Unassociated Document


    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    Depositor

     

    


     

    OCWEN
      LOAN SERVICING, LLC

     

    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-AM1

    Mortgage
      Pass-Through Certificates

    Series
      2006-AM1

     

    



    
      
        
          


          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    


    TABLE
      OF
      CONTENT

    


    
      	
              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.

            
	
              SECTION
                2.08.

            	
              Purposes
                of the Trust.

               

            
	
              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
                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 Mortgage Rates and Monthly
                Payments.

            
	
              SECTION
                3.26.

            	
              Advance
                Facility

               

            
	
              ARTICLE
                IIIA

            
	
              ADMINISTRATION
                AND SERVICING OF THE MORTGAGE LOANS

               

            
	
              SECTION
                3A.01.

            	
              Master
                Servicer to Act as Master Servicer

            
	
              SECTION
                3A.02.

            	
              [Reserved].

            
	
              SECTION
                3A.03.

            	
              Monitoring
                of Servicer.

            
	
              SECTION
                3A.04.

            	
              Fidelity
                Bond

            
	
              SECTION
                3A.05.

            	
              Power
                to Act; Procedures.

            
	
              SECTION
                3A.06.

            	
              Due
                on Sale Clauses; Assumption Agreements.

            
	
              SECTION
                3A.07.

            	
              [Reserved].

            
	
              SECTION
                3A.08.

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

            
	
              SECTION
                3A.09.

            	
              Compensation
                for the Master Servicer.

            
	
              SECTION
                3A.10.

            	
              Obligations
                of the Master Servicer in Respect of Prepayment Interest
                Shortfalls.

            
	
              SECTION
                3A.11.

            	
              Distribution
                Account.

            
	
              SECTION
                3A.12.

            	
              Permitted
                Withdrawals and Transfers from the Distribution Account.

               

            
	
              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.

            
	
              SECTION
                4.10.

            	
              Cap
                Account.

               

            
	
              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 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 M-12 Certificate

            
	
              Exhibit
                A-17

            	
              Form
                of Class CE Certificate

            
	
              Exhibit
                A-18

            	
              Form
                of Class P Certificate

            
	
              Exhibit
                A-19

            	
              Form
                of Class R Certificate

            
	
              Exhibit
                A-20

            	
              Form
                of Class R-X Certificate

            
	
              Exhibit
                B

            	
              [Reserved]

            
	
              Exhibit
                C-1

            	
              Form
                of Initial Certification

            
	
              Exhibit
                C-2

            	
              Form
                of Final Certification

            
	
              Exhibit
                D

            	
              Form
                of Assignment 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 by the Servicer to the Master
                Servicer

            
	
              Exhibit
                K

            	
              Annual
                Statement of Compliance pursuant to Section 3.20

            
	
              Exhibit
                L

            	
              Form
                of Cap Contract

            
	
              Exhibit
                M

            	
              Form
                of Interest Rate Swap Agreement

            
	
              Exhibit
                N

            	
              Servicing
                Criteria to Be Addressed in Assessment of Compliance

            
	
              Exhibit
                O

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

            
	
              Exhibit
                P

            	
              Additional
                Disclosure Notification

            
	
              Exhibit
                Q-1

            	
              Form
                of Delinquency Report

            
	
              Exhibit
                Q-2

            	
              Form
                of Monthly Remittance Advice

            
	
              Exhibit
                Q-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, OCWEN
      LOAN
      SERVICING, LLC 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 Cap Contract,
      the Cap 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)

            	 	
              $

            	
              17,593,710.41

            	 	
              December
                25, 2035

            	 
	
              I-1-A

            	 	
              Variable(2)

            	 	
              $

            	
              2,225,497.50

            	 	
              December
                25, 2035

            	 
	
              I-1-B

            	 	
              Variable(2)

            	 	
              $

            	
              2,225,497.50

            	 	
              December
                25, 2035

            	 
	
              I-2-A

            	 	
              Variable(2)

            	 	
              $

            	
              2,682,675.00

            	 	
              December
                25, 2035

            	 
	
              I-2-B

            	 	
              Variable(2)

            	 	
              $

            	
              2,682,675.00

            	 	
              December
                25, 2035

            	 
	
              I-3-A

            	 	
              Variable(2)

            	 	
              $

            	
              3,132,202.50

            	 	
              December
                25, 2035

            	 
	
              I-3-B

            	 	
              Variable(2)

            	 	
              $

            	
              3,132,202.50

            	 	
              December
                25, 2035

            	 
	
              I-4-A

            	 	
              Variable(2)

            	 	
              $

            	
              3,574,218.75

            	 	
              December
                25, 2035

            	 
	
              I-4-B

            	 	
              Variable(2)

            	 	
              $

            	
              3,574,218.75

            	 	
              December
                25, 2035

            	 
	
              I-5-A

            	 	
              Variable(2)

            	 	
              $

            	
              4,005,730.00

            	 	
              December
                25, 2035

            	 
	
              I-5-B

            	 	
              Variable(2)

            	 	
              $

            	
              4,005,730.00

            	 	
              December
                25, 2035

            	 
	
              I-6-A

            	 	
              Variable(2)

            	 	
              $

            	
              4,423,721.25

            	 	
              December
                25, 2035

            	 
	
              I-6-B

            	 	
              Variable(2)

            	 	
              $

            	
              4,423,721.25

            	 	
              December
                25, 2035

            	 
	
              I-7-A

            	 	
              Variable(2)

            	 	
              $

            	
              4,825,181.25

            	 	
              December
                25, 2035

            	 
	
              I-7-B

            	 	
              Variable(2)

            	 	
              $

            	
              4,825,181.25

            	 	
              December
                25, 2035

            	 
	
              I-8-A

            	 	
              Variable(2)

            	 	
              $

            	
              5,205,500.00

            	 	
              December
                25, 2035

            	 
	
              I-8-B

            	 	
              Variable(2)

            	 	
              $

            	
              5,205,500.00

            	 	
              December
                25, 2035

            	 
	
              I-9-A

            	 	
              Variable(2)

            	 	
              $

            	
              5,216,952.50

            	 	
              December
                25, 2035

            	 
	
              I-9-B

            	 	
              Variable(2)

            	 	
              $

            	
              5,216,952.50

            	 	
              December
                25, 2035

            	 
	
              I-10-A

            	 	
              Variable(2)

            	 	
              $

            	
              6,907,541.25

            	 	
              December
                25, 2035

            	 
	
              I-10-B

            	 	
              Variable(2)

            	 	
              $

            	
              6,907,541.25

            	 	
              December
                25, 2035

            	 
	
              I-11-A

            	 	
              Variable(2)

            	 	
              $

            	
              7,557,740.00

            	 	
              December
                25, 2035

            	 
	
              I-11-B

            	 	
              Variable(2)

            	 	
              $

            	
              7,557,740.00

            	 	
              December
                25, 2035

            	 
	
              I-12-A

            	 	
              Variable(2)

            	 	
              $

            	
              7,199,367.50

            	 	
              December
                25, 2035

            	 
	
              I-12-B

            	 	
              Variable(2)

            	 	
              $

            	
              7,199,367.50

            	 	
              December
                25, 2035

            	 
	
              I-13-A

            	 	
              Variable(2)

            	 	
              $

            	
              6,858,116.25

            	 	
              December
                25, 2035

            	 
	
              I-13-B

            	 	
              Variable(2)

            	 	
              $

            	
              6,858,116.25

            	 	
              December
                25, 2035

            	 
	
              I-14-A

            	 	
              Variable(2)

            	 	
              $

            	
              6,533,162.50

            	 	
              December
                25, 2035

            	 
	
              I-14-B

            	 	
              Variable(2)

            	 	
              $

            	
              6,533,162.50

            	 	
              December
                25, 2035

            	 
	
              I-15-A

            	 	
              Variable(2)

            	 	
              $

            	
              6,223,723.75

            	 	
              December
                25, 2035

            	 
	
              I-15-B

            	 	
              Variable(2)

            	 	
              $

            	
              6,223,723.75

            	 	
              December
                25, 2035

            	 
	
              I-16-A

            	 	
              Variable(2)

            	 	
              $

            	
              5,929,055.00

            	 	
              December
                25, 2035

            	 
	
              I-16-B

            	 	
              Variable(2)

            	 	
              $

            	
              5,929,055.00

            	 	
              December
                25, 2035

            	 
	
              I-17-A

            	 	
              Variable(2)

            	 	
              $

            	
              5,648,446.25

            	 	
              December
                25, 2035

            	 
	
              I-17-B

            	 	
              Variable(2)

            	 	
              $

            	
              5,648,446.25

            	 	
              December
                25, 2035

            	 
	
              I-18-A

            	 	
              Variable(2)

            	 	
              $

            	
              5,386,557.50

            	 	
              December
                25, 2035

            	 
	
              I-18-B

            	 	
              Variable(2)

            	 	
              $

            	
              5,386,557.50

            	 	
              December
                25, 2035

            	 
	
              I-19-A

            	 	
              Variable(2)

            	 	
              $

            	
              8,449,795.00

            	 	
              December
                25, 2035

            	 
	
              I-19-B

            	 	
              Variable(2)

            	 	
              $

            	
              8,449,795.00

            	 	
              December
                25, 2035

            	 
	
              I-20-A

            	 	
              Variable(2)

            	 	
              $

            	
              9,713,545.00

            	 	
              December
                25, 2035

            	 
	
              I-20-B

            	 	
              Variable(2)

            	 	
              $

            	
              9,713,545.00

            	 	
              December
                25, 2035

            	 
	
              I-21-A

            	 	
              Variable(2)

            	 	
              $

            	
              8,696,808.75

            	 	
              December
                25, 2035

            	 
	
              I-21-B

            	 	
              Variable(2)

            	 	
              $

            	
              8,696,808.75

            	 	
              December
                25, 2035

            	 
	
              I-22-A

            	 	
              Variable(2)

            	 	
              $

            	
              7,786,137.50

            	 	
              December
                25, 2035

            	 
	
              I-22-B

            	 	
              Variable(2)

            	 	
              $

            	
              7,786,137.50

            	 	
              December
                25, 2035

            	 
	
              I-23-A

            	 	
              Variable(2)

            	 	
              $

            	
              6,976,557.50

            	 	
              December
                25, 2035

            	 
	
              I-23-B

            	 	
              Variable(2)

            	 	
              $

            	
              6,976,557.50

            	 	
              December
                25, 2035

            	 
	
              I-24-A

            	 	
              Variable(2)

            	 	
              $

            	
              4,753,267.50

            	 	
              December
                25, 2035

            	 
	
              I-24-B

            	 	
              Variable(2)

            	 	
              $

            	
              4,753,267.50

            	 	
              December
                25, 2035

            	 
	
              I-25-A

            	 	
              Variable(2)

            	 	
              $

            	
              3,445,238.75

            	 	
              December
                25, 2035

            	 
	
              I-25-B

            	 	
              Variable(2)

            	 	
              $

            	
              3,445,238.75

            	 	
              December
                25, 2035

            	 
	
              I-26-A

            	 	
              Variable(2)

            	 	
              $

            	
              3,248,605.00

            	 	
              December
                25, 2035

            	 
	
              I-26-B

            	 	
              Variable(2)

            	 	
              $

            	
              3,248,605.00

            	 	
              December
                25, 2035

            	 
	
