisors
          as
          it has deemed necessary and in the case of the Counterparty, it has entered
          into
          this Transaction pursuant to the terms of the Pooling and Servicing Agreement
          and at the direction of the Issuer. It is not relying on any communication
          (written or oral) of the other party as investment advice or as a recommendation
          to enter into that Transaction; it being understood that information and
          explanations related to the terms and conditions of a Transaction shall
          not be
          considered investment advice or a recommendation to enter into that Transaction.
          No communication (written or oral) received from the other party shall
          be deemed
          to be an assurance or guarantee as to the expected results of that
          Transaction;

        


        (b)  Assessment
          and Understanding. It
          is
          capable of evaluating and understanding (on its own behalf or through
          independent professional advice), and understands and accepts, the terms,
          conditions and risks of this Agreement and each Transaction hereunder.
          It is
          also capable of assuming, and assumes, all financial and other risks of
          this
          Agreement and each Transaction hereunder, and

        


        (c) Status
          of Parties. The
          other
          party is not acting as a fiduciary for or an adviser to it in respect of
          that
          Transaction;

        


        (iii) Eligible
          Contract Participant.
          It is an
          "eligible contract participant" as defined in Section 1a(12) of the Commodity
          Exchange Act, as amended.

        


         

        
          	5.  	
                  Waiver
                    of Jury
                    Trial

                


        

        


        Each
          party hereby irrevocably waives its right to jury trial with respect to
          any
          obligation arising under, or in connection with, this Agreement.

        


         

        
          	6.  	
                  Severability

                


        

         

        Any
          provision of this Agreement which is prohibited or unenforceable in any
          jurisdiction in respect of any Transaction shall, as to such Transaction,
          be
          ineffective to the extent of such prohibition or unenforceability but without
          invalidating the remaining provisions of this Agreement or affecting the
          validity or enforceability of such provision in any other jurisdiction
          or in
          respect of any other Transaction, unless such severance shall substantially
          impair the benefits of the remaining portions of this Agreement to, or
          changes
          the reciprocal obligations of, either of the parties. The parties hereto
          shall
          endeavor in good faith negotiations to replace the prohibited or unenforceable
          provision with a valid provision the economic effect of which comes as
          close as
          possible to that of the prohibited or unenforceable provision.

        


         

        
          	7.  	
                  Non-Recourse;
                    Priority of Payments 

                


        

         

        Notwithstanding
          any provision herein or in the Agreement to the contrary, the obligations
          of
          Counterparty hereunder are limited recourse obligations of Counterparty,
          payable
          solely from the Swap Account and the proceeds thereof, in accordance with
          the
          terms of the Pooling and Servicing Agreement. In the event that the Swap
          Account
          and proceeds thereof should be insufficient to satisfy all claims outstanding
          and following the realization of the Swap Account and the proceeds thereof,
          any
          claims against or obligations of Counterparty under the Agreement or any
          other
          confirmation thereunder still outstanding shall be extinguished and thereafter
          not revive. Wells Fargo Bank, N.A. shall not have liability for any failure
          or
          delay in making a payment hereunder to SRFP due to any failure or delay
          in
          receiving the amount in the Swap Account.

         

        SRFP
          hereby agrees that, notwithstanding any provision of this agreement to
          the
          contrary, Counterparty’s obligations to pay any amounts owing under this
          Agreement shall be subject to Section 4.01 of the Pooling and Servicing
          Agreement and SRFP’s right to receive payment of such amounts shall be subject
          to Section 4.01 of the Pooling and Servicing Agreement.

        


         

        
          	8.  	
                  Proceedings

                


        

        


        SRFP
          shall not institute against or cause any other person to institute against,
          or
          join any other person in instituting against, the Counterparty, any bankruptcy,
          reorganization, arrangement, insolvency or liquidation proceedings, or
          other
          proceedings under any federal or state bankruptcy, dissolution or similar
          law,
          for a period of one year and one day (or, if longer, any applicable preference
          period) following indefeasible payment in full of the Certificates.

        


         

        
          	9.  	
                  Transfer,
                    Amendment
                    and Assignment. 

                


        

         

        No
          transfer, amendment, waiver, supplement, assignment or other modification
          of
          this Agreement shall be permitted by either party unless each of Standard
&
Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”), Fitch Ratings
          (“Fitch”) and Moody’s Investors Service, Inc. (“Moody’s”) have been provided
          prior notice of the same and each of S&P, Fitch and Moody’s confirm in
          writing (including by facsimile transmission) that they will not downgrade,
          qualify, withdraw or otherwise modify their then-current rating of the
          Certificates.

         

        
          	10.  	
                  Downgrade

                


        

         

        If
          a
          Rating Agency Trigger Event occurs, then, within 30 days after the occurrence
          of
          such Rating Agency Trigger Event (unless, within such 30 days SRFP shall
          obtain
          written acknowledgment from each Rating Agency then providing a rating
          for the
          Certificates that the then-current ratings of the Certificates will not
          be
          downgraded, withdrawn or put on watch for downgrade notwithstanding the
          Rating
          Agency Trigger Event), SRFP shall, at its own expense and subject to the
          Rating
          Agency Condition, either (i) cause another entity that meets or exceeds
          the
          Approved Rating Thresholds to replace SRFP as party to this Agreement on
          terms
          substantially similar to this Agreement, (ii) obtain a guaranty of, or
          a
          contingent agreement of, another person with the Approved Rating Thresholds,
          to
          honor SRFP’s obligations under this Agreement or (iii) post collateral according
          to the terms of an ISDA 1994 New York Law Credit Support Annex.

         

         

        If
          a
          Rating Agency Replacement Event occurs, then, within 10 days after the
          occurrence of such Rating Agency Replacement Event, SRFP shall, at its
          own
          expense and subject to the Rating Agency Condition, cause another entity
          that
          meets or exceeds the Approved Rating Thresholds to replace SRFP as party
          to this
          Agreement on terms substantially similar to this Agreement.

         

         

        A
          “Rating
          Agency Trigger Event”
          shall
          occur if (i) for so long as the Certificates are rated by S&P, the
          short-term unsecured and unsubordinated debt rating of SRFP and its Credit
          Support Provider is downgraded below, “A-1” by S&P or (ii) for so long as
          the Certificates are rated by Moody’s, the short-term unsecured and
          unsubordinated debt rating of SRFP and its Credit Support Provider is withdrawn
          or downgraded below “P-1” by Moody’s (or, if SRFP or its Credit Support Provider
          do not have a short-term unsecured and unsubordinated debt rating by Moody’s,
          the long-term
          senior
          unsecured debt
          rating
          of such entity is withdrawn or downgraded below “Aa3” by Moody’s). The lowest
          ratings which will not result in a Rating Agency Trigger Event shall constitute
          the “Approved Ratings Thresholds.”

         

         

        A
          “Rating
          Agency Replacement Event”
          shall
          occur if the long-term senior
          unsecured debt rating
          of
          SRFP is withdrawn or downgraded below “BBB-” by S&P or any successor Rating
          Agency. 

         

         

        “Rating
          Agency Condition”
          means,
          with respect to any particular proposed act or omission to act hereunder,
          that
          the party acting or failing to act has consulted with each of the Rating
          Agencies then providing a rating of the Certificates and received a written
          confirmation that the proposed action or inaction would not cause a downgrade
          or
          withdrawal of the then-current rating of the Certificates.

         

         

        
          	11.  	
                  Limitation
                    of Liability 

                


        

         

        It
          is
          expressly understood and agreed by the parties hereto that (a) this Agreement
          is
          executed and delivered by Wells Fargo Bank, National Association (“Wells
          Fargo”), not in its individual capacity or personally, but solely as trustee
          for
          the Supplemental Interest Trust, in the exercise of the powers and authority
          conferred and vested in it under the Pooling and Servicing Agreement (b)
          the
          representations, undertakings and agreements herein made on the part of
          the
          Counterparty are made and intended not as personal representations, undertakings
          and agreements by Wells Fargo but are made and intended for the purpose
          of
          binding only the assets of the Supplemental Interest Trust available therefore
          in accordance with the Pooling and Servicing Agreement, (c) nothing herein
          contained shall be construed as creating any liability on Wells Fargo,
          in its
          individual capacity or personally, to perform any covenant either expressed
          or
          implied contained herein, all such liability, if any, being expressly waived
          by
          the parties who are signatories to this Agreement and by any person claiming
          by,
          through or under such parties and (d) under no circumstances shall Wells
          Fargo
          be personally liable for the payment of any indebtedness or expenses of
          the
          Counterparty (including, but not limited to the Fixed Rate Payment) or
          be liable
          for the breach or failure of any obligation, representation, warranty or
          covenant made or undertaken by the Counterparty under this Agreement or
          any
          other related document, as to all of which recourse shall be had solely
          to the
          assets of the Supplemental Interest Trust in accordance with the provisions
          of
          the Pooling and Servicing Agreement.

         

               
          12.  Compliance
          with Regulation AB. 

         

        (i) SRFP
          agrees and acknowledges that Mortgage
          Asset Securitization Transactions, Inc.
          (“MAST”)
          is required under Regulation AB under the Securities Act of 1933, as amended,
          and the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
          (“Regulation AB”), to disclose certain financial information regarding SRFP or
          its group of affiliated entities, if applicable, depending on the aggregate
          “significant percentage” of this Agreement and any other derivative contracts
          between SRFP or its group of affiliated entities, if applicable, and
          Counterparty, as calculated from time to time in accordance with Item 1115
          of
          Regulation AB.

         

         

        (ii) It
          shall
          be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day
          after the date hereof, MAST requests from SRFP the applicable financial
          information described in Item 1115 of Regulation AB (such request to be
          based on
          a reasonable determination by MAST, in good faith, that such information
          is
          required under Regulation AB) (the “Swap Financial Disclosure”).

         

         

        (iii) Upon
          the
          occurrence of a Swap Disclosure Event, SRFP, at its own expense, shall
          (a)
          provide to MAST the Swap Financial Disclosure, (b) secure another entity
          to
          replace SRFP as party to this Agreement on terms substantially similar
          to this
          Agreement which entity (or a guarantor therefore) meets or exceeds the
          Approved
          Rating Thresholds and which satisfies the Rating Agency Condition and which
          entity is able to comply with the requirements of Item 1115 of Regulation
          AB or
          (c) obtain a guaranty of the SRFP’s obligations under this Agreement from an
          affiliate of the SRFP, subject to the Rating Agency Condition, that is
          able to
          comply with the financial information disclosure requirements of Item 1115
          of
          Regulation AB, such that disclosure provided in respect of the affiliate
          will
          satisfy any disclosure requirements applicable to the Swap Provider, and
          cause
          such affiliate to provide Swap Financial Disclosure. If permitted by Regulation
          AB, any required Swap Financial Disclosure may be provided by incorporation
          by
          reference from reports filed pursuant to the Exchange Act. 