              I-27-A

            	 	
              Variable(2)

            	 	
              $

            	
              32,480,933.75

            	 	
              December
                25, 2035

            	 
	
              I-27-B

            	 	
              Variable(2)

            	 	
              $

            	
              32,480,933.75

            	 	
              December
                25, 2035

            	 
	
              I-28-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,110,586.25

            	 	
              December
                25, 2035

            	 
	
              I-28-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,110,586.25

            	 	
              December
                25, 2035

            	 
	
              I-29-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,055,672.50

            	 	
              December
                25, 2035

            	 
	
              I-29-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,055,672.50

            	 	
              December
                25, 2035

            	 
	
              I-30-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,003,646.25

            	 	
              December
                25, 2035

            	 
	
              I-30-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,003,646.25

            	 	
              December
                25, 2035

            	 
	
              I-31-A

            	 	
              Variable(2)

            	 	
              $

            	
              954,345.00

            	 	
              December
                25, 2035

            	 
	
              I-31-B

            	 	
              Variable(2)

            	 	
              $

            	
              954,345.00

            	 	
              December
                25, 2035

            	 
	
              I-32-A

            	 	
              Variable(2)

            	 	
              $

            	
              907,611.25

            	 	
              December
                25, 2035

            	 
	
              I-32-B

            	 	
              Variable(2)

            	 	
              $

            	
              907,611.25

            	 	
              December
                25, 2035

            	 
	
              I-33-A

            	 	
              Variable(2)

            	 	
              $

            	
              2,064,828.75

            	 	
              December
                25, 2035

            	 
	
              I-33-B

            	 	
              Variable(2)

            	 	
              $

            	
              2,064,828.75

            	 	
              December
                25, 2035

            	 
	
              I-34-A

            	 	
              Variable(2)

            	 	
              $

            	
              748,295.00

            	 	
              December
                25, 2035

            	 
	
              I-34-B

            	 	
              Variable(2)

            	 	
              $

            	
              748,295.00

            	 	
              December
                25, 2035

            	 
	
              I-35-A

            	 	
              Variable(2)

            	 	
              $

            	
              712,917.50

            	 	
              December
                25, 2035

            	 
	
              I-35-B

            	 	
              Variable(2)

            	 	
              $

            	
              712,917.50

            	 	
              December
                25, 2035

            	 
	
              I-36-A

            	 	
              Variable(2)

            	 	
              $

            	
              679,328.75

            	 	
              December
                25, 2035

            	 
	
              I-36-B

            	 	
              Variable(2)

            	 	
              $

            	
              679,328.75

            	 	
              December
                25, 2035

            	 
	
              I-37-A

            	 	
              Variable(2)

            	 	
              $

            	
              647,432.50

            	 	
              December
                25, 2035

            	 
	
              I-37-B

            	 	
              Variable(2)

            	 	
              $

            	
              647,432.50

            	 	
              December
                25, 2035

            	 
	
              I-38-A

            	 	
              Variable(2)

            	 	
              $

            	
              617,136.25

            	 	
              December
                25, 2035

            	 
	
              I-38-B

            	 	
              Variable(2)

            	 	
              $

            	
              617,136.25

            	 	
              December
                25, 2035

            	 
	
              I-39-A

            	 	
              Variable(2)

            	 	
              $

            	
              588,358.75

            	 	
              December
                25, 2035

            	 
	
              I-39-B

            	 	
              Variable(2)

            	 	
              $

            	
              588,358.75

            	 	
              December
                25, 2035

            	 
	
              I-40-A

            	 	
              Variable(2)

            	 	
              $

            	
              561,016.25

            	 	
              December
                25, 2035

            	 
	
              I-40-B

            	 	
              Variable(2)

            	 	
              $

            	
              561,016.25

            	 	
              December
                25, 2035

            	 
	
              I-41-A

            	 	
              Variable(2)

            	 	
              $

            	
              535,033.75

            	 	
              December
                25, 2035

            	 
	
              I-41-B

            	 	
              Variable(2)

            	 	
              $

            	
              535,033.75

            	 	
              December
                25, 2035

            	 
	
              I-42-A

            	 	
              Variable(2)

            	 	
              $

            	
              510,338.75

            	 	
              December
                25, 2035

            	 
	
              I-42-B

            	 	
              Variable(2)

            	 	
              $

            	
              510,338.75

            	 	
              December
                25, 2035

            	 
	
              I-43-A

            	 	
              Variable(2)

            	 	
              $

            	
              11,326,175.00

            	 	
              December
                25, 2035

            	 
	
              I-43-B

            	 	
              Variable(2)

            	 	
              $

            	
              11,326,175.00

            	 	
              December
                25, 2035

            	 
	
              I-LTP

            	 	
              Variable(2)

            	 	
              $

            	
              100.00

            	 	
              December
                25, 2035

            	 


    

    ________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                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
      Class R-II Interest will be the sole class of “residual interests” in REMIC II
      for purposes of the REMIC Provisions. 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)

            	
              $

            	
              415,335,476.20

            	
              December
                25, 2035

            
	
              II-LTA1

            	
              Variable(2)

            	
              $

            	
              1,906,350.00

            	
              December
                25, 2035

            
	
              II-LTA2

            	
              Variable(2)

            	
              $

            	
              488,780.00

            	
              December
                25, 2035

            
	
              II-LTA3

            	
              Variable(2)

            	
              $

            	
              624,090.00

            	
              December
                25, 2035

            
	
              II-LTA4

            	
              Variable(2)

            	
              $

            	
              208,100.00

            	
              December
                25, 2035

            
	
              II-LTM1

            	
              Variable(2)

            	
              $

            	
              154,690.00

            	
              December
                25, 2035

            
	
              II-LTM2

            	
              Variable(2)

            	
              $

            	
              146,210.00

            	
              December
                25, 2035

            
	
              II-LTM3

            	
              Variable(2)

            	
              $

            	
              91,110.00

            	
              December
                25, 2035

            
	
              II-LTM4

            	
              Variable(2)

            	
              $

            	
              76,280.00

            	
              December
                25, 2035

            
	
              II-LTM5

            	
              Variable(2)

            	
              $

            	
              76,280.00

            	
              December
                25, 2035

            
	
              II-LTM6

            	
              Variable(2)

            	
              $

            	
              65,690.00

            	
              December
                25, 2035

            
	
              II-LTM7

            	
              Variable(2)

            	
              $

            	
              61,450.00

            	
              December
                25, 2035

            
	
              II-LTM8

            	
              Variable(2)

            	
              $

            	
              55,090.00

            	
              December
                25, 2035

            
	
              II-LTM9

            	
              Variable(2)

            	
              $

            	
              42,380.00

            	
              December
                25, 2035

            
	
              II-LTM10

            	
              Variable(2)

            	
              $

            	
              44,500.00

            	
              December
                25, 2035

            
	
              II-LTM11

            	
              Variable(2)

            	
              $

            	
              38,140.00

            	
              December
                25, 2035

            
	
              II-LTM12

            	
              Variable(2)

            	
              $

            	
              38,140.00

            	
              December
                25, 2035

            
	
              II-LTZZ

            	
              Variable(2)

            	
              $

            	
              4,358,954.21

            	
              December
                25, 2035

            
	
              II-LTP

            	
              Variable(2)

            	
              $

            	
              100.00

            	
              December
                25, 2035

            
	
              II-LTIO

            	
              Variable(2)

            	 	
              N/A

            	
              December
                25, 2035

            


    

    ________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations,
                the
                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 and
      the Class R 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)

            	
              $

            	
              190,635,000.00

            	
              December
                25, 2035

            
	
              Class
                A-2

            	
              Variable(2)

            	
              $

            	
              48,878,000.00

            	
              December
                25, 2035

            
	
              Class
                A-3

            	
              Variable(2)

            	
              $

            	
              62,409,000.00

            	
              December
                25, 2035

            
	
              Class
                A-4

            	
              Variable(2)

            	
              $

            	
              20,810,000.00

            	
              December
                25, 2035

            
	
              Class
                M-1

            	
              Variable(2)

            	
              $

            	
              15,469,000.00

            	
              December
                25, 2035

            
	
              Class
                M-2

            	
              Variable(2)

            	
              $

            	
              14,621,000.00

            	
              December
                25, 2035

            
	
              Class
                M-3

            	
              Variable(2)

            	
              $

            	
              9,111,000.00

            	
              December
                25, 2035

            
	
              Class
                M-4

            	
              Variable(2)

            	
              $

            	
              7,628,000.00

            	
              December
                25, 2035

            
	
              Class
                M-5

            	
              Variable(2)

            	
              $

            	
              7,628,000.00

            	
              December
                25, 2035

            
	
              Class
                M-6

            	
              Variable(2)

            	
              $

            	
              6,569,000.00

            	
              December
                25, 2035

            
	
              Class
                M-7

            	
              Variable(2)

            	
              $

            	
              6,145,000.00

            	
              December
                25, 2035

            
	
              Class
                M-8

            	
              Variable(2)

            	
              $

            	
              5,509,000.00

            	
              December
                25, 2035

            
	
              Class
                M-9

            	
              Variable(2)

            	
              $

            	
              4,238,000.00

            	
              December
                25, 2035

            
	
              Class
                M-10

            	
              Variable(2)

            	
              $

            	
              4,450,000.00

            	
              December
                25, 2035

            
	
              Class
                M-11

            	
              Variable(2)

            	
              $

            	
              3,814,000.00

            	
              December
                25, 2035

            
	
              Class
                M-12

            	
              Variable(2)

            	
              $

            	
              3,814,000.00

            	
              December
                25, 2035

            
	
              Class
                CE Interest

            	
              Variable(3)

            	
              $

            	
              12,083,710.41

            	
              December
                25, 2035

            
	
              Class
                P Interest

            	
              N/A(4)

            	
              $

            	
              100.00

            	
              December
                25, 2035

            
	
              Class
                Swap-IO Interest

            	
              N/A(5)

            	 	
              N/A

            	
              December
                25, 2035

            


    

    _______________

    (1) For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
      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)

            	
              $12,083,710.41

            	
              December
                25, 2035

            


    

    _______________

    (1) For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the
      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

            	
              December
                25, 2035

            


    

    _______________

    (1) For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the
      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

            	 	
              December
                25, 2035

            	 


    

    ________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                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 $423,811,810.41.

     

    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 Administration Fee Rate; (ii) the Servicing Fee Rate and (iii)
      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 Administration Fee Rate; (ii) the Servicing Fee Rate and (iii)
      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.

     

    “Administration
      Fee”: The amount payable to the Trust Administrator on each Distribution Date
      pursuant to Section 8.05 as compensation for all services rendered by the Trust
      Administrator in the execution and administration of the trust created hereby
      and in the exercise and performance of any of the powers and duties of the
      Trust
      Administrator hereunder, which amount, with respect to the Mortgage Loans and
      REO Properties and for any calendar month, shall be equal to one-twelfth of
      the
      Administration Fee Rate (without regard to the words “per annum” in the
      definition thereof) multiplied by the Stated Principal Balance of the Mortgage
      Loans as of the first day of the related Due Period. The fee payable to the
      Trustee for all services rendered by it in the exercise and performance of
      any
      of its respective powers and duties hereunder will be paid by the Trust
      Administrator on an annual basis from its own funds in accordance with a
      separate agreement between the Trust Administrator and the Trustee.