         

         

        (iv) SRFP
          and
          the primary obligor under any Credit Support Document agree that, in the
          event
          that SRFP provides Swap Financial Disclosure to MAST in accordance with
          Part
          5(12)(iii)(a) or causes its affiliate to provide Swap Financial Disclosure
          to
          MAST in accordance with Part 5(12)(iii)(c), SRFP and such primary obligor
          will
          indemnify and hold harmless MAST, its respective directors or officers
          and any
          person controlling MAST, as provided in the Bilateral Indemnification Agreement,
          dated as of February 15, 2006 among Mortgage Asset Securitization Transactions,
          Inc., UBS Real Estate Securities Inc., UBS Securities LLC, and
          SRFP.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        


         

        


        
          	
                  IN
                    WITNESS WHEREOF the parties have executed this document on the
                    respective dates specified below with effect from
                    the date specified on the first page of this
                    document.

                


        

        


        
          	
                  SWISS
                    RE FINANCIAL PRODUCTS CORPORATION 

                   

                   

                   

                   

                   

                   

                   

                  By:___________________________________

                  Name:

                  Title:

                	
                  Wells
                    Fargo Bank, National Association, not individually, but solely
                    as trustee
                    on behalf of the Supplemental Interest Trust formed
                    in connection with the MASTR 2006-NC1 transaction

                   

                   

                   

                   

                   

                  By:
                    _________________________________

                  Name:

                  Title:

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Exhibit
          A

         

        GUARANTY

        


        To:
          Wells
          Fargo Bank, N.A. (the “Beneficiary”), not individually, but solely as trustee on
          behalf of the Supplemental Interest Trust, with regard to the MASTR Asset
          Backed
          Securities Trust 2006-NC1, Mortgage Pass Through Certificates, Series 2006-NC1
          (the “Rated Security”)

        


        1. The
          undersigned, SWISS REINSURANCE COMPANY, a Swiss company (the "Guarantor"),
          hereby absolutely and unconditionally guarantees the prompt payment as
          and when
          due of all obligations of its indirect, wholly-owned subsidiary SWISS RE
          FINANCIAL PRODUCTS CORPORATION, a Delaware corporation ("THE GUARANTEED
          SUBSIDIARY") under, in connection with or ancillary to an ISDA Master Agreement
          dated as of February 24, 2006 between the Beneficiary and the Guaranteed
          Subsidiary as amended or restated from time to time (the “Agreements”) which
          support the issuance of the Rated Security. In this Guarantee these obligations
          are referred to as the “Guaranteed Obligations”. This Guarantee is given solely
          for the benefit of, and is enforceable only by, the Beneficiary or any
          trustee
          as assignee of the Beneficiary to which this Guarantee has been validly
          assigned
          in accordance with applicable law and who is acting as trustee for the
          investors
          in the Rated Securities.

        


        2. This
          Guarantee constitutes a Guarantee of payment and not of collection and
          is not
          conditional or contingent upon any attempts to collect from, or pursue
          or
          exhaust any rights or remedies against, THE GUARANTEED SUBSIDIARY. A demand
          for
          payment hereunder may at the Beneficiary’s option be made in writing addressed
          to the Chief Financial Officer of the Guarantor. This Guarantee is not
          however
          dependent in any way on the manner of the demand for payment. Delay in
          making a
          claim will not affect the Guarantor’s obligations under this Guarantee unless
          the relevant legal limitation period has expired.

        


        3. This
          Guarantee constitutes, and is intended by the Guarantor to constitute,
          an
          unlimited non-accessory undertaking („unbeschr’nkte, nicht akzessorische
          Verpflichtung“) within the meaning of Article 111 of the Swiss Code of
          Obligations (‚CO‘) and is not a mere surety („Bürgschaft“) within the meaning of
          Article 492 et seq of the CO. 

        


        4. Notwithstanding
          any reference to the obligations of THE GUARANTEED SUBSIDIARY, the Guarantor’s
          obligations under this Guarantee are its absolute and independent obligations
          as
          a primary obligor. Payment of a claim hereunder is required as soon as
          the
          Guaranteed Obligations are due and payable.

        


        5. To
          the
          extent that any event or circumstance would give rise to any legal or equitable
          discharge, defence or other rights of the Guarantor under this Guarantee,
          but
          which event or circumstance would not give rise to any discharge, defence
          or
          other rights of THE GUARANTEED SUBSIDIARY under the Agreements, the Guarantor
          hereby fully waives, subject to paragraph 7 below, such discharge, defence,
          or
          other rights and the Guarantor’s liability hereunder shall continue as if such
          event or circumstance had not arisen.

        


        6. The
          Guarantor further agrees, subject to paragraph 7 below, that to the extent
          that
          any event or circumstance gives rise to any legal or equitable discharge,
          defence or other rights available to both the Guarantor under the Guarantee
          and
          THE GUARANTEED SUBSIDIARY under the Agreements, the Guarantor hereby agrees
          to
          waive such discharge, defense or other rights against the Beneficiary,
          until
          such time as all the Guaranteed Obligations in relation to the same event
          or
          circumstance have been fully met as required to protect investors in the
          Rated
          Securities.

        


        7. Notwithstanding
          any other provision of this Guarantee, the Guarantor will have the right,
          prior
          to making any payment under this Guarantee, to (a) assert such rights of
          offset
          as are set forth in the Agreements to the extent that such rights relate
          to
          amounts due and payable by the Beneficiary to THE GUARANTEED SUBSIDIARY
          and not
          to amounts which are subject to dispute; and (b) defend manifestly fraudulent
          claims under this Guarantee made by the Beneficiary.

        


        8. This
          Guarantee will continue in full force and effect in relation to all Guaranteed
          Obligations until all the Guaranteed Obligations have been satisfied in
          full.
          For the avoidance of doubt, all Guaranteed Obligations entered into by
          THE
          GUARANTEED SUBSIDIARY during the term of this Guarantee shall be honoured
          in
          accordance with this Guarantee and shall be binding on the Guarantor and
          its
          successors and assigns. This Guarantee may be amended only as necessary
          to
          reflect changes to the Guaranteed Obligations which are validly agreed
          to by the
          Beneficiary (or the trustee as assignee of the Beneficiary) in accordance
          with
          the terms of the Rated Securities, including any requirement to obtain
          the
          consent of some or all of the investors in the Rated Securities.

        


        9. If
          any
          payment by THE GUARANTEED SUBSIDIARY is avoided, recaptured or reduced
          as a
          result of insolvency or any similar event affecting creditors rights generally
          having occurred in respect of THE GUARANTEED SUBSIDIARY, the Guarantor‘s
          liability under this Guarantee shall continue as if the avoided, recaptured
          or
          reduced payment had not occurred.

        


        10. Upon
          payment by the Guarantor to the Beneficiary of any amount due under this
          Guarantee, the Guarantor shall be entitled to require the assignment to
          it of
          the rights of the Beneficiary against THE GUARANTEED SUBSIDIARY to the
          extent
          satisfied by such payment, and the Beneficiary will take at the Guarantor's
          expense such steps as the Guarantor may reasonably require to implement
          such
          assignment. The Guarantor shall not exercise any rights against THE GUARANTEED
          SUBSIDIARY which it may acquire in consequence of such payment and assignment
          unless and until all the Guaranteed Obligations to the Beneficiary shall
          have
          been paid in full.

        


        11. This
          Guarantee is governed and will be construed in accordance with Swiss law.
          The
          exclusive place of jurisdiction for any legal proceeding hereunder shall
          be
          Zurich, Switzerland.

        


         

        IN
          WITNESS WHEREOF, the Guarantor has caused this Guarantee to be executed
          in its
          name as of the 24th day of February, 2006.

        


        


        


                                        SWISS
          REINSURANCE
          COMPANY

        


      

       

    

     

     

     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      N

    
 

    
      SWAP
        ADMINISTRATION AGREEMENT

       

      This
        Swap
        Administration Agreement, dated as of February 24, 2006 (this “Agreement”),
        among Wells Fargo Bank, N.A., a national banking association (“Wells Fargo”), as
        swap administrator (in such capacity, the “Swap Administrator”) and as trust
        administrator and the supplemental interest trust trustee under the Pooling
        and
        Servicing Agreement, as hereinafter defined (in such capacity, the “Trust
        Administrator” and “Supplemental Interest Trust Trustee”), and UBS Real Estate
        Securities Inc (“UBSRES”).

       

      WHEREAS,
        the Trust Administrator, on behalf of the holders of the MASTR Asset-Backed
        Securities Trust 2006-NC1, Mortgage Pass Through Certificates, Series 2006-NC1,
        is counterparty to an Interest Rate Swap Agreement (the “Swap Agreement”), a
        copy of which is attached hereto as Exhibit A, between the Supplemental Interest
        Trust Trustee and Swiss Re Financial Products Corporation (“Swiss
        Re”);
        and

       

      WHEREAS,
        it is desirable to irrevocably appoint the Swap Administrator, and the Swap
        Administrator desires to accept such appointment, to receive and distribute
        funds payable by Swiss Re under the Swap Agreement as provided herein;


       

      NOW,
        THEREFORE, in consideration of the mutual covenants contained herein, and
        for
        other good and valuable consideration, the receipt and adequacy of which
        are
        hereby acknowledged, the parties agree as follows: 

       

      1.  Definitions.
        Capitalized terms used but not otherwise defined herein shall have the
        respective meanings assigned thereto in the Pooling and Servicing Agreement,
        dated as of February 1, 2006 (the “Pooling and Servicing Agreement”), among
        Mortgage Asset Securitization Transactions, Inc., as depositor, Wells Fargo
        Bank, N.A., as master servicer and trust administrator, Wells Fargo Bank,
        N.A.
        as servicer and U.S. Bank National Association as trustee, relating to the
        MASTR
        Asset-Backed Securities Trust 2006-NC1, Mortgage Pass-Through Certificates,
        Series 2006-NC1 (the “Certificates”), or in the related Indenture, as the case
        may be, as in effect on the date hereof. 

       

      2.  Swap
        Administrator.

       

      (a)  The
        Swap
        Administrator is hereby irrevocably appointed to receive all funds paid to
        the
        Supplemental Interest Trust Trustee by Swiss Re, or its successors in interest
        (the “Swap Provider”) under the Swap Agreement (including any Swap Termination
        Payment) and the Swap Administrator hereby accepts such appointment and hereby
        agrees to receive such amounts from the Supplemental Interest Trust Trustee
        and
        to distribute on each Distribution Date such amounts in the following order
        of
        priority:

       

      (i)  first,
        to
        the Trust Administrator for deposit into the Swap Account, an amount equal
        to
        the sum of the following amounts remaining outstanding after distribution
        of the
        Net Monthly Excess Cashflow: (A) Unpaid Interest Shortfall Amounts; (B) Net
        WAC
        Rate Carryover Amounts; (C) an amount
        necessary to maintain or restore the Overcollateralization Target Amount;
        and
        (D) any
        Allocated Realized Loss Amounts;

       

      (ii)  second,
        to UBSRES, any amounts remaining after payment of (i) above, provided,
        however,
        upon the
        issuance of notes by an issuer (the “Trust”), secured by all or a portion of the
        Class CE Certificates and the Class P Certificates (the “NIM Notes”), UBSRES
        hereby instructs the Swap Administrator to make any payments under this clause
        2(a)(ii) in the following order of priority:

       

      (A)  to
        the
        Indenture Trustee for the Trust, for deposit into the Note Account (each
        as to
        defined in the related Indenture), and until satisfaction and discharge of
        the
        Indenture, the Floating Amount (as defined in Annex I); and

       

      (B)  concurrently,
        to the Holders of the Class CE Certificates, pro
        rata
        based on
        the outstanding Notional Amount of each such Certificate; provided,
        however,
        that
        any Swap Termination Payment received by the Swap Administrator shall not
        be
        payable to the Holders of the Class CE Certificates pursuant to this clause
        (ii)(B) without the prior written consent of the NIMS Insurer, if any and
        the
        Rating Agencies.

       

      (b)  The
        Swap
        Administrator agrees to hold any amounts received from the Supplemental Interest
        Trust Trustee in trust upon the terms and conditions and for the exclusive
        use
        and benefit of the Trustee, the Trust Administrator and the Indenture Trustee,
        as applicable (in turn for the benefit of the Certificateholders, the
        Noteholders and the NIMS Insurer, if any) as set forth herein. The rights,
        duties and liabilities of the Swap Administrator in respect of this Agreement
        shall be as follows:

       

      (i) The
        Swap
        Administrator shall have the full power and authority to do all things not
        inconsistent with the provisions of this Agreement that it may deem advisable
        in
        order to enforce the provisions hereof. The Swap Administrator shall not
        be
        answerable or accountable except for its own bad faith, willful misconduct
        or
        negligence. The Swap Administrator shall not be required to take any action
        to
        exercise or enforce any of its rights or powers hereunder which, in the opinion
        of the Swap Administrator, shall be likely to involve expense or liability
        to
        the Swap Administrator, unless the Swap Administrator shall have received
        an
        agreement satisfactory to it in its sole discretion to indemnify it against
        such
        liability and expense.

       

      (ii) The
        Swap
        Administrator shall not be liable with respect to any action taken or omitted
        to
        be taken by it in good faith in accordance with the direction of any party
        hereto or the NIMS Insurer, if any, or otherwise as provided herein, relating
        to
        the time, method and place of conducting any proceeding for any remedy available
        to the Swap Administrator or exercising any right or power conferred upon
        the
        Swap Administrator under this Agreement.

       

      (iii) The
        Swap
        Administrator may perform any duties hereunder either directly or by or through
        agents or attorneys of the Swap Administrator. The Swap Administrator shall
        not
        be liable for the acts or omissions of its agents or attorneys so long as
        the
        Swap Administrator chose such Persons with due care.

       

      3.  Swap
        Administration Account.
        The
        Swap Administrator shall segregate and hold all funds received from the
        Supplemental Interest Trust Trustee (including any Swap Termination Payment)
        separate and apart from any of its own funds and general assets and shall
        establish and maintain in the name of the Swap Administrator one or more
        segregated accounts (such account or accounts, the “Swap Account”), held in
        trust for the benefit of the Trustee, the Trust Administrator, the Indenture
        Trustee and the parties to this Agreement. All amounts on deposit in the
        Swap
        Account shall remain uninvested unless the Swap Administrator receives
        instructions to the contrary from any party hereto, with the consent of the
        NIMS
        Insurer, if any. The Swap Administrator hereby agrees that it holds and shall
        hold the Swap Account and all amounts deposited therein in trust for the
        exclusive use and benefit of the Trustee, the Trust Administrator and the
        Indenture Trustee as their interests may appear.

       

      
        4.  Replacement
          Swap Agreements.

      

       

      The
        Supplemental Interest Trust Trustee shall, at the direction of the NIMS Insurer,
        if any, or, with the consent of the NIMS Insurer, if any, at the direction
        of
        UBSRES, enforce all of its rights and exercise any remedies under the Swap
        Agreement. In the event the Swap Agreement is terminated as a result of the
        designation by either party thereto of an Early Termination Date (as defined
        therein), the Trust Administrator shall, at the direction of UBSRES, find
        a
        replacement counterparty to enter into a replacement swap
        agreement.

       

      Any
        Swap
        Termination Payment received by the Swap Administrator from the Supplemental
        Interest Trust Trustee shall be deposited in the Swap Account and shall be
        used
        to make any upfront payment required under a replacement swap agreement and
        any
        upfront payment received from the counterparty to a replacement swap agreement
        shall be used to pay any Swap Termination Payment owed to the Swap
        Provider.

       

      5.  Representations
        and Warranties of Wells Fargo.
        Wells
        Fargo represents and warrants as follows:

       

      (a)  Wells
        Fargo is duly organized and validly existing as a national banking association
        under the laws of the United States and has all requisite power and authority
        to
        execute and deliver this Agreement, to perform its obligations as Swap
        Administrator hereunder.

       

      (b)  The
        execution, delivery and performance of this Agreement by Wells Fargo as Trust
        Administrator have been duly authorized in the Pooling and Servicing
        Agreement.

       

      (c)  This
        Agreement has been duly executed and delivered by Wells Fargo as Swap
        Administrator, Trust Administrator and Supplemental Interest Trust Trustee
        and
        is enforceable against Wells Fargo in such capacities in accordance with
        its
        terms, except as enforceability may be affected by bankruptcy, insolvency,
        fraudulent conveyance, reorganization, moratorium and other similar laws
        relating to or affecting creditors’ rights generally, general equitable
        principles (whether considered in a proceeding in equity or at
        law).

       

      
        6.  Replacement
          of Swap Administrator.

      

       

      Any
        corporation, bank, trust company or association into which the Swap
        Administrator may be merged or converted or with which it may be consolidated,
        or any corporation, bank, trust company or association resulting from any
        merger, conversion or consolidation to which the Swap Administrator shall
        be a
        party, or any corporation, bank, trust company or association succeeding
        to all
        or substantially all the corporate trust business of the Swap Administrator,
        shall be the successor of the Swap Administrator hereunder, without the
        execution or filing of any paper or any further act on the part of any of
        the
        parties hereto, except to the extent that assumption of its duties and
        obligations, as such, is not effected by operation of law.

       

      No
        resignation or removal of the Swap Administrator and no appointment of a
        successor Swap Administrator shall become effective until the appointment
        by
        UBSRES of a successor swap administrator acceptable to the NIMS Insurer,
        if any.
        Any successor swap administrator shall execute such documents or instruments
        necessary or appropriate to vest in and confirm to such successor swap
        administrator all such rights and powers conferred by this
        Agreement.

       

      The
        Swap
        Administrator may resign at any time by giving written notice thereof to
        the
        other parties hereto with a copy to the NIMS Insurer, if any. If a successor
        swap administrator shall not have accepted the appointment hereunder within
        30
        days after the giving by the resigning Swap Administrator of such notice
        of
        resignation, the resigning Swap Administrator may petition any court of
        competent jurisdiction for the appointment of a successor swap administrator
        acceptable to the NIMS Insurer, if any.

       

      In
        the
        event of a resignation or removal of the Swap Administrator, UBSRES shall
        promptly appoint a successor Swap Administrator acceptable to the NIMS Insurer,
        if any. If no such appointment has been made within 10 days of the resignation
        or removal, the NIMS Insurer, if any, may appoint a successor Swap
        Administrator.

       

      
        7.  Trust
          Administrator Obligations.

      

       

      Whenever
        the Supplemental Interest Trust Trustee, as a party to the Swap Agreement,
        has
        the option or is requested in such capacity, whether such request is by the
        counterparty to such agreement, to take any action or to give any consent,
        approval or waiver that it is entitled to take or give in such capacity,
        including, without limitation, in connection with an amendment of such agreement
        or the occurrence of a default or termination event thereunder, the Supplemental
        Interest Trust Trustee shall promptly notify the parties hereto and the NIMS
        Insurer, if any, of such request in such detail as is available to it and,
        shall, on behalf of the parties hereto and the NIMS Insurer, if any, take
        such
        action in connection with the exercise and/or enforcement of any rights and/or
        remedies available to it in such capacity with respect to such request as
        the
        NIMS Insurer, if any, shall direct in writing; provided that if no such
        direction is received prior to the date that is established for taking such
        action or giving such consent, approval or waiver (notice of which date shall
        be
        given by the Supplemental Interest Trust Trustee to the parties hereto and
        the
        NIMS Insurer, if any), the Supplemental Interest Trust Trustee may abstain
        from
        taking such action or giving such consent, approval or waiver.

       

      The
        Supplemental Interest Trust Trustee shall forward to the parties hereto and
        the
        NIMS Insurer, if any, on the Payment Date following its receipt thereof copies
        of any and all notices, statements, reports and/or other material communications
        and information (collectively, the “Swap Reports”) that it receives in
        connection with the Swap Agreement or from the counterparty
        thereto.

       

      
        8.  Miscellaneous.

      

       

      (a)  This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York.

       

      (b)  Any
        action or proceeding against any of the parties hereto relating in any way
        to
        this Agreement may be brought and enforced in the courts of the State of
        New
        York sitting in the borough of Manhattan or of the United States District
        Court
        for the Southern District of New York and the Swap Administrator irrevocably
        submits to the jurisdiction of each such court in respect of any such action
        or
        proceeding. The Swap Administrator waives, to the fullest extent permitted
        by
        law, any right to remove any such action or proceeding by reason of improper
        venue or inconvenient forum.

       

      (c)  This
        Agreement may be amended, supplemented or modified in writing by the parties
        hereto, but only with the consent of the NIMS Insurer, if any.

       

      (d)  This
        Agreement may not be assigned or transferred without the prior written consent
        of the NIMS Insurer, if any; provided,
        however,
        the
        parties hereto acknowledge and agree to the assignment of the rights of UBSRES
        as provided under this Agreement pursuant to the Sale Agreement, the Trust
        Agreement and the Indenture.

       

      (e)  This
        Agreement may be executed by one or more of the parties to this Agreement
        on any
        number of separate counterparts (including by facsimile transmission), and
        all
        such counterparts taken together shall be deemed to constitute one and the
        same
        instrument.