     

    “Administration
      Fee Rate”: 0.0095% per annum. 

     

    “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.

     

    “Assignment
      Agreement”: The Assignment, Assumption and Recognition Agreement, dated February
      27, 2006, among the Depositor, the Seller and the Originator, a form of which
      is
      attached hereto as Exhibit D pursuant to which the Seller assigns its rights
      under the Originator Master Agreement to the Depositor.

     

    “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, (e) the
      Administration Fee and 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 the State of California, the State of
      Florida, the State of New York, or in any city 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.

     

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

     

    “Cap
      Contract”: The cap contract between the Trust Administrator on behalf of the
      Trust and the counterparty thereunder relating to the Class A Certificates
      and
      the Mezzanine Certificates.

     

    “Certificate”:
      Any one of the Mortgage Pass-Through Certificates, Series 2006-AM1, 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 M-12, Class CE, Class P, Class R and 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

            	
              0.130

            	
              0.260

            
	
              A-3

            	
              II-LTA3

            	
              0.190

            	
              0.380

            
	
              A-4

            	
              II-LTA4

            	
              0.290

            	
              0.580

            
	
              M-1

            	
              II-LTM1

            	
              0.370

            	
              0.555

            
	
              M-2

            	
              II-LTM2

            	
              0.390

            	
              0.585

            
	
              M-3

            	
              II-LTM3

            	
              0.410

            	
              0.615

            
	
              M-4

            	
              II-LTM4

            	
              0.520

            	
              0.780

            
	
              M-5

            	
              II-LTM5

            	
              0.550

            	
              0.825

            
	
              M-6

            	
              II-LTM6

            	
              0.650

            	
              0.975

            
	
              M-7

            	
              II-LTM7

            	
              1.250

            	
              1.875

            
	
              M-8

            	
              II-LTM8

            	
              1.450

            	
              2.175

            
	
              M-9

            	
              II-LTM9

            	
              2.450

            	
              3.675

            
	
              M-10

            	
              II-LTM10

            	
              2.500

            	
              3.750

            
	
              M-11

            	
              II-LTM11

            	
              2.500

            	
              3.750

            
	
              M-12

            	
              II-LTM12

            	
              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.

            


    

    


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

     

    “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 Seller,
      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 and the
      Trustee and the NIMS Insurer may conclusively rely upon a certificate of the
      Depositor, the Seller, 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 Class A-1 Certificate, Class A-2 Certificate, Class A-3
      Certificate or Class A-4 Certificate.

     

    “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-17 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) 59.60%
      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 $2,119,059.05.

     

    “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) 66.50% 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
      $2,119,059.05.

     

    “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) 70.80% 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 $2,119,059.05.

     

    “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) 74.40% 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
      $2,119,059.05.

     

    “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) 78.00% 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 $2,119,059.05.

     

    “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) 81.10% 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
      $2,119,059.05.

     

    “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) 84.00% 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 $2,119,059.05.

     

    “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) 86.60% 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
      $2,119,059.05.

     

    “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) 88.60% 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 $2,119,059.05.

     

    “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) 90.70% 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
      $2,119,059.05.

     

    “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) 92.50% 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 $2,119,059.05.

     

    “Class
      M-12 Certificate”: Any one of the Class M-12 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 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-12 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), (xii) the Certificate Principal
      Balance of the Class M-11 Certificates (after taking into account the
      distribution of the Class M-11 Principal Distribution Amount on such
      Distribution Date) and (xiii) the Certificate Principal Balance of the Class
      M-12 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 $2,286,535.98.

     

    “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-18 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-19 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-20 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 27, 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 “Ocwen Loan Servicing, LLC, as Servicer for U.S. Bank National
      Association, as Trustee, in trust for the registered holders of MASTR Asset
      Backed Securities Trust 2006-AM1 Mortgage Pass-Through Certificates.” The
      Collection Account must be an Eligible Account.

     

    “Combined
      Loan-to-Value Ratio”: With respect to any second lien Mortgage Loan and as of
      any date of determination, the fraction, expressed as a percentage, the
      numerator of which is the sum of (i) the principal balance of the related
      Mortgage Loan at such date and (ii) the principal balance of any related first
      lien Mortgage Loan and the denominator of which is the Value of the related
      Mortgaged Property

     

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

     

    “Compensating
      Interest”: With respect to the Servicer and any Principal Prepayment in full,
      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-AM1, 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, 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-AM1 and (B) for all other
      purposes, Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland
      21045, Attention: Corporate Trust Services—MASTR 2006-AM1, 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, 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-LTM12

            	
              Class
                M-12

            
	
              II-LTP

            	
              Class
                P

            


    

    


    “Credit
      Enhancement Percentage”: For any Distribution Date, the percentage equivalent of
      a fraction, the numerator of which is (x) the aggregate Certificate Principal
      Balance of the Mezzanine Certificates and the Class CE Certificates and the
      denominator of which is (y) 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 Holders of the Certificates then entitled to distributions of
      principal on such Distribution Date.

     

    “Credit
      Risk Management Agreement”: The agreement between the Credit Risk Manager and
      the Servicer regarding the loss mitigation and advisory services to be provided
      by the Credit Risk Manager.

     

    “Credit
      Risk Manager”: Risk Management Group, LLC, a New York limited liability 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”: 0.01% 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, between the Trustee 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 Exchange Act.

     

    “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 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-AM1, Mortgage Pass-Through
      Certificates, Series 2006-AM1—Distribution Account,” and which shall 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 or
      A-1+ by S&P (or comparable ratings if Moody’s 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 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 or the Cap Contract 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
      the Originator, the Seller, 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.

     

    “Fixed-Rate
      Mortgage Loan”: Each of the Mortgage Loans identified in the Mortgage Loan
      Schedule as having a Mortgage Rate that is fixed for the entire term 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, Class M-11 and Class M-12
      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, REMIC II Regular Interest II-LTM11 and
      REMIC
      II Regular Interest II-LTM12 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 27, 2006 (together with the schedule thereto,
      the
      Master Agreement) between the Swap Provider and the Trust Administrator (in
      its
      capacity as Supplemental Interest Trust Trustee), an ISDA Credit Support Annex
      (Bilateral Form-New York Law) as of the same date, which supplements, forms
      part
      of, and is subject to the Master Agreement, and a confirmation of the same
      date,
      which supplements, forms part of, and is subject to 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 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, II-LTM12 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) (A) 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 and (B) an amount,
      expressed as a percentage, equal to a fraction, the numerator of which is equal
      to payments received under the Cap Contract 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 (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.

     

    “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 and REMIC II Regular Interest II-LTM12 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 Certificates, Class M-5 Certificates, Class M-6
      Certificate, Class M-7 Certificates, Class M-8 Certificates, Class M-9
      Certificates, Class M-10 Certificates or Class M-11 Certificates.

     

    “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 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”: Each 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 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:

     

    (1) the
      Mortgage Loan identifying number;

     

    (2) [reserved];

     

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

     

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

     

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

     

    (6) the
      original months to maturity;

     

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

     

    (8) the
      Loan-to-Value Ratio or Combined Loan-to-Value Ratio, as applicable, at
      origination;

     

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

     

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

     

    (11) the
      stated maturity date;

     

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

     

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

     

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

     

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

     

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

     

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

     

    (18) the
      Mortgage Rate at origination;

     

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

     

    (20) the
      risk
      grade assigned by the Originator;

     

    (21) the
      Value
      of the Mortgaged Property;

     

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

     

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

     

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

     

    (25) the
      rounding code;

     

    (26) the
      program code;

     

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

     

    (28) 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;

     

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

     

    (30) 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 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.

     

    “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 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, a per annum rate equal to the product of (x) 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 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
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
      and (y) 12.
      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 Originator, 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, REMIC II Regular Interest
      II-LTM11 and REMIC II Regular Interest II-LTM12 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
      Master Agreement”: The Master Bulk Sale and Interim Servicing Agreement, dated
      November 1, 2005, among the Seller, the Originator and Ellington Management
      Group, LLC, as amended (which agreement has been assigned to the Depositor
      and
      modified pursuant to the Assignment Agreement).

     

    “Originator”:
      Aames Capital 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 Distribution 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) approximately
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)
      approximately 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. Notwithstanding the foregoing, 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, II-LTM12 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:

     

    (1) 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;

     

    (2) (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 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;

     

    (3) 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 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;

     

    (4) 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;

     

    (5) 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 rating such paper in its highest short-term unsecured debt rating
      available at the time of such investment;

     

    (6) 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 and “Aaa”
by Moody’s; and

     

    (7) 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 (provided that such
      investments are money-market or other relatively risk-free instruments without
      options and with maturities no later than the expected Distribution Date) 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:

     

    (1) the
      Mortgage Loan identifying number;

     

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

     

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

     

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

     

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

     

    (6) 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 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”: With respect to any Distribution Date, the sum of (i) the
      Basic Principal Distribution Amount for such Distribution Date and (ii) the
      Extra Principal Distribution Amount for such Distribution Date.

     

    “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 (i) each
      scheduled payment of principal collected or advanced by the Servicer that were
      due during the related Due Period, (ii) the principal portion of all partial
      and
      full Principal Prepayments applied by the Servicer during the related Prepayment
      Period, (iii) the principal portion of all related Net Liquidation Proceeds,
      Insurance Proceeds and Subsequent Recoveries received during such Prepayment
      Period, (iv) that portion of the Purchase Price, representing principal of
      any
      repurchased Mortgage Loan, deposited to the Distribution Account during such
      Prepayment Period, (v) the principal portion of any related Substitution
      Adjustment Amounts deposited in the Distribution Account during such Prepayment
      Period and (vi) on the Distribution Date on which the Trust Fund is to be
      terminated pursuant to Section 9.01, that portion of the Termination Price,
      in respect of principal.

     

    “Prospectus
      Supplement”: That certain Prospectus Supplement dated February 17, 2006 relating
      to the public offering of the Class A Certificates and the Mezzanine
      Certificates (other than the Class M-5 Certificates, the Class M-6 Certificates,
      the Class M-7 Certificates and the Class M-12 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 Servicing
      Advances and 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)(9) 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. With respect to the Originator and any
      Mortgage Loan or REO Property to be purchased pursuant to or as contemplated
      by
      Section 2.03 or 10.01, and as confirmed by a certificate of a Servicing
      Officer to the Trustee and the Master Servicer, an amount equal to the amount
      set forth pursuant to the terms of the Originator Master Agreement.