       

      (f)  Any
        provision of this Agreement which is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof, and any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction.

       

      (g)  The
        representations and warranties made by the parties to this Agreement shall
        survive the execution and delivery of this Agreement. No act or omission
        on the
        part of any party hereto shall constitute a waiver of any such representation
        or
        warranty.

       

      (h)  The
        article and section headings herein are for convenience of reference only,
        and
        shall not limit or otherwise affect the meaning hereof.

       

      (i)  The
        representations and warranties made by the parties to this Agreement shall
        survive the execution and delivery of this Agreement. No act or omission
        on the
        part of any party hereto shall constitute a waiver of any such representation
        or
        warranty.

       

      9.  Third-Party
        Beneficiary.
        Each of
        the Note Insurer, the Backup Note Insurer and the Indenture Trustee, if any,
        shall be deemed a third-party beneficiary of this Agreement to the same extent
        as if it were a party hereto, and shall have the right to enforce the provisions
        of this Agreement.

       

      10.  Swap
        Administrator and Trust Administrator Rights.
        The
        Swap Administrator shall be entitled to the same rights, protections and
        indemnities afforded to the Trust Administrator under the Pooling and Servicing
        Agreement and the Indenture Trustee under the Indenture, in each case, as
        if
        specifically set forth herein with respect to the Swap
        Administrator.

       

      The
        Trust
        Administrator and the Supplemental Interest Trust Trustee shall be entitled
        to
        the same rights, protections and indemnities afforded to the Trust Administrator
        under the Pooling and Servicing Agreement as if specifically set forth herein
        with respect to the Trust Administrator.

       

      11.  Limited
        Recourse.
        It is
        expressly understood and agreed by the parties hereto that this Agreement
        is
        executed and delivered by the Trust Administrator, not in its individual
        capacity but solely as trust administrator under the Pooling and Servicing
        Agreement. Notwithstanding any other provisions of this Agreement, the
        obligations of the Trust Administrator under this Agreement are non-recourse
        to
        the Trust Administrator, its assets and its property, and shall be payable
        solely from the assets of the Trust Fund, and following realization of such
        assets, any claims of any party hereto shall be extinguished and shall not
        thereafter be reinstated. No recourse shall be had against any principal,
        director, officer, employee, beneficiary, shareholder, partner, member, trustee,
        agent or affiliate of the Trust Administrator or any person owning, directly
        or
        indirectly, any legal or beneficial interest in the Trust Administrator,
        or any
        successors or assigns of any of the foregoing (the “Exculpated Parties”) for the
        payment of any amount payable under this Agreement. The parties hereto shall
        not
        enforce the liability and obligations of the Trust Administrator to perform
        and
        observe the obligations contained in this Agreement by any action or proceeding
        wherein a money judgment establishing any personal liability shall be sought
        against the Trust Administrator, subject to the following sentence, or the
        Exculpated Parties. The agreements in this paragraph shall survive termination
        of this Agreement and the performance of all obligations hereunder.

       


      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
        and
        delivered as of the day and year first above written. 

      
        


         

        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A.

                  as
                    Swap Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	
                   

                
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        


         

        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., not
                    in its individual capacity but solely as Trust

                  Administrator
                    and Supplemental Interest Trust Trustee
                    under the Pooling and 
Servicing Agreement

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	
                   

                
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        


         

        
          	 	 	 	 	 	 	 	
                  UBS
                    REAL ESTATE SECURITIES INC.

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	
                   

                
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        


         

        
          	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	
                   

                
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        


      


      
        
          
            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        A

       

      INTEREST
        RATE SWAP AGREEMENT

       

      


       

      


       


      
        
          
             

            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      ANNEX
        I

      


      The
        amounts paid under clause 2(a)(ii) of the Swap Administration Agreement shall
        be
        calculated as follows:

      


      
        	
                Floating
                  Amount:

              	 
	 	 
	
                Floating
                  Rate Payer:

              	
                Wells
                  Fargo Bank, N.A.

              
	 	 
	
                Cap
                  Rate:

              	
                15.00%

              
	 	 
	
                Floating
                  Amount

              	
                To
                  be determined in accordance with the following formula:

                 

                The
                  product of: (i) 250; (ii) the Cap Rate, (iii) the Notional Amount;
                  and
                  (iv) the Floating Rate Day Count Fraction;

                 

                provided,
                  however,
                  the Swap Administrator will only be obligated to pay the Floating
                  Amount
                  up to the amount remaining after payments are made under clause
                  2(a)(i) of
                  the Swap Administration Agreement.

                 

                The
                  Floating Amount shall be paid to the Indenture Trustee for payment
                  in
                  accordance with Section 2.09(e) of the Indenture.

              
	 	 
	
                Floating
                  Rate Day Count Fraction:

              	
                Actual/360.

              
	 	 
	
                Notional
                  Amount:

              	
                The
                  amount set forth for such period in the Amortization Schedule
                  A.

              


      


      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A TO ANNEX I

      


      


      
        	 	
                Distribution
                  Date

              	
                Base
                  Calculation Amount

              	
                Strike
                  Rate

              
	
                1

              	
                3/25/2006

              	
                $3,660,672
                  

              	
                4.672%

              
	
                2

              	
                4/25/2006

              	
                $3,611,416
                  

              	
                4.672%

              
	
                3

              	
                5/25/2006

              	
                $3,550,244
                  

              	
                4.672%

              
	
                4

              	
                6/25/2006

              	
                $3,477,188
                  

              	
                4.672%

              
	
                5

              	
                7/25/2006

              	
                $3,392,476
                  

              	
                4.672%

              
	
                6

              	
                8/25/2006

              	
                $3,296,368
                  

              	
                4.672%

              
	
                7

              	
                9/25/2006

              	
                $3,189,328
                  

              	
                4.672%

              
	
                8

              	
                10/25/2006

              	
                $3,071,852
                  

              	
                4.672%

              
	
                9

              	
                11/25/2006

              	
                $2,944,648
                  

              	
                4.672%

              
	
                10

              	
                12/25/2006

              	
                $2,808,484
                  

              	
                4.672%

              
	
                11

              	
                1/25/2007

              	
                $2,678,692
                  

              	
                4.672%

              
	
                12

              	
                2/25/2007

              	
                $2,554,976
                  

              	
                4.672%

              
	
                13

              	
                3/25/2007

              	
                $2,437,048
                  

              	
                4.672%

              
	
                14

              	
                4/25/2007

              	
                $2,324,632
                  

              	
                4.672%

              
	
                15

              	
                5/25/2007

              	
                $2,217,468
                  

              	
                4.672%

              
	
                16

              	
                6/25/2007

              	
                $2,115,308
                  

              	
                4.672%

              
	
                17

              	
                7/25/2007

              	
                $2,017,920
                  

              	
                4.672%

              
	
                18

              	
                8/25/2007

              	
                $1,925,072
                  

              	
                4.672%

              
	
                19

              	
                9/25/2007

              	
                $1,836,552
                  

              	
                4.672%

              
	
                20

              	
                10/25/2007

              	
                $1,752,096
                  

              	
                4.672%

              
	
                21

              	
                11/25/2007

              	
                $1,590,492
                  

              	
                4.672%

              
	
                22

              	
                12/25/2007

              	
                $1,445,508
                  

              	
                4.672%

              
	
                23

              	
                1/25/2008

              	
                $1,315,472
                  

              	
                4.672%

              
	
                24

              	
                2/25/2008

              	
                $1,198,664
                  

              	
                4.672%

              
	
                25

              	
                3/25/2008

              	
                $1,093,700
                  

              	
                4.672%

              
	
                26

              	
                4/25/2008

              	
                $1,036,024
                  

              	
                4.672%

              
	
                27

              	
                5/25/2008

              	
                $981,536
                  

              	
                4.672%

              
	
                28

              	
                6/25/2008

              	
                $930,048
                  

              	
                4.672%

              
	
                29

              	
                7/25/2008

              	
                $881,444
                  

              	
                4.672%

              
	
                30

              	
                8/25/2008

              	
                $835,508
                  

              	
                4.672%

              
	
                31

              	
                9/25/2008

              	
                $792,080
                  

              	
                4.672%

              
	
                32

              	
                10/25/2008

              	
                $751,024
                  

              	
                4.672%

              
	
                33

              	
                11/25/2008

              	
                $712,204
                  

              	
                4.672%

              
	
                34

              	
                12/25/2008

              	
                $675,492
                  

              	
                4.672%

              
	
                35

              	
                1/25/2009

              	
                $304,260
                  

              	
                4.672%

              
	
                36

              	
                2/25/2009

              	
                $291,780
                  

              	
                4.672%

              
	
                37

              	
                3/25/2009

              	
                $279,840
                  

              	
                4.672%

              
	
                38

              	
                4/25/2009

              	
                $268,420
                  

              	
                4.672%

              
	
                39

              	
                5/25/2009

              	
                $257,488
                  

              	
                4.672%

              
	
                40

              	
                6/25/2009

              	
                $247,028
                  

              	
                4.672%

              
	
                41

              	
                7/25/2009

              	
                $237,020
                  

              	
                4.672%

              
	
                42

              	
                8/25/2009

              	
                $227,440
                  

              	
                4.672%

              
	
                43

              	
                9/25/2009

              	
                $218,268
                  

              	
                4.672%

              
	
                44

              	
                10/25/2009

              	
                $209,484
                  

              	
                4.820%

              
	
                45

              	
                11/25/2009

              	
                $201,072
                  

              	
                4.820%

              


      

      


    

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      O

     

    SERVICING
      CRITERIA TO BE ADDRESSED

    IN
      ASSESSMENT OF COMPLIANCE

    Definitions

    Primary
      Servicer - transaction party having borrower contact

    Master
      Servicer - aggregator of pool assets

    Trust
      Administrator - waterfall calculator (may be the Trustee, or may be the Master
      Servicer)

    Back-up
      Servicer - named in the transaction (in the event a Back up Servicer becomes
      the
      Primary Servicer, follow Primary Servicer obligations)

    Custodian
      - safe keeper of pool assets

    Paying
      Agent - distributor of funds to ultimate investor 

    Trustee
      -
      fiduciary of the transaction

    


    Note:
      The
      definitions above describe the essential function that the party performs,
      rather than the party’s title. So, for example, in a particular transaction, the
      trustee may perform the “paying agent” and “securities administrator” functions,
      while in another transaction, the securities administrator may perform these
      functions.

    


    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements.

    


    Key: X
      - obligation

            
[X]
      - under
      consideration for obligation

    


    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Servicer

            	
              Wells
                Fargo

            	
              Custodian

            
	 	
              General
                Servicing Considerations

            	 	 	 
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	
              X

            	
              X

            	 
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.