     

    “Qualified
      Substitute Mortgage Loan”: With respect to the Seller, 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 (or in the case of a substitution of more than one mortgage
      loan for a Deleted Mortgage Loan, an aggregate 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 outstanding 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) if the
      Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have
      a
      Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted
      Mortgage Loan, (iv) if the Qualified Substitute Mortgage Loan is an
      Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the
      Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the Qualified
      Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a Gross
      Margin equal to or greater than the Gross Margin of the Deleted Mortgage Loan,
      (vi) if the Qualified Substitute Mortgage Loan is an 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) reserved, (viii) have a
      remaining term to maturity not greater than (and not more than one year less
      than) that of the Deleted Mortgage Loan, (ix) be current as of the date of
      substitution, (x) have a Loan-to-Value Ratio or Combined Loan-to-Value Ratio,
      as
      applicable, as of the date of substitution equal to or lower than the
      Loan-to-Value Ratio or Combined Loan-to-Value Ratio of the Deleted Mortgage
      Loan
      as of such date, (xi) have a risk grading determined by the related Originator
      at least equal to the risk grading assigned on the Deleted Mortgage Loan, (xii)
      have been underwritten or reunderwritten by the Originator in accordance with
      the same underwriting criteria and guidelines as the Deleted Mortgage Loan
      and
      (xiii) conform to each representation and warranty assigned to the Depositor
      pursuant to the Assignment Agreement. 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
      Stated Principal Balance, the Mortgage Rates described in clauses (ii) through
      (vi) hereof shall be satisfied for each such mortgage loan, the risk gradings
      described in clause (xi) hereof shall be satisfied as to each such mortgage
      loan, the terms described in clause (viii) hereof shall be determined on the
      basis of weighted average remaining term to maturity (provided that no such
      mortgage loan may have a remaining term to maturity longer than the Deleted
      Mortgage Loan), the Loan-to-Value Ratios or Combined Loan-to-Value Ratios
      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. With respect to the Originator, a mortgage loan substituted
      for
      a Deleted Mortgage Loan pursuant to the terms of the Originator Master Agreement
      which must, on the date of such substitution conform to the terms set forth
      in
      the Originator Master Agreement.

     

    “Rating
      Agency” or “Rating Agencies”: Moody’s 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
      Originator Master Agreement (assigned to the Depositor pursuant to the
      Assignment Agreement); (v) the Collection Account (other than any amounts
      representing any Servicer Prepayment Charge Payment Amounts), the Distribution
      Account (other than any amounts representing any Servicer Prepayment Charge
      Payment Amounts) 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 Cap Contract, the Cap Account,
      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 and REMIC I Regular
      Interest P, 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 9.510%. 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) 9.510% 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, REMIC
      II
      Regular Interest II-LTM11 and REMIC II Regular Interest II-LTM12, 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, REMIC II Regular Interest
      II-LTM12 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, REMIC II Regular Interest
      II-LTM12, 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-LTM12, 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-LTM12, 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-43-A

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

            
	
              2

            	
              I-2-A
                through I-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-23-A
                through I-43-A

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

            
	 	
              I-1-A
                through I-22-A

            	
              REMIC
                I Remittance Rate

            
	
              24

            	
              I-24-A
                through I-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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-43-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
                and I-43-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

            	
              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

            
	
              thereafter

            	
              I-41-A
                through I-43-A

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

            


    

    


    With
      respect to REMIC 2 Regular Interest LT-IO, the excess of (i) the weighted
      average of the REMIC I Remittance Rates for REMIC I Regular Interests ending
      with the designation “A”, over (ii) 2 multiplied by Swap LIBOR.

     

    “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 the 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 the Class SWAP-IO Interest
      conveyed in trust to the Trustee, for the benefit of the Holders of 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
      VI
      Regular Interest”: REMIC VI Regular Interest SWAP-IO. 

     

    “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 Servicing Advances and 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 agreeable by the Trust Administrator 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”:
      Ocwen Mortgage Asset Trust I, or its successor in interest, in its capacity
      as
      assignor under the Assignment 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) 52.30% 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 $2,119,059.05.

     

    “Servicer”:
      Ocwen Loan Servicing, LLC or its successor in interest, in its capacity as
      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 preceding such 18th
      day.

     

    “Servicing
      Advances”: All customary, reasonable and necessary “out of pocket” costs and
      expenses (including reasonable attorneys’ fees and disbursements), other than
      Advances, incurred by the Servicer or a prior servicer (to be reimbursed by
      the
      Servicer) prior to, on or after the Cut-off Date in the performance of its
      servicing obligations, including, but not limited to, the cost of (i) the
      preservation, restoration, inspection and protection of the Mortgaged Property,
      (ii) any enforcement or judicial proceedings, including foreclosures, in respect
      of a particular Mortgage Loan, (iii) the management and liquidation of the
      REO
      Property (including any fees of an independent contractor (such as a real estate
      broker) engaged by the Servicer in connection with such activity), (iv) taxes,
      assessments, water rates, sewer rents and other charges which are or may become
      a lien upon the Mortgaged Property and (v) obtaining any legal documentation
      required to be included in the Mortgage File and/or correcting any outstanding
      title issues (i.e. any lien or encumbrance on the Mortgaged Property that
      prevents the effective enforcement of the intended lien position) reasonably
      necessary for the Servicer to perform its obligations under this Agreement.
      Servicing Advances 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 that would be a Nonrecoverable Servicing
      Advance.

     

    “Servicing
      Fee”: With respect to each Mortgage Loan and for any calendar month, an amount
      equal to one-twelfth of the Servicing Fee Rate (without regards to the words
      “per annum” in the definition thereof) multiplied by the Stated Principal
      Balance of the Mortgage Loans as of the first day of the related Due
      Period.

     

    “Servicing
      Fee Rate”: 0.50% per annum.

     

    “Servicing
      Officer”: Any officer of the Servicer involved in or responsible for the
      administration and servicing of the Mortgage Loans, whose name appears on a
      list
      of servicing officers furnished by the Servicer to the Master Servicer, the
      Trust Administrator and the Trustee, 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 Trust Administrator and the Trustee
      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 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 Master Servicer to correct any errors or insufficiencies in the servicing
      data or otherwise to enable 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 but prior to distribution of the Principal
      Distribution Amount to the Certificates then entitled to distributions of
      principal on such Distribution Date) is equal to or greater than
      47.70%.

     

    “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 meeting
      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
      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 Interest Rate Swap
      Agreement.

     

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

     

    “Swap
      Provider”: Bear
      Stearns Financial Products, Inc.

     

    “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:

     

    (a) the
      Delinquency Percentage exceeds 33.54% of the Credit Enhancement Percentage;
      or

     

    (b) 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

            	
              1.55%,
                plus 1/12th
                of
                1.95% for each month thereafter

            
	
              March
                2009 through February 2010

            	
              3.50%,
                plus 1/12th
                of
                1.25% for each month thereafter

            
	
              March
                2010 through February 2011

            	
              4.75%,
                plus 1/12th
                of
                1.00% for each month thereafter

            
	
              March
                2011 through February 2012

            	
              5.75%,
                plus 1/12th
                of
                0.25% for each month thereafter

            
	
              March
                2012 and thereafter

            	
              6.00%

            


    

    


    “Trust”:
      MASTR Asset Backed Securities Trust 2006-AM1.

     

    “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, the Cap
      Contract, the Cap Account, the Interest Rate Swap Agreement, 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 or 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-43-A 

            
	
              2

            	
              I-2-A
                through I-43-A 

            
	
              3

            	
              I-3-A
                through I-43-A 

            
	
              4

            	
              I-4-A
                through I-43-A 

            
	
              5

            	
              I-5-A
                through I-43-A 

            
	
              6

            	
              I-6-A
                through I-43-A 

            
	
              7

            	
              I-7-A
                through I-43-A 

            
	
              8

            	
              I-8-A
                through I-43-A

            
	
              9

            	
              I-9-A
                through I-43-A 

            
	
              10

            	
              I-10-A
                through I-43-A 

            
	
              11

            	
              I-11-A
                through I-43-A 

            
	
              12

            	
              I-12-A
                through I-43-A 

            
	
              13

            	
              I-13-A
                through I-43-A 

            
	
              14

            	
              I-14-A
                through I-43-A 

            
	
              15

            	
              I-15-A
                through I-43-A 

            
	
              16

            	
              I-16-A
                through I-43-A 

            
	
              17

            	
              I-17-A
                through I-43-A 

            
	
              18

            	
              I-18-A
                through I-43-A 

            
	
              19

            	
              I-19-A
                through I-43-A 

            
	
              20

            	
              I-20-A
                through I-43-A 

            
	
              21

            	
              I-21-A
                through I-43-A 

            
	
              22

            	
              I-22-A
                through I-43-A 

            
	
              23

            	
              I-23-A
                through I-43-A 

            
	
              24

            	
              I-24-A
                through I-43-A 

            
	
              25

            	
              I-25-A
                through I-43-A 

            
	
              26

            	
              I-26-A
                through I-43-A 

            
	
              27

            	
              I-27-A
                through I-43-A 

            
	
              28

            	
              I-28-A
                through I-43-A 

            
	
              29

            	
              I-29-A
                through I-43-A

            
	
              30

            	
              I-30-A
                through I-43-A 

            
	
              31

            	
              I-31-A
                through I-43-A 

            
	
              32

            	
              I-32-A
                through I-43-A 

            
	
              33

            	
              I-33-A
                through I-43-A 

            
	
              34

            	
              I-34-A
                through I-43-A 

            
	
              35

            	
              I-35-A
                through I-43-A 

            
	
              36

            	
              I-36-A
                through I-43-A 

            
	
              37

            	
              I-37-A
                through I-43-A 

            
	
              38

            	
              I-38-A
                through I-43-A 

            
	
              39

            	
              I-39-A
                through I-43-A

            
	
              40

            	
              I-40-A
                through I-43-A

            
	
              41

            	
              I-41-A
                through I-43-A

            
	
              42

            	
              I-42-A
                and I-43-A

            
	
              43

            	
              I-43-A
                

            
	
              thereafter

            	
              $0.00

            


    

    


    With
      respect to the 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:

     

    
      	 	
              (1)

            	
              the
                value thereof as determined by an appraisal made for the originator
                of the
                Mortgage Loan at the time of origination of the Mortgage Loan by
                an
                appraiser who met the minimum requirements of Fannie Mae and Freddie
                Mac;
                and

            


    

     

    
      	 	
              (2)

            	
              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 (which is a Mortgage Loan the
                proceeds
                of which were not used to purchase the related Mortgaged
                Property).

            


    

     

    “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. Notwithstanding the foregoing, to the extent that
      the
      Servicer or any of its Affiliates is a beneficial owner of any Certificates,
      the
      Percentage Interest in such Certificates held by the Servicer or its Affiliate
      shall not be entitled to any Voting Rights.

     

    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, REMIC II Regular Interest II-LTM12 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 Originator Master Agreement
      (as
      assigned to the Depositor pursuant to the Assignment Agreement), the Interest
      Rate Swap Agreement, the Swap Account, the Cap Contract, the Cap 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 execution copy of the Originator Master
      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.

     

    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 Trusete) 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 such party of the recording information for a Mortgage, but in no
      event later than ninety days following the Closing Date) enforce the obligations
      of the Originator pursuant to the terms of the Originator Master 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 the
      Originator pursuant to the terms of the Originator Master 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 the Originator
      pursuant to the terms of the Originator Master 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 wit 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 related Originator
      or
      the Seller 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.

     

    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 Seller, the Originator, 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 the Custodian on behalf of
      the
      Trustee), 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, the Seller, the Depositor, the Servicer or the
      Master 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 and the Cap Contract. 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 Cap Contract and shall do so solely in
      its
      capacity as Trust Administrator, 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 Interest Rate Swap Agreement and the Cap
      Contract, 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 the Mortgage Files held
      by such party and, to certify on the Closing Date (in substantially the form
      of
      the Initial Certification attached to the Custodial Agreement) 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 (i), (iii), (xi), (xii),
      (xv) and (xviii) 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 substantially
      the
      form of th Final Certification attached to the Custodial Agreement) evidencing
      the completeness of such 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 the Originator in the
      Originator Master Agreement or the Seller in the Assignment
      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 (or shall cause the Custodian on behalf of the Trustee) 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
      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 certifications required
      under such sections shall be performed by the Custodian pursuant to the terms
      and conditions of the Custodial Agreement.