            	
              X

            	
              X

            	 
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the Pool Assets are maintained. 

            	 	 	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements. 

            	
              X

            	
              X

            	 
	 	
              Cash
                Collection and Administration

            	 	 	 
	
              1122(d)(2)(i)

            	
              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	
              X

            	 
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel. 

            	
              X

            	
              X

            	 
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction agreements.
                

            	
              X

            	
              X

            	 
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of over collateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements. 

            	
              X

            	
              X

            	 
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.
                

            	
              X

            	
              X

            	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized access.
                

            	
              X

            	
              X

            	 
	
              1122(d)(2)(vii)
                

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements. 

            	
              X

            	
              X

            	 
	 	
              Investor
                Remittances and Reporting

            	 	 	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of Pool Assets serviced by the Servicer.
                

            	
              X

            	
              X

            	 
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements. 

            	
              X

            	
              X

            	 
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	
              X

            	 
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank statements.
                

            	
              X

            	
              X

            	 
	 	
              Pool
                Asset Administration

            	 	 	 
	
              1122(d)(4)(i)
                

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents. 

            	
              X

            	 	
              X

            
	
              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements 

            	
              X

            	 	
              X

            
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents. 

            	
              X

            	 	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the pool assets agree with the Servicer’s
                records with respect to an obligor’s unpaid principal balance.
                

            	
              X

            	 	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's pool assets (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or unemployment).
                

            	
              X

            	 	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s pool asset documents,
                on at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable pool asset documents and
                state
                laws; and (C) such funds are returned to the obligor within 30 calendar
                days of full repayment of the related pool assets, or such other
                number of
                days specified in the transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the Servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission. 

            	
              X

            	 	 
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xiv)
                

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements. 

            	 	
              X

            	 


    

    


     

    


     

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      P

    FORM
      10-D, FORM 8-K AND FORM 10-K

    REPORTING
      RESPONSIBILITY

    


    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the Trust
      Administrator pursuant to Section 4.07(a)(iv). If the Trust Administrator is
      indicated below as to any item, then the Trust Administrator is primarily
      responsible for obtaining that information. 

    


    Under
      Item 1 of Form 10-D: a) items marked “4.02 statement” are required to be
      included in the periodic Distribution Date statement under Section 4.02,
      provided by the Trust Administrator based on information received from the
      Master Servicer; and b) items marked “Form 10-D report” are required to be in
      the Form 10-D report but not the 4.02 statement, provided by the party
      indicated. Information under all other Items of Form 10-D is to be included
      in
      the Form 10-D report.

    
      	
              Form

            	
              Item

            	
              Description

            	
              Responsible
                Party

            
	
              10-D

            	
              Must
                be filed within 15 days of the Distribution Date.

            
	
              1

            	
              Distribution
                and Pool Performance Information

            	 
	
              Item
                1121(a) - Distribution and Pool Performance
                Information

            	 
	
              (1)
                Any applicable record dates, accrual dates, determination dates for
                calculating distributions and actual distribution dates for the
                distribution period.

            	
              4.02
                statement

            
	
              (2)
                Cash flows received and the sources thereof for distributions, fees
                and
                expenses.

            	
              4.02
                statement

            
	
              (3)
                Calculated amounts and distribution of the flow of funds for the
                period
                itemized by type and priority of payment, including:

            	
              4.02
                statement

            
	
              (i)
                Fees or expenses accrued and paid, with an identification of the
                general
                purpose of such fees and the party receiving such fees or
                expenses.

            	
              4.02
                statement

            
	
              (ii)
                Payments accrued or paid with respect to enhancement or other support
                identified in Item 1114 of Regulation AB (such as insurance premiums
                or
                other enhancement maintenance fees), with an identification of the
                general
                purpose of such payments and the party receiving such
                payments.

            	
              4.02
                statement

            
	
              (iii)
                Principal, interest and other distributions accrued and paid on the
                asset-backed securities by type and by class or series and any principal
                or interest shortfalls or carryovers.

            	
              4.02
                statement

            
	
              (iv)
                The amount of excess cash flow or excess spread and the disposition
                of
                excess cash flow.

            	
              4.02
                statement

            
	
              (4)
                Beginning and ending principal balances of the asset-backed
                securities.

            	
              4.02
                statement

            
	
              (5)
                Interest rates applicable to the pool assets and the asset-backed
                securities, as applicable. Consider providing interest rate information
                for pool assets in appropriate distributional groups or incremental
                ranges.

            	
              4.02
                statement

            
	
              (6)
                Beginning and ending balances of transaction accounts, such as reserve
                accounts, and material account activity during the period.

            	
              4.02
                statement

            
	
              (7)
                Any amounts drawn on any credit enhancement or other support identified
                in
                Item 1114 of Regulation AB, as applicable, and the amount of coverage
                remaining under any such enhancement, if known and
                applicable.

            	
              4.02
                statement

            
	
              (8)
                Number and amount of pool assets at the beginning and ending of each
                period, and updated pool composition information, such as weighted
                average
                coupon, weighted average life, weighted average remaining term, pool
                factors and prepayment amounts.

            	
              4.02
                statement

               

              Updated
                pool composition information fields to be as specified by Depositor
                from
                time to time

            
	
              (9)
                Delinquency and loss information for the period. 

               

              In
                addition, describe any material changes to the information specified
                in
                Item 1100(b)(5) of Regulation AB regarding the pool
                assets.

            	
              4.02
                statement.

               

               

              Form
                10-D report: Depositor

            
	
              (10)
                Information on the amount, terms and general purpose of any advances
                made
                or reimbursed during the period, including the general use of funds
                advanced and the general source of funds for
                reimbursements.

            	
              4.02
                statement

            
	
              (11)
                Any material modifications, extensions or waivers to pool asset terms,
                fees, penalties or payments during the distribution period or that
                have
                cumulatively become material over time.

            	
              4.02
                statement

            
	
              (12)
                Material breaches of pool asset representations or warranties or
                transaction covenants.

            	
              Form
                10-D report: 

              Servicer

            
	
              (13)
                Information on ratio, coverage or other tests used for determining
                any
                early amortization, liquidation or other performance trigger and
                whether
                the trigger was met.

            	
              4.02
                statement

            
	
              (14)
                Information regarding any new issuance of asset-backed securities
                backed
                by the same asset pool.

               

              Information
                regarding any pool asset changes (other than in connection with a
                pool
                asset converting into cash in accordance with its terms), such as
                additions or removals in connection with a prefunding or revolving
                period
                and pool asset substitutions and repurchases (and purchase rates,
                if
                applicable), and cash flows available for future purchases, such
                as the
                balances of any prefunding or revolving accounts, if
                applicable.

               

              Disclose
                any material changes in the solicitation, credit-granting, underwriting,
                origination, acquisition or pool selection criteria or procedures,
                as
                applicable, used to originate, acquire or select the new pool
                assets.

            	
              Form
                10-D report: Depositor

               

              Form
                10-D report: Depositor or Servicer

               

               

               

               

               

               

              Form
                10-D report: Depositor

            
	
              Item
                1121(b) - Pre-Funding or Revolving Period Information

              Updated
                pool information as required under Item 1121(b).

            	
              Depositor

            
	
              2

            	
              Legal
                Proceedings

            	 
	
              Item
                1117 - Legal proceedings pending against the following entities,
                or their
                respective property, that is material to Certificateholders, including
                proceedings known to be contemplated by governmental
                authorities:

              Seller

              Depositor

              Trustee

              Issuing
                entity

              Master
                Servicer

              Originator
                

              Custodian

            	
              (i)
                All parties to the Pooling and Servicing Agreement (as to themselves),
                (ii) the Trustee and Master Servicer as to the Issuing entity and
                (iii)
                the Depositor as to the Sponsor, any 1110(b) originator and any 1100(d)(i)
                party

            
	
              3

            	
              Sales
                of Securities and Use of Proceeds

            	 
	
              Information
                from Item 2(a) of Part II of Form 10-Q:

               

              With
                respect to any sale of securities by the sponsor, depositor or issuing
                entity, that are backed by the same asset pool or are otherwise issued
                by
                the issuing entity, whether or not registered, provide the sales
                and use
                of proceeds information in Item 701 of Regulation S-K. Pricing information
                can be omitted if securities were not registered.

            	
               

               

               

              Depositor

            
	
              4

            	
              Defaults
                Upon Senior Securities

            	 
	
              Information
                from Item 3 of Part II of Form 10-Q:

               

              Report
                the occurrence of any Event of Default (after expiration of any grace
                period and provision of any required notice)

            	
               

               

               

              Trust
                Administrator

            
	
              5

            	
              Submission
                of Matters to a Vote of Security Holders

            	 
	
              Information
                from Item 4 of Part II of Form 10-Q

            	
              Trustee

            
	
              6

            	
              Significant
                Obligors of Pool Assets

            	 
	
              Item
                1112(b) - Significant
                Obligor Financial Information*

            	
              Depositor

            
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Item.

            	 
	
              7

            	
              Significant
                Enhancement Provider Information

            	 
	
              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information*

              Determining
                applicable disclosure threshold

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

              Trust
                Administrator Depositor

            
	
              Item
                1115(b) - Derivative Counterparty Financial Information*

              Determining
                current maximum probable exposure

              Determining
                current significance percentage

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

              Trust
                Administrator 

               

              Trust
                Administrator Depositor

            
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Items.

            	 
	
              8

            	
              Other
                Information

            	 
	
              Disclose
                any information required to be reported on Form 8-K during the period
                covered by the Form 10-D but not reported

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated below
                

            
	
              9

            	
              Exhibits

            	
               

            
	
              Distribution
                report

            	
              Trust
                Administrator

            
	
              Exhibits
                required by Item 601 of Regulation S-K, such as material
                agreements

            	
              Depositor

            
	
              8-K

            	
              Must
                be filed within four business days of an event reportable on Form
                8-K.

            
	
              1.01

            	
              Entry
                into a Material Definitive Agreement

            	 
	
              Disclosure
                is required regarding entry into or amendment of any definitive agreement
                that is material to the securitization, even if depositor is not
                a party.
                

              Examples:
                servicing agreement, custodial agreement.

              Note:
                disclosure not required as to definitive agreements that are fully
                disclosed in the prospectus

            	
              Depositor

            
	
              1.02

            	
              Termination
                of a Material Definitive Agreement

            	 
	
              Disclosure
                is required regarding termination of any definitive agreement that
                is
                material to the securitization (other than expiration in accordance
                with
                its terms), even if depositor is not a party. 

              Examples:
                servicing agreement, custodial agreement.

            	
              Depositor

            
	
              1.03

            	
              Bankruptcy
                or Receivership

            	 
	
              Disclosure
                is required regarding the bankruptcy or receivership, if known to
                the
                Master Master Servicer, with respect to any of the following:


              Sponsor
                (Seller), Depositor, Master Servicer, Trustee, Cap Provicer,
                Custodian

            	
              Depositor

            
	
              2.04

            	
              Triggering
                Events that Accelerate or Increase a Direct Financial Obligation
                or an
                Obligation under an Off-Balance Sheet Arrangement

            	 
	
              Includes
                an early amortization, performance trigger or other event, including
                event
                of default, that would materially alter the payment priority/distribution
                of cash flows/amortization schedule.

              Disclosure
                will be made of events other than waterfall triggers which are disclosed
                in the 4.02 statement

            	
              Depositor/
                Trust Administrator

            
	
              3.03

            	
              Material
                Modification to Rights of Security Holders

            	 
	
              Disclosure
                is required of any material modification to documents defining the
                rights
                of Certificateholders, including the Pooling and Servicing
                Agreement

            	
              Trust
                Administrator

            
	
              5.03

            	
              Amendments
                to Articles of Incorporation or Bylaws; Change in Fiscal
                Year

            	 
	
              Disclosure
                is required of any amendment “to the governing documents of the issuing
                entity”

            	
              Depositor

            
	
              5.06

            	
              Change
                in Shell Company Status

            	 
	
              [Not
                applicable to ABS issuers]

            	
              Depositor

            
	
              6.01

            	
              ABS
                Informational and Computational Material

            	 
	
              [Not
                included in reports to be filed under Section 4.07]

            	
              Depositor

            
	
              6.02

            	
              Change
                of Master Servicer, Servicer or Trustee

            	 
	
              Requires
                disclosure of any removal, replacement, substitution or addition
                of any
                master servicer, affiliated servicer, other servicer servicing 10%
                or more
                of pool assets at time of report, other material servicers, certificate
                administrator or trustee. Any merger, consolidation or sale of
                substantially all of the assets of the servicer, the servicer’s engagement
                of any sub-servicer to perform or assist in the performance of any
                of the
                servicer’s obligations under the agreement. Reg AB disclosure about any
                new servicer or trustee is also required.

            	
              Depositor
                or Servicer

            
	
              6.03

            	
              Change
                in Credit Enhancement or Other External Support

            	 
	
              Covers
                termination of any enhancement in manner other than by its terms,
                the
                addition of an enhancement, or a material change in the enhancement
                provided. Applies to external credit enhancements as well as derivatives.
                Regulation AB disclosure about any new enhancement provider is also
                required.

            	
              Trust
                Administrator

            
	
              6.04

            	
              Failure
                to Make a Required Distribution

            	
              Trust
                Administrator

            
	
              6.05

            	
              Securities
                Act Updating Disclosure

            	 
	
              If
                any material pool characteristic differs by 5% or more at the time
                of
                issuance of the securities from the description in the final prospectus,
                provide updated Regulation AB disclosure about the actual asset
                pool.

            	
              Depositor

            
	
              If
                there are any new servicers or originators required to be disclosed
                under
                Regulation AB as a result of the foregoing, provide the information
                called
                for in Items 1108 and 1110 respectively.

            	
              Depositor

            
	
              7.01

            	
              Regulation
                FD Disclosure

            	
              Depositor

            
	
              8.01

            	
              Other
                Events

            	 
	
              Any
                event, with respect to which information is not otherwise called
                for in
                Form 8-K, that the registrant deems of importance to security
                holders.

            	
              Depositor

            
	
              9.01

            	
              Financial
                Statements and Exhibits

            	
              The
                Responsible Party applicable to reportable event (other than the
                Trustee)

            
	
              10-K

            	
              Must
                be filed within 90 days of the fiscal year end for the
                registrant.

            
	
              9B

            	
              Other
                Information

            	 
	
              Disclose
                any information required to be reported on Form 8-K during the fourth
                quarter covered by the Form 10-K but not reported

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                above

            
	
              15

            	
              Exhibits
                and Financial Statement Schedules

            	 
	
              Item
                1112(b) - Significant
                Obligor Financial Information

            	
              N/A

            
	
              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information

              Determining
                applicable disclosure threshold

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

               

              Trust
                Administrator Depositor

            
	
              Item
                1115(b) - Derivative Counterparty Financial Information

              Determining
                current maximum probable exposure

              Determining
                current significance percentage

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
              Trust
                Administrator 

              Trust
                Administrator Depositor

            
	
              Item
                1119 - Affiliations and relationships between the following entities,
                or
                their respective affiliates, that are material to
                Certificateholders:

              Seller

              Depositor

              Trustee

              Issuing
                entity

              Master
                Servicer

              Originator
                

              Custodian
                (only with respect to affiliations and relationships with the Sponsor,
                Depositor or Issuing Entity)

              Credit
                Enhancer/Support Provider, if any

              Significant
                Obligor, if any

            	
              (i)
                All parties to the Pooling and Servicing Agreement (as to themselves),
                (ii) the Depositor as to the Sponsor, Originator, Significant Obligor,
                Credit Enhancer/Support Provider and (iii) the Trustee and Master
                Servicer
                as to the Issuing entity 

            
	
              Item
                1122 - Assessment of Compliance with Servicing
                Criteria

            	
              Master
                Servicer

              Trust
                Administrator

              Custodian

            
	
              Item
                1123 -Servicer Compliance Statement

            	
              Master
                Servicer

            


    

    


    


     

    


    
      
        
          
            21

            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      Q

    


    ADDITIONAL
      DISCLOSURE NOTIFICATION

    


    **SEND
      VIA FAX TO [XXX-XXX-XXXX] AND VIA EMAIL TO [ ] AND VIA OVERNIGHT MAIL TO THE
      ADDRESS IMMEDIATELY BELOW**

    


    Wells
      Fargo Bank, N.A., as Trust Administrator

    Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attn:
      Corporate Trust Services- [DEAL NAME]—SEC REPORT PROCESSING

    


    RE:
      **Additional Form [10-D][10-K][8-K] Disclosure** Required

    


    


    Ladies
      and Gentlemen:

     

    In
      accordance with Section [ ] of the Pooling and Servicing Agreement, dated as
      of
      February 1, 2006, among Mortgage Asset Securitization Transactions, Inc. as
      Depositor, Wells Fargo Bank, N.A. as Master Servicer and Trust Administrator,
      Wells Fargo Bank, N.A. as Servicer and U.S. Bank National Association as
      Trustee, the undersigned, as [ ], hereby notifies you that certain events have
      come to our attention that [will] [may] need to be disclosed on Form
      [10-D][10-K][8-K].

     

    Description
      of Additional Form [10-D][10-K][8-K] Disclosure:

     

    


     

    List
      of any Attachments hereto to be included in the Additional Form
      [10-D][10-K][8-K] Disclosure:

     

    


     

    


     

    


     

    Any
      inquiries related to this notification should be directed to [ ], phone number:
      [ ]; email address: [ ]. 

     

    [NAME
      OF
      PARTY],

    as
      [role]

     

    By:
      _____________________________

    Name:
      

    Title:

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      R-1

    


    


    FORM
      OF DELINQUENCY REPORT

    


    
      	
              Column/Header
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            
	
              SERVICER_LOAN_NBR

            	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR

            	 	
               

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the originator.

            	 	
               

            
	
              CLIENT_NBR

            	
              Servicer
                Client Number

            	 	 
	
              SERV_INVESTOR_NBR

            	
              Contains
                a unique number as assigned by an external servicer to identify a
                group of
                loans in their system.

            	 	
               

            
	
              BORROWER_FIRST_NAME

            	
              First
                Name of the Borrower.

            	 	 
	
              BORROWER_LAST_NAME

            	
              Last
                name of the borrower.

            	 	 
	
              PROP_ADDRESS

            	
              Street
                Name and Number of Property

            	 	
               

            
	
              PROP_STATE

            	
              The
                state where the property located.

            	 	
               

            
	
              PROP_ZIP

            	
              Zip
                code where the property is located.

            	 	
               

            
	
              BORR_NEXT_PAY_DUE_DATE

            	
              The
                date that the borrower's next payment is due to the servicer at the
                end of
                processing cycle, as reported by Servicer.

            	 	
              MM/DD/YYYY

            
	
              LOAN_TYPE

            	
              Loan
                Type (i.e. FHA, VA, Conv)

            	 	
               

            
	
              BANKRUPTCY_FILED_DATE

            	
              The
                date a particular bankruptcy claim was filed.

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_CHAPTER_CODE

            	
              The
                chapter under which the bankruptcy was filed.

            	 	
               

            
	
              BANKRUPTCY_CASE_NBR

            	
              The
                case number assigned by the court to the bankruptcy
                filing.

            	 	
               

            
	
              POST_PETITION_DUE_DATE

            	
              The
                payment due date once the bankruptcy has been approved by the
                courts

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_DCHRG_DISM_DATE

            	
              The
                Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
                and/or a Motion For Relief Was Granted. 

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_APPR_DATE

            	
              The
                Date The Loss Mitigation Was Approved By The Servicer

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_TYPE

            	
              The
                Type Of Loss Mitigation Approved For A Loan Such As;

            	 	 
	
              LOSS_MIT_EST_COMP_DATE

            	
              The
                Date The Loss Mitigation /Plan Is Scheduled To End/Close

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_ACT_COMP_DATE

            	
              The
                Date The Loss Mitigation Is Actually Completed

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_APPROVED_DATE

            	
              The
                date DA Admin sends a letter to the servicer with instructions to
                begin
                foreclosure proceedings.

            	 	
              MM/DD/YYYY

            
	
              ATTORNEY_REFERRAL_DATE

            	
              Date
                File Was Referred To Attorney to Pursue Foreclosure

            	 	
              MM/DD/YYYY

            
	
              FIRST_LEGAL_DATE

            	
              Notice
                of 1st legal filed by an Attorney in a Foreclosure Action

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_EXPECTED_DATE

            	
              The
                date by which a foreclosure sale is expected to occur.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_DATE

            	
              The
                actual date of the foreclosure sale.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_AMT

            	
              The
                amount a property sold for at the foreclosure sale.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              EVICTION_START_DATE

            	
              The
                date the servicer initiates eviction of the borrower.

            	 	
              MM/DD/YYYY

            
	
              EVICTION_COMPLETED_DATE

            	
              The
                date the court revokes legal possession of the property from the
                borrower.

            	 	
              MM/DD/YYYY

            
	
              LIST_PRICE

            	
              The
                price at which an REO property is marketed.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              LIST_DATE

            	
              The
                date an REO property is listed at a particular price.

            	 	
              MM/DD/YYYY

            
	
              OFFER_AMT

            	
              The
                dollar value of an offer for an REO property.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              OFFER_DATE_TIME

            	
              The
                date an offer is received by DA Admin or by the Servicer.