     

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

     

    (a) Upon
      discovery or receipt of notice of any materially defective document in, or
      that
      a document is missing from, a Mortgage File or of the breach by the Originator
      or the Seller of any representation, warranty or covenant under the Originator
      Master Agreement or the Assignment Agreement, as applicable, (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 Trust
      Administrator shall
      promptly notify the Originator, the NIMS Insurer, the Seller, the Servicer,
      the
      Trustee and the Master Servicer of such defect, missing document or breach
      and
      request that the Originator or the Seller, as applicable, deliver such missing
      document or cure such defect or breach within 90 days from the date the
      Originator or the Seller, as applicable, was notified of such missing document,
      defect or breach, and if the Originator or the Seller, as applicable, does
      not
      deliver such missing
      document or cure such defect or breach in all material respects during such
      period, the Trustee, upon receipt of written notice of such failure from the
      Trust Administrator or the Servicer, shall enforce the obligations of the
      Originator or the Seller, as applicable, under the Originator Master Agreement
      or the Assignment Agreement, as applicable, 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 into the Collection
      Account and the Trustee (or the Custodian on behalf of the Trustee) upon receipt
      of written notice from the Servicer of such deposit, shall release to the
      Originator or the Seller, as applicable, the related Mortgage File and such
      party shall execute and deliver such instruments of transfer or assignment,
      in
      each case without recourse, as the Originator or the Seller, as applicable,
      shall furnish to it and as shall be necessary to vest in the Originator or
      the
      Seller, as applicable, any Mortgage Loan released pursuant hereto. In
      furtherance of the foregoing, if the Originator or the Seller, as applicable,
      is
      not a member of MERS and repurchases a Mortgage Loan which is registered on
      the
      MERS® System, the Originator 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 the Originator 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. The Trust Administrator, the Trustee or the
      Custodian, as applicable shall not 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 Originator Master Agreement or the
      Assignment Agreement, the Originator 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, the Originator 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 the Originator 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 the Originator or the Seller, as applicable,
      substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution
      shall be effected by the Originator 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, the Servicer
      and the Master Servicer, with respect to such Qualified Substitute Mortgage
      Loan
      or Loans, a certification (in substantially the form of the Initial
      Certification attached to the Custodial Agreement), 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, the Servicer and the Master Servicer a
      certification (in substantially the form of the Final Certification attached
      to
      the Custodial Agreement) 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 the Originator 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 the Originator 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 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, the Originator Master Agreement and
      the
      Assignment Agreement, as applicable, including, all applicable representations
      and warranties thereof included in the Originator Master Agreement and the
      Assignment Agreement.

     

    For
      any
      month in which the Originator 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, the Originator 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 the Originator 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, to the Originator or the Seller, as applicable, as shall
      be
      necessary to vest therein any Deleted Mortgage Loan released pursuant
      hereto.

     

    In
      addition, the Originator 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, an Originator, 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 Trust Administrator
      shall give written notice to the Originator and the Seller. In connection
      therewith, the Originator or the Seller 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) the
      Originator 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 the Originator or the Seller,
      as
      the case may be, under the Originator Master Agreement or the Assignment
      Agreement, as applicable, or (ii) the Seller, 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 Originator 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 Trustee and the Trust
      Administrator, for the benefit of each of the Trustee, the Trust Administrator
      and the Certificateholders, and to the Depositor that as of the Closing Date
      or
      as of such date specifically provided herein:

     

    (1) The
      Servicer is a limited liability company duly organized and validly existing
      under the laws of the State of Delaware and is duly authorized and qualified
      to
      transact any and all business contemplated by this Agreement to be conducted
      by
      the Servicer in any state in which a Mortgaged Property is located or is
      otherwise not required under applicable law to effect such qualification and,
      in
      any event, is in compliance with the doing business laws of any such State,
      to
      the extent necessary to ensure its ability to enforce each Mortgage Loan and
      to
      service the Mortgage Loans in accordance with the terms of this
      Agreement;

     

    (2) 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 due
      authorization, execution and delivery by the other parties hereto, constitutes
      a
      legal, valid and binding obligation of the 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;

     

    (3) 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
      certificate of formation or limited liability company agreement 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 or (y) the business, operations,
      financial condition, properties or assets of the Servicer taken as a
      whole;

     

    (4) The
      Servicer is a HUD approved servicer. 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;

     

    (5) 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;

     

    (6) No
      information, certificate of an officer, statement furnished in writing or report
      delivered to the Trustee by the Servicer in connection with the transactions
      contemplated hereby contains any untrue statement of a material fact or omits
      to
      state a material fact necessary in order to make the statements contained
      therein, in light of the circumstances under which they were made, not
      misleading (except to the extent that any such information, statement or report
      has been corrected or superseded in writing by the Servicer as of the Closing
      Date, it being understood (i) that the Servicer has delivered no certificate
      of
      an officer prior to the Closing Date and (ii) that any representations,
      warranties and indemnifications as to the accuracy and completeness of the
      Prospectus Supplement made by the Servicer in agreements and Officers’
Certificates delivered by the Servicer on the Closing Date in connection with
      the transactions contemplated by this Agreement shall be interpreted such that
      the information in the Prospectus Supplement provided by the Servicer is deemed
      to correct and/or supersede as of the Closing Date, within the meaning of this
      parenthetical, any information, statement or report delivered by the Servicer
      to
      the Trustee prior to the Closing Date that is inconsistent with the information
      in the Prospectus Supplement or that was omitted from such information,
      statement or report delivered prior to the Closing Date);

     

    (7) 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;

     

    (8) 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 validity or enforceability of, this
      Agreement;

     

    (9) 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; 

     

    (10) The
      Servicer will not waive any Prepayment Charge unless it is waived in accordance
      with the standard set forth in Section 3.01; and

     

    (11) With
      respect to each Mortgage Loan, the Servicer has fully and accurately furnished
      with respect to the period in which it serviced the Mortgage Loans, and will
      continue to fully and accurately furnish, 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.

     

    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 the Custodian and shall inure to the benefit of the Trustee, the
      Depositor and the Certificateholders. Upon discovery by any of the Depositor,
      the Servicer, the NIMS Insurer, 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 NIMS Insurer, the Trust Administrator
      and
      the Trustee. Notwithstanding the foregoing, within 90 days of the earlier of
      discovery by the Servicer or receipt of notice by the Servicer of the breach
      of
      the representation or covenant of the Servicer set forth in Section 2.05(a)(10)
      above which materially and adversely affects the interests of the Holders of
      the
      Class P Certificates in any Prepayment Charge, the Servicer must pay the amount
      of such waived Prepayment Charge, for the benefit of the Holders of the Class
      P
      Certificates, by depositing such amount into the Collection Account. The
      foregoing shall not, however, limit any remedies available to the
      Certificateholders, the Depositor, the Trust Administrator or the Trustee on
      behalf of the Certificateholders, pursuant to the Originator Master Agreement
      respecting a breach of the representations, warranties and covenants of the
      Originator made in its capacity as a party to the Originator Master
      Agreement.

     

    (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:

     

    (1) 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;

     

    (2) 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;

     

    (3) 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;

     

    (4) 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;

     

    (5) 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;

     

    (6) 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,

     

    (7) 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

     

    (8) 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, the Class P Interest and the 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 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 REMIC VI Regular
      Interest SWAP-IO constitute the entire beneficial ownership interest in REMIC
      IV, REMIC V and REMIC VI.

     

    SECTION
      2.08. Purposes
      of the Trust.

     

    The
      Trust
      formed hereunder is a common law trust, the purpose of which is to engage in
      the
      following activities:

     

    (a) acquire
      and hold the Mortgage Loans and the other assets of the Trust Fund and the
      proceeds therefrom;

     

    (b) to
      issue
      the Certificates sold to the Depositor in exchange for the Mortgage
      Loans;

     

    (c) to
      make
      payments on the Certificates;

     

    (d) to
      engage
      in those activities that are necessary, suitable or convenient to accomplish
      the
      foregoing or are incidental thereto or connected therewith; provided, however,
      that neither the Servicer nor the Trustee shall, under any circumstance, be
      permitted to sell any Mortgage Loan hereunder (other than with respect to the
      exercise of an optional purchase pursuant to Section 3.16 or a termination
      pursuant to Section 9.01); and

     

    (e) subject
      to compliance with this Agreement, to engage in such other activities as may
      be
      required in connection with conservation of the Trust Fund and the making of
      distributions to the Certificateholders.

     

    The
      Trust
      is hereby authorized to engage in the foregoing activities. Neither the Trustee
      nor the Trust Administrator shall cause the Trust to engage in any activity
      other than in connection with the foregoing or other than as required or
      authorized by the terms of this Agreement while any Certificate is outstanding,
      and this Section 2.08 may not be amended, without the consent of the
      Certificateholders evidencing 51% or more of the aggregate Voting Rights of
      the
      Certificates.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    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 mortgage lenders
      and loan servicers administering similar mortgage loans but without regard
      to:


     

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

     

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

     

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

     

    (4) 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 the Originator 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.
      Subject only to the above-described servicing standards and the terms of this
      Agreement and of the 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 each insurer under any standard hazard
      insurance policy. Subject to Section 3.17, within 15 days of the Closing Date,
      the Trustee shall execute, at the written request of the Servicer, and furnish
      to the Servicer and any Sub-Servicer any special or limited powers of attorney
      and other documents necessary or appropriate to enable the Servicer or any
      Sub-Servicer to carry out their servicing and administrative duties hereunder
      and the Trustee shall not be liable for the actions of the Servicer or any
      Sub-Servicers under such powers of attorney.

     

    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 incurred in connection with
      the
      actions described in the preceding sentence or as a result of MERS discontinuing
      or becoming unable to continue operations in connection with the MERS® System,
      shall be reimbursable to the Servicer by withdrawal from the Collection Account
      pursuant to Section 3.11.

     

    Subject
      to Section 3.09, 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 Stated Principal
      Balance of the related Mortgage Loan, notwithstanding that the terms of such
      Mortgage Loan so permit.

     

    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 that would change the Mortgage Rate, reduce or increase the Stated
      Principal Balance (except for reductions resulting from actual payments of
      principal) or change the final maturity date on such Mortgage Loan (unless,
      as
      provided in Section 3.07, the Mortgagor is in default with respect to the
      Mortgage Loan or such default is, in the judgment of the Servicer, reasonably
      foreseeable) 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 Treasury regulations
      promulgated thereunder) and (B) cause any REMIC created hereunder 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 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 the 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. The Trustee
      is hereby authorized to acknowledge, at the request of the Servicer, any
      Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing
      Agreements set forth in this Agreement and that is otherwise permitted under
      this Agreement.

     

    Each
      Sub-Servicer shall be (i) authorized to transact business in the state or states
      where 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 all applicable requirements conforming to the
      provisions set forth in Section 3.08, Section 3.20, Section 3.21 and Section
      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; provided, further, that the consent of
      the
      Holders of Certificates entitled to at least 66% of the Voting Rights shall
      not
      be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement,
      (ii) to correct, modify or supplement any provisions of a Sub-Servicing
      Agreement, or (iii) to make any other provisions with respect to matters or
      questions arising under a Sub-Servicing Agreement, which, in each case, shall
      not be inconsistent with the provisions of this Agreement. 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.

     

    (b) As
      part
      of its servicing activities hereunder, the Servicer, 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 or 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 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 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 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 successor servicer appointed pursuant to Section 7.02) shall
      be
      deemed, subject to Section 3.03, to have assumed all of the departing Servicer’s
      interest therein and to have replaced the departing 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 departing Servicer
      shall not thereby be relieved of any liability or obligations under any
      Sub-Servicing Agreement that arose before it ceased to be the Servicer and
      (ii)
      neither the Master Servicer nor 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, 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 diligently 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 provided to the Servicer, 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, the Servicer
      may in its discretion (i) waive any late payment charge or, if applicable,
      any
      penalty interest, (ii) waive any provisions of any Mortgage Loan requiring
      the
      related Mortgagor to submit to mandatory arbitration with respect to disputes
      arising thereunder or (iii) extend the due dates for the Monthly Payments due
      on
      a Mortgage Note for a period of not greater than 180 days; provided, however,
      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 (iii)
      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
      arrangement. 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 also waive, modify or vary any term of such Mortgage Loan (including
      modifications that would 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.

     

    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 clearing 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
      one Business Day 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, and shall thereafter
      deposit such amounts in the Sub-Servicing Account, in no event more than two
      Business Days after the receipt of such amounts. The Sub-Servicer shall
      thereafter deposit such proceeds in the Collection Account or 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.

     

    The
      Servicer shall establish and maintain, or cause to be established and
      maintained, 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, hazard insurance premiums 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 clearing 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 one Business Day after
      the Servicer’s receipt thereof, all Escrow Payments collected on account of the
      Mortgage Loans and shall thereafter deposit such Escrow Payments in the
      Servicing Accounts, in no event more than two Business Days after the receipt
      of
      such Escrow Payments, 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 payment of taxes, assessments,
      hazard insurance premiums, and comparable items in a manner and at a time that
      assures that the lien priority of the Mortgage is not jeopardized (or, with
      respect to the payment of taxes, in a manner and at a time that avoids the
      loss
      of the Mortgaged Property due to a tax sale or the foreclosure as a result
      of a
      tax lien); (ii) reimburse the Servicer (or a Sub-Servicer to the extent provided
      in the related Sub-Servicing Agreement) 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 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. In the event the Servicer shall deposit
      in a Servicing Account any amount not required to be deposited therein or any
      amount previously deposited therein is unpaid by the related Mortgagor’s banking
      institution, it may at any time withdraw such amount from such Servicing
      Account, any provision herein to the contrary notwithstanding. As part of its
      servicing duties, the Servicer or Sub-Servicers shall pay to the Mortgagors
      interest on funds in the 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. The Servicer may pay to itself any excess interest
      on
      funds in the Servicing Accounts, to the extent such action is in conformity
      with
      the servicing standard set forth in Section 3.01, is permitted by law and such
      amounts are not required to be paid to Mortgagors or used for any of the other
      purposes set forth above.

     

    SECTION
      3.10. Collection
      Account.

     

    (a) On
      behalf
      of the Trust Fund, the Servicer shall establish and maintain, or cause to be
      established and maintained, one or more accounts (such account or accounts,
      the
“Collection Account”), held in trust for the benefit of the Trustee and the
      Certificateholders. On behalf of the Trust Fund, the Servicer shall deposit
      or
      cause to be deposited in the clearing 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 one Business
      Day after the Servicer’s receipt thereof, and shall thereafter deposit in the
      Collection Account, in no event more than two Business Days after the Servicer’s
      receipt thereof, as and when received or as otherwise required hereunder, the
      following payments and collections received or made by it subsequent to the
      Cut-off Date (other than in respect of principal or interest on the 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:

     

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

     

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

     

    (3) all
      Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and condemnation
      proceeds (other than proceeds collected in respect of any particular REO
      Property and amounts paid in connection with a purchase of Mortgage Loans and
      REO Properties pursuant to Section 9.01);

     

    (4) 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;

     

    (5) 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;

     

    (6) all
      proceeds of any Mortgage Loan repurchased or purchased in accordance with
      Section 2.03, Section 3.16(c) or Section 9.01;

     

    (7) all
      amounts required to be deposited in connection with Substitution Adjustments
      pursuant to Section 2.03; and

     

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

     

    The
      foregoing requirements for deposit in the Collection Account shall be exclusive,
      it being understood and agreed that, without limiting the generality of the
      foregoing, payments in the nature of Servicing Fees, late payment charges,
      Prepayment Interest Excess, assumption fees, insufficient funds charges and
      ancillary income (other than Prepayment Charges) need not be deposited by the
      Servicer in the Collection Account and may be retained by the Servicer as
      additional compensation. 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 by 12:00
      noon, New York time (i) on the Servicer Remittance Date, that portion of
      Available Funds (calculated without regard to the references in clause (ii)
      of
      the definition thereof to amounts that may be withdrawn from the Distribution
      Account) for the related Distribution Date then on deposit in the Collection
      Account and the amount of all Prepayment Charges collected by the Servicer
      in
      connection with the Principal Prepayment of any of the Mortgage Loans and any
      Servicer Prepayment Charge Payment Amounts then on deposit in the Collection
      Account and the amount of any funds reimbursable to an Advancing Person pursuant
      to Section 3.26 (unless such amounts are to be remitted in another manner as
      specified in the documentation establishing the related Advance Facility) and
      (ii) on each Business Day as of the commencement of which the balance on deposit
      in the Collection Account exceeds $100,000 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 $100,000 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, by 3:00 p.m. New York time 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 Master Servicer, the
      Seller or any Sub-Servicer pursuant to Section 3.11 and shall pay such amounts
      to the Persons entitled thereto.

     

    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 Collection Account by the Servicer on the date such late
      payment is made and shall cover the period commencing with the day 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 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 Sevicer Event of Default.

     

    (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 written
      notice to the Trustee, the Trust Administrator, 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 the Trust Administrator shall so deposit, in the Distribution
      Account:

     

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

     

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

     

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

     

    (4) any
      amounts required to be deposited pursuant to Section 3.24 in connection with
      any
      Prepayment Interest Shortfall; 

     

    (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:

     

    (1) 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);

     

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

     

    (3) 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 Late Collections, received with
      respect to such Mortgage Loan or REO Property and (c) any Nonrecoverable
      Servicing Advances with respect to the final liquidation of a Mortgage Loan,
      but
      only to the extent that Late Collections received with respect to such Mortgage
      Loan are insufficient to reimburse the Servicer or any Sub-Servicer for
      Servicing Advances;

     

    (4) 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; 

     

    (5) to
      pay to
      the Servicer, the Originator 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;

     

    (6) (a)
      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 and (b) to pay to the Servicer any unpaid Servicing Fees to the extent
      not
      recoverable from Late Collections received with respect to the related Mortgage
      Loan; 

     

    (7) 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; 

     

    (8) 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
      connection with any breach or defect giving rise to the purchase obligation
      under Section 2.03 of this Agreement, including any expenses arising out of
      the
      enforcement of the purchase obligation; 

     

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

     

    (10) to
      withdraw amounts deposited therein in error; 

     

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

     

    (12) 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 (2), (3), (4), (5), (6), (8) and (9) 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 subclauses 3(c) and (6)
      above; provided that an Officers’ Certificate in the form described under
      Section 4.03(d) shall suffice for such written notification to the Trust
      Administrator in respect of clause (6) hereof.

     

    SECTION
      3.12. Investment
      of Funds in the Collection Account.

     

    (a) The
      Servicer may direct any depository institution maintaining the Collection
      Account and any REO Account (each, for purposes of this Section 3.12, an
“Investment Account”) to invest the funds in such Investment Account 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 Trustee or any Affiliate. 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 Trustee (in its capacity as such),
      or
      in the name of a nominee of the Trustee. The Trust Administrator shall be
      entitled to sole possession (except with respect to investment direction of
      funds held in the Collection Account or any REO 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 and any REO 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 or Section 3.23, as applicable. The Servicer
      shall deposit in the Collection Account and any REO Account, as applicable,
      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 Trustee
      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.

     

    (a) The
      Servicer shall cause to be maintained for each Mortgage Loan fire insurance
      with
      extended coverage on the related Mortgaged Property in an amount which is at
      least equal to the least of (i) the current Stated Principal Balance of such
      Mortgage Loan (ii) the amount necessary to fully compensate for any damage
      or
      loss to the improvements that are a part of such property on a replacement
      cost
      basis and (iii) the maximum insurable value of the improvements which are part
      of such Mortgaged Property, 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 insurance with extended coverage on each REO Property in an
      amount which is at least equal to the least of (i) the maximum insurable value
      of the improvements which are a part of such property, (ii) the outstanding
      Stated Principal Balance of the related Mortgage Loan at the time it became
      an
      REO Property and (iii) the maximum insurable value of the improvements which
      are
      part of such 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 Stated
      Principal Balance of the related Mortgage Loan, notwithstanding that the terms
      of such Mortgage Loan so permit. 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 and
      flood insurance has been made available, 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 least of (i) the unpaid Stated Principal
      Balance of the related Mortgage Loan, (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) and (iii) the maximum insurable value of the
      improvements which are part of such Mortgaged Property.

     

    In
      the
      event that the Servicer shall obtain and maintain a blanket policy with an
      insurer having a General Policy Rating of A:X or better in Best’s Key Rating
      Guide (or such other rating that is comparable to such rating) or otherwise
      acceptable to Fannie Mae or Freddie Mac 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 and
      Certificateholders, claims under any such blanket policy in a timely fashion
      in
      accordance with the terms of such policy.

     

    (b) 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 the Servicer’s 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 provide the Trustee, the Master Servicer, the
      Trust Administrator and the NIMS Insurer, upon request, with copies of such
      insurance policies and fidelity bond. 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 or materially modifiable without thirty days’ prior
      written notice to the Trustee, the Master Servicer and the NIMS Insurer. The
      Servicer shall also cause each Sub-Servicer to maintain a policy of insurance
      covering errors and omissions and a fidelity bond which would meet such
      requirements.

     

    (c) The
      Servicer shall provide to the Master Servicer, upon request, evidence of the
      authorization of the person signing any certification or statement, copy or
      other evidence of any fidelity bond, errors and omissions insurance 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 shall use its commercially reasonable best efforts to enforce any
      “due-on-sale” provision contained in any Mortgage or Mortgage Note and to deny
      assumption by the person to whom the Mortgaged Property has been or is about
      to
      be sold whether by absolute conveyance or by contract of sale, and whether
      or
      not the Mortgagor remains liable on the Mortgage and the Mortgage Note. When
      the
      Mortgaged Property has been conveyed by the Mortgagor, the Servicer shall,
      to
      the extent it has knowledge of such conveyance, exercise its rights to
      accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause
      applicable thereto; provided, however, that the Servicer shall not exercise
      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, the
      Servicer shall enter into (a) an assumption and modification agreement with
      the
      person to whom such property has been conveyed, pursuant to which such person
      becomes liable under the Mortgage Note and the original Mortgagor remains liable
      thereon or (b) in the event the Servicer is unable under applicable law to
      require that the original Mortgagor remain liable under the Mortgage Note and
      the Servicer has the prior consent of the primary mortgage guaranty insurer,
      if
      any, a substitution of liability agreement with the purchaser of the Mortgaged
      Property pursuant to which the original Mortgagor is released from liability
      and
      the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes
      liable under the Mortgage Note. If an assumption fee is collected by the
      Servicer for entering into an assumption agreement the fee will be retained
      by
      the Servicer as additional servicing compensation. In connection with any such
      assumption, neither the Mortgage Rate borne by the related Mortgage Note, the
      term of the Mortgage Loan, the outstanding principal amount of the Mortgage
      Loan
      nor any other material terms shall be changed unless such change would be
      consistent with accepted servicing practices. To the extent that any Mortgage
      Loan is assumable, the Servicer shall inquire diligently into the
      credit-worthiness of the proposed transferee, and 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. If the credit-worthiness of the proposed transferee
      does not meet such underwriting standards, the Servicer diligently shall, to
      the
      extent permitted by the Mortgage or the Mortgage Note and by applicable law,
      accelerate the maturity of the Mortgage Loan.