            	 	
              MM/DD/YYYY

            
	
              REO_CLOSING_DATE

            	
              The
                date the REO sale of the property is scheduled to close.

            	 	
              MM/DD/YYYY

            
	
              REO_ACTUAL_CLOSING_DATE

            	
              Actual
                Date Of REO Sale

            	 	
              MM/DD/YYYY

            
	
              OCCUPANT_CODE

            	
              Classification
                of how the property is occupied.

            	 	
               

            
	
              PROP_CONDITION_CODE

            	
              A
                code that indicates the condition of the property.

            	 	
               

            
	
              PROP_INSPECTION_DATE

            	
              The
                date a property inspection is performed.

            	 	
              MM/DD/YYYY

            
	
              APPRAISAL_DATE

            	
              The
                date the appraisal was done.

            	 	
              MM/DD/YYYY

            
	
              CURR_PROP_VAL

            	
               The
                current "as is" value of the property based on brokers price opinion
                or
                appraisal.

            	
              2

            	
               

            
	
              REPAIRED_PROP_VAL

            	
              The
                amount the property would be worth if repairs are completed pursuant
                to a
                broker's price opinion or appraisal.

            	
              2

            	
               

            
	
              If
                applicable:

            	
               

            	 	
               

            
	
              DELINQ_STATUS_CODE

            	
              FNMA
                Code Describing Status of Loan

            	 	 
	
              DELINQ_REASON_CODE

            	
              The
                circumstances which caused a borrower to stop paying on a loan. Code
                indicates the reason why the loan is in default for this
                cycle.

            	 	 
	
              MI_CLAIM_FILED_DATE

            	
              Date
                Mortgage Insurance Claim Was Filed With Mortgage Insurance
                Company.

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT

            	
              Amount
                of Mortgage Insurance Claim Filed

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              MI_CLAIM_PAID_DATE

            	
              Date
                Mortgage Insurance Company Disbursed Claim Payment

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT_PAID

            	
              Amount
                Mortgage Insurance Company Paid On Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_FILED_DATE

            	
              Date
                Claim Was Filed With Pool Insurance Company

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT

            	
              Amount
                of Claim Filed With Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_PAID_DATE

            	
              Date
                Claim Was Settled and The Check Was Issued By The Pool
                Insurer

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT_PAID

            	
              Amount
                Paid On Claim By Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_FILED_DATE

            	
               Date
                FHA Part A Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_AMT

            	
               Amount
                of FHA Part A Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_PAID_DATE

            	
               Date
                HUD Disbursed Part A Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part A Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_FILED_DATE

            	
                Date
                FHA Part B Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_AMT

            	
                Amount
                of FHA Part B Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_PAID_DATE

            	
                 Date
                HUD Disbursed Part B Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part B Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              VA_CLAIM_FILED_DATE

            	
               Date
                VA Claim Was Filed With the Veterans Admin

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_DATE

            	
               Date
                Veterans Admin. Disbursed VA Claim Payment

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_AMT

            	
               Amount
                Veterans Admin. Paid on VA Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            


    

     

     

     

    


     

    


    Exhibit
      2: Standard
      File Codes - Delinquency Reporting

     

    


     

    The
      Loss
      Mit Type
      field
      should show the approved Loss Mitigation Code as follows: 

     

    
      	·
               	
              ASUM-Approved
                Assumption

            


    

     

    
      	·  	
              BAP-Borrower
                Assistance Program

            


    

     

    
      	·  	
              CO-
                Charge Off

            


    

     

    
      	·  	
              DIL-
                Deed-in-Lieu

            


    

     

    
      	·  	
              FFA-
                Formal Forbearance Agreement

            


    

     

    
      	·  	
              MOD-
                Loan Modification

            


    

     

    
      	·  	
              PRE-
                Pre-Sale

            


    

     

    
      	·  	
              SS-
                Short Sale

            


    

     

    
      	·  	
              MISC-Anything
                else approved by the PMI or Pool
                Insurer

            


    

     

    


     

    NOTE:
      Wells
      Fargo Bank will accept alternative Loss Mitigation Types to those above,
      provided that they are consistent with industry standards. If Loss Mitigation
      Types other than those above are used, the Servicer must supply Wells Fargo
      Bank
      with a description of each of the Loss Mitigation Types prior to sending the
      file.

     

    


     

    The
      Occupant
      Code
      field
      should show the current status of the property code as follows:

     

    
      	·  	
              Mortgagor

            


    

     

    
      	·  	
              Tenant

            


    

     

    
      	·  	
              Unknown
                

            


    

     

    
      	·  	
              Vacant

            


    

     

    


     

    The
      Property
      Condition
      field
      should show the last reported condition of the property as follows:


     

    
      	·  	
              Damaged

            


    

     

    
      	·  	
              Excellent

            


    

     

    
      	·  	
              Fair

            


    

     

    
      	·  	
              Gone

            


    

     

    
      	·  	
              Good

            


    

     

    
      	·  	
              Poor

            


    

     

    
      	·  	
              Special
                Hazard

            


    

     

    
      	·  	
              Unknown

            


    

    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    


    Exhibit
      2: Standard
      File Codes - Delinquency Reporting, Continued

     

    


     

    The
      FNMA
      Delinquent Reason Code
      field
      should show the Reason for Delinquency as follows: 

     

    


    
      	
              Delinquency
                Code

            	
              Delinquency
                Description

            
	
              001

            	
              FNMA-Death
                of principal mortgagor

            
	
              002

            	
              FNMA-Illness
                of principal mortgagor

            
	
              003

            	
              FNMA-Illness
                of mortgagor’s family member

            
	
              004

            	
              FNMA-Death
                of mortgagor’s family member

            
	
              005

            	
              FNMA-Marital
                difficulties

            
	
              006

            	
              FNMA-Curtailment
                of income

            
	
              007

            	
              FNMA-Excessive
                Obligation

            
	
              008

            	
              FNMA-Abandonment
                of property

            
	
              009

            	
              FNMA-Distant
                employee transfer

            
	
              011

            	
              FNMA-Property
                problem

            
	
              012

            	
              FNMA-Inability
                to sell property

            
	
              013

            	
              FNMA-Inability
                to rent property

            
	
              014

            	
              FNMA-Military
                Service

            
	
              015

            	
              FNMA-Other

            
	
              016

            	
              FNMA-Unemployment

            
	
              017

            	
              FNMA-Business
                failure

            
	
              019

            	
              FNMA-Casualty
                loss

            
	
              022

            	
              FNMA-Energy
                environment costs

            
	
              023

            	
              FNMA-Servicing
                problems

            
	
              026

            	
              FNMA-Payment
                adjustment

            
	
              027

            	
              FNMA-Payment
                dispute

            
	
              029

            	
              FNMA-Transfer
                of ownership pending

            
	
              030

            	
              FNMA-Fraud

            
	
              031

            	
              FNMA-Unable
                to contact borrower

            
	
              INC

            	
              FNMA-Incarceration

            


    

    


    


    
      
        
           

          


          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    Exhibit
      2: Standard
      File Codes - Delinquency Reporting, Continued

    


     

    The
      FNMA
      Delinquent Status Code
      field
      should show the Status of Default as follows: 

     

    


    
      	
              Status
                Code

            	
              Status
                Description

            
	
              09

            	
              Forbearance

            
	
              17

            	
              Pre-foreclosure
                Sale Closing Plan Accepted

            
	
              24

            	
              Government
                Seizure

            
	
              26

            	
              Refinance

            
	
              27

            	
              Assumption

            
	
              28

            	
              Modification

            
	
              29

            	
              Charge-Off

            
	
              30

            	
              Third
                Party Sale

            
	
              31

            	
              Probate

            
	
              32

            	
              Military
                Indulgence

            
	
              43

            	
              Foreclosure
                Started

            
	
              44

            	
              Deed-in-Lieu
                Started

            
	
              49

            	
              Assignment
                Completed

            
	
              61

            	
              Second
                Lien Considerations

            
	
              62

            	
              Veteran’s
                Affairs-No Bid

            
	
              63

            	
              Veteran’s
                Affairs-Refund

            
	
              64

            	
              Veteran’s
                Affairs-Buydown

            
	
              65

            	
              Chapter
                7 Bankruptcy

            
	
              66

            	
              Chapter
                11 Bankruptcy

            
	
              67

            	
              Chapter
                13 Bankruptcy

            


    

     

    


     

     

    


     

    


    
      
        
          
             

            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      R-2 

    


    FORM
      OF MONTHLY REMITTANCE ADVICE

    


     

    


     

    
      	
              Column
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            	
              Max
                Size

            
	
              SER_INVESTOR_NBR

            	
              A
                value assigned by the Servicer to define a group of loans.

            	
               

            	
              Text
                up to 10 digits

            	
              20

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the investor.

            	
               

            	
              Text
                up to 10 digits

            	
              10

            
	
              SERVICER_LOAN_NBR

            	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR.

            	
               

            	
              Text
                up to 10 digits

            	
              10

            
	
              BORROWER_NAME

            	
              The
                borrower name as received in the file. It is not separated by first
                and
                last name.

            	
               

            	
              Maximum
                length of 30 (Last, First)

            	
              30

            
	
              SCHED_PAY_AMT

            	
              Scheduled
                monthly principal and scheduled interest payment that a borrower
                is
                expected to pay, P&I constant.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NOTE_INT_RATE

            	
              The
                loan interest rate as reported by the Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              NET_INT_RATE

            	
              The
                loan gross interest rate less the service fee rate as reported by
                the
                Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              SERV_FEE_RATE

            	
              The
                servicer's fee rate for a loan as reported by the Servicer.
                

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              SERV_FEE_AMT

            	
              The
                servicer's fee amount for a loan as reported by the Servicer.
                

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_PAY_AMT

            	
              The
                new loan payment amount as reported by the Servicer. 

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_LOAN_RATE

            	
              The
                new loan rate as reported by the Servicer. 

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              ARM_INDEX_RATE

            	
              The
                index the Servicer is using to calculate a forecasted
                rate.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              ACTL_BEG_PRIN_BAL

            	
              The
                borrower's actual principal balance at the beginning of the processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_END_PRIN_BAL

            	
              The
                borrower's actual principal balance at the end of the processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              BORR_NEXT_PAY_DUE_DATE

            	
              The
                date at the end of processing cycle that the borrower's next payment
                is
                due to the Servicer, as reported by Servicer.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              SERV_CURT_AMT_1

            	
              The
                first curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_1

            	
              The
                curtailment date associated with the first curtailment amount.
                