     

    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 use its best efforts, consistent with the servicing standards
      set
      forth in Section 3.01, to 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 a 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. With respect
      to
      any second lien Mortgage Loan for which the related first lien mortgage loan
      is
      not included in the Trust Fund, if, after such Mortgage Loan becomes 180 days
      or
      more delinquent, the Servicer determines that a significant recovery is not
      possible through foreclosure, such Mortgage Loan may be charged off and the
      Mortgage Loan will be treated as a Liquidated Mortgage Loan giving rise to
      a
      Realized Loss.

     

    (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
      Administrator, the Trust Fund 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)(9), 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;
      provided that any amounts disbursed by the Servicer pursuant to this Section
      3.16(b) shall constitute Servicing Advances, subject to Section 4.03(d). The
      cost of any such compliance, containment, clean-up 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 Sections 3.11(a)(iii) and
      (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 may, at the option of each, purchase a Mortgage
      Loan which has become 90 or more days delinquent or for which the Servicer
      has
      accepted a deed in lieu of foreclosure; provided, however, that the Servicer
      may
      only exercise this right on or before the last day of the calendar month in
      which such Mortgage Loan became 90 days delinquent (such month, the “Eligible
      Repurchase Month”); provided further, that any such Mortgage Loan which becomes
      current but thereafter becomes delinquent may be purchased by the Servicer
      pursuant to this Section in any ensuing Eligible Repurchase Month. Prior to
      purchase pursuant to this Section 3.16(c), the Servicer shall be required to
      continue to make Advances pursuant to Section 4.03. The Servicer or the NIMS
      Insurer shall not use any procedure in selecting Mortgage Loans to be
      repurchased which is materially adverse to the interests of the
      Certificateholders. The Servicer or the NIMS Insurer shall purchase such
      delinquent Mortgage Loan at a price equal to the Purchase Price of such Mortgage
      Loan. Any such purchase of a Mortgage Loan pursuant to this Section 3.16(c)
      shall be accomplished by remittance to the Servicer for deposit in the
      Collection Account of the amount of the Purchase Price. Notwithstanding the
      foregoing, the Servicer or the NIM Insurer shall purchase Mortgage Loans that
      are delinquent the greatest number of days before it may purchase any that
      are
      delinquent any fewer number of days. The Trustee (or the Custodian on behalf
      of
      the Trustee) shall immediately effectuate the conveyance of such delinquent
      Mortgage Loan to the Servicer or the NIMS Insurer, as applicable, to the extent
      necessary to vest in the Servicer or the NIMS Insurer, as applicable, title
      to
      such Mortgage Loan, including the prompt delivery of all documentation to the
      Servicer or the NIMS Insurer, as applicable.

     

    (d) Proceeds
      received in connection with any Final Recovery Determination, as well as any
      recovery resulting from a partial collection of Insurance Proceeds, Liquidation
      Proceeds or condemnation proceeds, in respect of any Mortgage Loan, will be
      applied in the following order of priority: first, to unpaid Servicing Fees;
      second, to reimburse the Servicer or any Sub-Servicer for any related
      unreimbursed Servicing Advances pursuant to Section 3.11(a)(3) and Advances
      pursuant to Section 3.11(a)(2; third, 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 fourth, as a
      recovery of principal of the Mortgage Loan. 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)(3) 

     

    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 shall deliver to the Trustee (or the Custodian
      on
      its behalf), in written (with two executed copies) or electronic format, a
      Request for Release in the form of Exhibit E hereto (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)
      signed by a Servicing Officer (or in a mutually agreeable electronic format
      that
      will, in lieu of a signature on its face, originate from a Servicing Officer)
      and shall request delivery to it of the Mortgage File. Upon receipt of such
      certification and request, the Trustee (or the Custodian on behalf of the
      Trustee) shall (pursuant
      to the terms of the Custodial Agreement),
      within
      three Business Days, release and send by overnight mail, 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 Loan, if applicable.
      The Trustee agrees to indemnify the Servicer, out of its own funds, for any
      loss, liability or expense (other than special, indirect, punitive or
      consequential damages which will not be paid by the Trustee) incurred by the
      Servicer as a proximate result of the Trustee’s breach of its obligations
      pursuant to this Section 3.17. Except as otherwise provided herein, 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 Trustee (or the Custodian on behalf of
      the
      Trustee) shall (pursuant to the terms of the Custodial Agreement), upon any
      request made by or on behalf of the Servicer and delivery to the Trustee (or
      the
      Custodian on behalf of the Trustee), in written or electronic format, of a
      Request for Release in the form of Exhibit E hereto signed by a Servicing
      Officer (or in a mutually agreeable electronic format that will, in lieu of
      a
      signature on its face, originate from a Servicing Officer), release the related
      Mortgage File within three Business Days to the Servicer, and 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, or caused to be delivered, to the Trustee (or the Custodian
      on
      behalf of the Trustee) an additional Request for Release certifying as to such
      liquidation or action or proceedings. Upon the request of the Trustee (or the
      Custodian on behalf of the Trustee), the Servicer shall provide notice to the
      Trustee (or the Custodian on behalf of the Trustee) of 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 Request for Release,
      in
      written or electronic format from, 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, any outstanding Requests for Release with respect to such
      Mortgage Loan shall be released by the Trustee (or the Custodian on behalf
      of
      the Trustee pursuant to the terms of the Custodial Agreement) to the Servicer
      or
      its designee.

     

    (c) Upon
      written certification of a Servicing Officer, the Trustee shall execute and
      deliver to the Servicer or the Sub-Servicer, as the case may be, any court
      pleadings, requests for trustee’s sale or other documents 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 (i) out of Insurance Proceeds, Liquidation Proceeds and condemnation
      proceeds to the extent permitted by Section 3.11(a)(3), (ii) out of amounts
      derived from the operation and sale of an REO Property to the extent permitted
      by Section 3.23 and (iii) pursuant to Section 3.11(a)(6). Except as provided
      in
      Section 6.04, 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; provided, however, that
      the Servicer may pay from the Servicing Fee any amounts due to a Sub-Servicer
      pursuant to a Sub-Servicing Agreement entered into under Section 3.02. As part
      of its servicing compensation, the Servicer shall also be entitled to Prepayment
      Interest Excess.

     

    Additional
      servicing compensation in the form of assumption or modification fees, late
      payment charges, insufficient funds charges, ancillary income or otherwise
      (subject to Section 3.24 and other than Prepayment Charges) shall be retained
      by
      the Servicer 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)(4)
      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 and 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,
      upon
      request, to the Trust Administrator, the NIMS Insurer and the Depositor the
      most
      current available bank statement for the Collection Account. 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 request at the expense of the requesting
      party; provided that such statement is delivered by the Servicer to the Trust
      Administrator.

     

    SECTION
      3.20. Statement
      as to Compliance.

     

    The
      Servicer will deliver to the Trust Administrator, not later than 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 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. Such Annual
      Statement of Compliance shall contain no restrictions or limitations on its
      use.
      The Servicer shall deliver a similar Annual Statement of Compliance by any
      Sub-Servicer to which the Servicer has delegated any servicing responsibilites
      with respect to the Mortgage Loans or subcontractor or other Person engaged
      by
      it and satisfying any of the criteria set forth in Item 1108(a)(i)-(iii) of
      Regulation AB, 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 the Trustee or the Master Servicer, as
      applicable, may, in addition to whatever rights the Trustee or the Master
      Servicer, as applicable, may have under this Agreement and at law or equity
      or
      to damages, 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.
      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 N hereto). Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act
      and
      Item 1122 of Regulation AB, the Servicer shall deliver to the Trust
      Administrator on or before March 15th
      of each
      calendar year beginning in 2007, a report regarding the Servicer’s assessment of
      compliance (an “Assessment of Compliance”) with the Servicing Criteria during
      the preceding calendar year. The Assessment of Compliance must be reasonably
      satisfactory to the Trust Administrator, and as set forth in Regulation AB,
      the
      Assessment of Compliance must contain the following:

     

    (a) A
      statement by such officer of its responsibility for assessing compliance with
      the Relevant Servicing Criteria applicable to the Servicer;

     

    (b) A
      statement by such officer that such officer used the Relevant Servicing
      Criteria, and which will also be attached to the Assement of Compliance, to
      assess compliance with the Relevant Servicing Criteria applicable to the
      Servicer;

     

    (c) An
      assessment by such officer of the Servicer’s compliance with the Relevant
      Servicing Criteria for the period consisting of the preceding calendar year,
      including disclosure of any material instance of noncompliance with respect
      thereto during such period, which assessment 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;

     

    (d) A
      statement that a registered public accounting firm has issued an attestation
      report on the Servicer’s Assessment of Compliance for the period consisting of
      the preceding calendar year; and

     

    (e) A
      statement as to which of the Relevant 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
      report at a minimum shall address each of the Relevant Servicing Criteria
      specified on Exhibit N hereto which are indicated as applicable to the
      Servicer.

     

    On
      or
      before March 15th
      of each
      calendar year beginning in 2007, the Servicer shall furnish to the Trust
      Administrator a report (an “Attestation Report”) by a registered public
      accounting firm that attests to, and reports on, the Assessment of Compliance
      made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange
      Act
      and Item 1122(b) of Regulation AB, which Attestation Report must be made in
      accordance with standards for attestation reports issued or adopted by the
      Public Company Accounting Oversight Board. 

     

    The
      Servicer shall cause each Sub-Servicer, subcontractor or other Person determined
      to be “participating in the servicing function” within the meaning of Item 1122
      of Regulation AB (subject to the threshold limitation set forth in Instruction
      2
      thereof), to deliver to the Trust Administrator and the Depositor an Assessment
      of Compliance and Attestation Report as and when provided above.

     

    Such
      Assessment of Compliance, as to each Sub-Servicer, subcontractor or 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 N. 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 the Trustee or the Master Servicer, as
      applicable, 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. 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 Relevant Servicing Criteria specified on Exhibit
      N
      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 its respective 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 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
      in
      the Servicer’s possession 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 in the
      Servicer’s possession regarding the Mortgage Loans will be provided to the
      Trustee on behalf of the Certificateholders, the Trust Administrator, the Master
      Servicer and the NIMS Insurer 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; provided however that providing access to such
      Person will not violate any applicable laws. Nothing in this Section shall
      limit
      the obligation of the Servicer to observe any applicable law prohibiting
      disclosure of information regarding the Mortgagors (absent proof that it is
      in
      compliance with applicable law) and the failure of the Servicer to provide
      access as provided in this Section as a result of such obligation shall not
      constitute a breach of this Section. Nothing in this Section 3.22 shall require
      the Servicer to collect, create, collate or otherwise generate any information
      that it does not generate in its usual course of business. The Servicer shall
      not be required to make copies of or ship documents to any party unless
      provisions have been made for the reimbursement of the costs
      thereof.