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
                AMT_1

            	
              The
                curtailment interest on the first curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_AMT_2

            	
              The
                second curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_2

            	
              The
                curtailment date associated with the second curtailment
                amount.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
                AMT_2

            	
              The
                curtailment interest on the second curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_AMT_3

            	
              The
                third curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_3

            	
              The
                curtailment date associated with the third curtailment
                amount.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_AMT_3

            	
              The
                curtailment interest on the third curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_AMT

            	
              The
                loan "paid in full" amount as reported by the Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_DATE

            	
              The
                paid in full date as reported by the Servicer.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
               

            	
               

            	
               

            	
              Action
                Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                65=Repurchase,70=REO 

            	
              2

            
	
              ACTION_CODE

            	
              The
                standard FNMA numeric code used to indicate the default/delinquent
                status
                of a particular loan.

            
	
              INT_ADJ_AMT

            	
              The
                amount of the interest adjustment as reported by the
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SOLDIER_SAILOR_ADJ_AMT

            	
              The
                Soldier and Sailor Adjustment amount, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NON_ADV_LOAN_AMT

            	
              The
                Non Recoverable Loan Amount, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              LOAN_LOSS_AMT

            	
              The
                amount the Servicer is passing as a loss, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_BEG_PRIN_BAL

            	
              The
                scheduled outstanding principal amount due at the beginning of the
                cycle
                date to be passed through to investors.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_END_PRIN_BAL

            	
              The
                scheduled principal balance due to investors at the end of a processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_PRIN_AMT

            	
              The
                scheduled principal amount as reported by the Servicer for the current
                cycle -- only applicable for Scheduled/Scheduled Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_NET_INT

            	
              The
                scheduled gross interest amount less the service fee amount for the
                current cycle as reported by the Servicer -- only applicable for
                Scheduled/Scheduled Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_PRIN_AMT

            	
              The
                actual principal amount collected by the Servicer for the current
                reporting cycle -- only applicable for Actual/Actual
                Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_NET_INT

            	
              The
                actual gross interest amount less the service fee amount for the
                current
                reporting cycle as reported by the Servicer -- only applicable for
                Actual/Actual Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                AMT

            	
              The
                penalty amount received when a borrower prepays on his loan as reported
                by
                the Servicer. 

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                WAIVED

            	
              The
                prepayment penalty amount for the loan waived by the
                servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              MOD_DATE

            	
              The
                Effective Payment Date of the Modification for the loan.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              MOD_TYPE

            	
              The
                Modification Type.

            	
               

            	
              Varchar
                - value can be alpha or numeric

            	
              30

            
	
              DELINQ_P&I_ADVANCE_AMT

            	
              The
                current outstanding principal and interest advances made by
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            


    

    


     

    


    
      
        
          
             

            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      R-3 

    


    FORM
      OF REALIZED LOSS REPORT

    


    Calculation
      of Realized Loss/Gain Form 332- Instruction Sheet

    NOTE:
      Do not net or combine items. Show all expenses individually and all credits
      as
      separate line items. Claim packages are due on the remittance report date.
      Late
      submissions may result in claims not being passed until the following month.
      The
      Servicer is responsible to remit all funds pending loss approval and /or
      resolution of any disputed items. 

    


    The
      numbers on the 332 form correspond with the numbers listed below.

    


    Liquidation
      and Acquisition Expenses:

     

    1.    The
      Actual
      Unpaid Principal Balance of the Mortgage Loan. For documentation, an
      Amortization Schedule from date of default through liquidation breaking out
      the
      net interest and servicing fees advanced is required.

     

    2.   
      The
      Total
      Interest Due less the aggregate amount of servicing fee that would have been
      earned if all delinquent payments had been made as agreed. For documentation,
      an
      Amortization Schedule from date of default through liquidation breaking out
      the
      net interest and servicing fees advanced is required.

     

    3.   
      Accrued
      Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan
      as calculated on a monthly basis. For documentation, an Amortization Schedule
      from date of default through liquidation breaking out the net interest and
      servicing fees advanced is required.

     

    4-12. Complete
      as applicable. Required documentation:

     

    *
      For
      taxes and insurance advances - see page 2 of 332 form - breakdown required
      showing period of
      coverage, base tax, interest, penalty. Advances prior to default  require
      evidence of servicer efforts to recover advances.

     

    *
      For
      escrow advances - complete payment history 

     

    (to
      calculate advances from last positive escrow balance forward)

     

    *
      Other
      expenses -  copies of corporate advance history showing all payments


     

    *
      REO
      repairs > $1500 require explanation

     

    *
      REO
      repairs >$3000 require evidence of at least 2 bids.

     

    *
      Short
      Sale or Charge Off require P&L supporting the decision and WFB’s approved
      Officer Certificate 

     

    *
      Unusual
      or extraordinary items may require further documentation. 

     

    13.  
      The
      total
      of lines 1 through 12.

     

    Credits:
      

     

    14-21. Complete
      as applicable. Required documentation:

     

    *
      Copy of
      the HUD 1 from the REO sale. If a 3rd
      Party
      Sale, bid instructions and Escrow Agent / Attorney

     

    Letter
      of
      Proceeds Breakdown.

     

    *
      Copy of
      EOB for any MI or gov't guarantee 

     

    *
      All
      other credits need to be clearly defined on the 332
      form      
     

     

     

    
      	 	
              22.

            	
              The
                total of lines 14 through 21.

            


    

     

    Please
      Note: For
      HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
      Part
      B/Supplemental proceeds.

     

     

    Total
      Realized Loss (or Amount of Any Gain):

     

    23.   
      The
      total
      derived from subtracting line 22 from 13. If the amount represents a realized
      gain, show
      the
      amount in parenthesis ( ). 

    


    


    
      
        
          
             

            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

     

    
 

    
    

    
      
        Exhibit
          3A:Calculation of Realized
          Loss/Gain Form 332

         

        	
                 

              	
                Prepared
                  by: __________________

              	
                Date:
                  _______________

              	
                 

              
	
                 

              	
                Phone:
                  ______________________ 

              	
                Email
                  Address:______________________

              
	
              	
              	
              	
              	
              


         

         

        	
                Servicer
                  Loan No.

                 

              	
                 

              	
                Servicer
                  Name

                 

              	
                 

              	
                Servicer
                  Address 

                 

                 

              


         

        WELLS
          FARGO BANK, N.A. Loan No._____________________________

         

        Borrower's
          Name:
          _________________________________________________________

        Property
          Address:
          _________________________________________________________

         

        	
                 

              	
                Liquidation
                  Type: REO Sale

              	
                3rd
                  Party Sale

              	
                Short
                  Sale

              	
                Charge
                  Off

              


         

        	
                 

              	
                Was
                  this loan granted a Bankruptcy deficiency or
                  cramdown

              	
                Yes

              	
                No

              


        If
“Yes”,
          provide deficiency or cramdown amount
          _______________________________

         

        Liquidation
          and Acquisition Expenses:

        	
                 

              	
                (1)

              	
                Actual
                  Unpaid Principal Balance of Mortgage Loan

              	
                $
                  ______________

              	
                (1)

              	
                 

              
	
                 

              	
                (2)

              	
                Interest
                  accrued at Net Rate

              	
                ________________

              	
                (2)

              	
                 

              
	
                 

              	
                (3)

              	
                Accrued
                  Servicing Fees

              	
                ________________

              	
                (3)

              	
                 

              
	
                 

              	
                (4)

              	
                Attorney's
                  Fees

              	
                ________________

              	
                (4)

              	
                 

              
	
                 

              	
                (5)

              	
                Taxes
                  (see page 2)

              	
                ________________

              	
                (5)

              	
                 

              
	
                 

              	
                (6)

              	
                Property
                  Maintenance

              	
                ________________

              	
                (6)

              	
                 

              
	
                 

              	
                (7)

              	
                MI/Hazard
                  Insurance Premiums (see page 2)

              	
                ________________

              	
                (7)

              	
                 

              
	
                 

              	
                (8)

              	
                Utility
                  Expenses

              	
                ________________

              	
                (8)

              	
                 

              
	
                 

              	
                (9)

              	
                Appraisal/BPO

              	
                ________________

              	
                (9)

              	
                 

              
	
                 

              	
                (10)

              	
                Property
                  Inspections

              	
                ________________

              	
                (10)

              
	
                 

              	
                (11)

              	
                FC
                  Costs/Other Legal Expenses

              	
                ________________

              	
                (11)

              
	
                 

              	
                (12)

              	
                Other
                  (itemize)

              	
                ________________

              	
                (12)

              
	
                 

              	
                Cash
                  for Keys__________________________

              	
                ________________

              	
                (12)

              
	
                 

              	
                HOA/Condo
                  Fees_______________________

              	
                ________________

              	
                (12)

              
	
                 

              	
                ______________________________________

              	
                ________________

              	
                (12)

              
	
              	
              	
              	
              	
              	
              	
              	
              	
              


         

        	
                 

              	
                Total
                  Expenses

              	
                $
                  _______________

              	
                (13)

              


        Credits:

        	
                 

              	
                (14)

              	
                Escrow
                  Balance

              	
                $
                  _______________

              	
                (14)

              
	
                 

              	
                (15)

              	
                HIP
                  Refund

              	
                ________________

              	
                (15)

              
	
                 

              	
                (16)

              	
                Rental
                  Receipts

              	
                ________________

              	
                (16)

              
	
                 

              	
                (17)

              	
                Hazard
                  Loss Proceeds

              	
                ________________

              	
                (17)

              


        (18) Primary
          Mortgage Insurance / Gov’t
          Insurance                                  ________________      (18a)
          HUD Part A

        ________________
          (18b) HUD Part B

        	
                 

              	
                (19)

              	
                Pool
                  Insurance Proceeds

              	
                ________________

              	
                (19)

              
	
                 

              	
                (20)

              	
                Proceeds
                  from Sale of Acquired Property

              	
                ________________

              	
                (20)

              
	
                 

              	
                (21)

              	
                Other
                  (itemize)

              	
                ________________

              	
                (21)

              
	
                 

              	
                _________________________________________

              	
                ________________

              	
                (21)

              


        	
                 

              	
                Total
                  Credits

              	
                $________________

              	
                (22)

              
	
                 

              	
                Total
                  Realized Loss (or Amount of Gain)

              	
                $________________

              	
                (23)

              
	
              	
              	
              	
              	
              


         

         


        

        
        

         

        Escrow
          Disbursement Detail

         

         

        	
                Type

                (Tax
                  /Ins.)

              	
                Date
                  Paid

              	
                Period
                  of Coverage

              	
                Total
                  Paid

              	
                Base
                  Amount

              	
                Penalties

              	
                Interest

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              


         

         


        

        
        

         

        SCHEDULE
          1

        MORTGAGE
          LOAN SCHEDULE

        Available
          Upon
          Request.


        

        
        

         

        SCHEDULE
          2

        PREPAYMENT
          CHARGE SCHEDULE

        Available
          Upon Request