     

    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 REMIC
      I, shall sell any REO Property as soon as practicable and in any event no later
      than the end of the third full taxable year after the taxable year in which
      such
      REMIC 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 three-year grace period would otherwise expire,
      an
      extension of such three-year period, unless the Servicer shall have delivered
      to
      the Trustee, the Trust Administrator and the NIMS Insurer an Opinion of Counsel
      acceptable to the NIMS Insurer and addressed to the Trustee, the Trust
      Administrator, the NIMS Insurer and the Depositor, to the effect that the
      holding by the REMIC of such REO Property subsequent to three years after its
      acquisition will not result in the imposition on the REMIC of taxes on
“prohibited transactions” thereof, as defined in Section 860F of the Code, or
      cause any of the REMICs created hereunder 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 of the REMICs created hereunder 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 separately account for all funds collected and received in
      connection with the operation of any REO Property and shall establish and
      maintain, or cause to be established and maintained, 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 (subject to the
      requirement of prompt disposition set forth in Section 3.23(a)) 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 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 one Business Day after the Servicer’s receipt
      thereof, and shall thereafter deposit in the REO Account, in no event more
      than
      two Business Days after the Servicer’s receipt thereof, 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:

     

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

     

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

     

    (3) 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, neither the Servicer nor 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 Trustee, 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 Code at any time that it is held by the REMIC, 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 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; provided,
      however, that to the extent that any payments made by such Independent
      Contractor would constitute Servicing Advances if made by the Servicer, such
      amounts shall be reimbursable as Servicing Advances made by the
      Servicer.

     

    (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. On the Servicer Remittance Date, the
      Servicer shall withdraw from each REO Account maintained by it and remit to
      the
      Trust Administrator for deposit into the Distribution Account in accordance
      with
      Section 3.10(d)(2), for distribution on the related Distribution Date in
      accordance with Section 4.01, the income from the related REO Property received
      during the prior calendar month, net of any withdrawals made pursuant to Section
      3.23(c) or this Section 3.23(d).

     

    (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 the servicing standards set forth in Section 3.01.

     

    (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
      deposited 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 by 12:00 noon, New York time on the Servicer Remittance
      Date from its own funds an amount (“Compensating Interest”) equal to the lesser
      of (i) the aggregate of the Prepayment Interest Shortfalls for the related
      Distribution Date resulting from full Principal Prepayments during the related
      Prepayment Period and (ii) the aggregate Servicing Fee received in the related
      Due Period. The Servicer shall not be obligated to pay Compensating Interest
      with respect to Relief Act Interest Shortfalls. Any amounts paid by the Servicer
      pursuant to this Section 3.24 shall not be reimbursed by REMIC I.

     

    SECTION
      3.25. Obligations
      of the Servicer in Respect of Mortgage Rates and Monthly Payments. 

     

    In
      the
      event that a shortfall in any collection on or liability with respect to the
      Mortgage Loans in the aggregate 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 deposit in the Collection 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 Master Servicer, the
      Depositor and any successor servicer in respect of any such liability. Such
      indemnities shall survive the termination or discharge of this Agreement.
      Notwithstanding the foregoing, this Section 3.25 shall not limit the ability
      of
      the Servicer to seek recovery of any such amounts from the related Mortgagor
      under the terms of the related Mortgage Note, as permitted by law.

     

    SECTION
      3.26. Advance
      Facility

     

    (a) Notwithstanding
      anything to the contrary contained herein, (i) the Servicer is hereby
      authorized to enter into an advance facility (“Advance
      Facility”)
      under
      which (A) the Servicer sells, assigns or pledges to another Person
      (together with such person’s successors and assigns, an “Advancing Person”) the
      Servicer’s rights under this Agreement to be reimbursed for any Advances or
      Servicing Advances and/or (B) an Advancing Person agrees to fund some or
      all Advances or Servicing Advances required to be made by the Servicer pursuant
      to this Agreement and (ii) the Servicer is hereby authorized to assign its
      rights to the Servicing Fee; it being understood that neither the Trust Fund
      nor
      any party hereto shall have a right or claim (including without limitation
      any
      right of offset) to the portion of the Servicing Fee so assigned. No
      consent of the Trustee, Trust Administrator, Master Servicer, Certificateholders
      or any other party is required before the Servicer may enter into an Advance
      Facility. Notwithstanding the existence of any Advance Facility under which
      an
      Advancing Person agrees to fund Advances and/or Servicing Advances on the
      Servicer’s behalf, the Servicer shall remain obligated pursuant to this
      Agreement to make Advances and Servicing Advances pursuant to and as required
      by
      this Agreement, and shall not be relieved of such obligations by virtue of
      such
      Advance Facility. If the Servicer enters into an Advance Facility, and for
      so
      long as an Advancing Person remains entitled to receive reimbursement for any
      Advances including Nonrecoverable Advances related thereto (“Advance
      Reimbursement Amounts”) and/or Servicing Advances, including Nonrecoverable
      Servicing Advances related thereto (“Servicing Advance Reimbursement Amounts”
and, together with Advance Reimbursement Amounts, “Reimbursement Amounts”) (in
      each case to the extent that such type of Reimbursement Amount is included
      in
      the Advance Facility), then the Servicer shall identify such Reimbursement
      Amounts as received, consistently with the reimbursement rights set forth in
      this Agreement, and shall remit such Reimbursement Amounts in accordance with
      the documentation establishing the Advance Facility to such Advancing Person
      or
      to a trustee, agent or custodian (an “Advance Facility Trustee”) designated by
      such Advancing Person. Notwithstanding the foregoing, if so required pursuant
      to
      the terms of the Advance Facility, the Servicer may direct the Trust
      Administrator to, and if so directed the Trust Administrator is hereby
      authorized to and shall, pay to the Advancing Person or the Advance Facility
      Trustee the Reimbursement Amounts identified pursuant to the preceding sentence.
      Notwithstanding anything to the contrary herein, in no event shall Reimbursement
      Amounts be included in Available Funds or distributed to
      Certificateholders.

     

    If
      the
      Servicer enters into an Advance Facility, the Servicer and the related Advancing
      Person shall deliver to the Trustee and the Trust Administrator a written notice
      of the existence of such Advance Facility (an “Advance Facility Notice”),
      stating the identity of the Advancing Person and any related Advance Facility
      Trustee. An Advance Facility Notice may only be terminated by the joint written
      direction of the Servicer and the related Advancing Person as described in
      Section 3.26(h) below.

     

    (b) Reimbursement
      Amounts shall consist solely of amounts in respect of Advances and/or Servicing
      Advances made with respect to the Mortgage Loans for which the Servicer would
      be
      permitted to reimburse itself in accordance with this Agreement, assuming the
      Servicer had made the related Advance(s) and/or Servicing Advance(s).
      Neither the Trustee nor the Trust Administrator shall have any duty or liability
      with respect to the calculation of any Reimbursement Amount, nor shall the
      Trustee or Trust Administrator have any responsibility to track or monitor
      the
      administration of the Advance Facility or the payment of Reimbursement Amounts
      to the related Advancing Person or Advance Facility Trustee. The Servicer shall
      maintain and provide to any successor servicer a detailed accounting on a loan
      by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed
      to any Advancing Person. The successor servicer shall be entitled to rely on
      any
      such information provided by the predecessor Servicer, and the successor
      servicer shall not be liable for any errors in such information.

     

    (c) An
      Advancing Person who receives an assignment or pledge of the rights to be
      reimbursed for Advances and/or Servicing Advances, and/or whose obligations
      are
      limited to the making or funding of Advances will not be deemed to be a
      Sub-servicer under this Agreement or be required to meet the criteria for
      qualification as a Sub-servicer under this Agreement.

     

    (d) Reimbursement
      Amounts allocated to reimburse Advances or Servicing Advances made with respect
      to any particular Mortgage Loan shall be allocated to the reimbursement of
      the
      unreimbursed Advances or Servicing Advances (as the case may be) made with
      respect to that Mortgage Loan on a “first-in, first out” (“FIFO”) basis, such
      that the Reimbursement Amounts shall be applied to reimburse the Advance or
      Servicing Advance (as the case may be) for that Mortgage Loan that was disbursed
      earliest in time first, and to reimburse the Advance or Servicing Advance (as
      the case may be) for that Mortgage Loan that was disbursed latest in time last.
      Liquidation Proceeds with respect to a Mortgage Loan shall be applied to
      reimburse Servicing Advances outstanding with respect to that Mortgage Loan
      before being applied to reimburse Advances outstanding with respect to that
      Mortgage Loan. The Servicer shall provide to the related Advancing Person or
      Advance Facility Trustee loan-by-loan information with respect to each
      Reimbursement Amount remitted to such Advancing Person or Advance Facility
      Trustee, to enable the Advancing Person or Advance Facility Trustee to make
      the
      FIFO allocation of each such Reimbursement Amount with respect to each Mortgage
      Loan.

     

    (e) The
      Servicer who enters into an Advance Facility shall indemnify the Trustee, the
      Trust Administrator, the Master Servicer, the Trust Fund, the Depositor and
      any
      successor servicer for any claim, loss, liability or damage resulting from
      any
      claim by the related Advancing Person, except to the extent that such claim,
      loss, liability or damage (i) in the case of the Depositor, was incurred by
      reason of the Depositor’s willful misfeasance, bad faith or negligence in the
      performance of duties hereunder or by reason of its reckless disregard of
      obligations and duties hereunder, (ii) in the case of a successor servicer,
      was
      incurred by reason of such successor servicer’s 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 by reason of a breach
      of such successor servicer’s obligations and duties under this Agreement or
      (iii) in the case of the Trustee, the Trust Administrator, the Master Servicer
      or the Trust Fund, (A) resulted from a breach of the Servicer’s or a successor
      servicer’s obligations and duties under this Agreement for which any such party
      is indemnified under Section 6.03(a) or (B) was incurred by reason of willful
      misfeasance, bad faith or negligence of any such party in the performance of
      its
      duties hereunder or by reason of such party’s reckless disregard of obligations
      and duties hereunder or as a result of a breach of such party’s obligations
      under Article VIII hereof. Notwithstanding the foregoing, the exclusions set
      forth in clauses (i), (ii) and (iii) above from the Servicer’s obligation to
      indemnify the Depositor, any successor servicer, the Trustee, the Trust
      Administrator, the Master Servicer and the Trust Fund shall not be applicable,
      in any case, to the extent the applicable claim, loss, liability or damage
      was
      incurred by reason of the Servicer’s 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 by reason of a breach of the
      Servicer’s obligations and duties under this Agreement.

     

    (f) 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 Depositor, the
      Trustee, the Trust Administrator, the Master Servicer and the Servicer without
      the consent of any Certificateholder, notwithstanding anything to the contrary
      in this Agreement.

     

    (g) Any
      rights of set-off that the Trust Fund, the Trustee, the Trust Administrator,
      the
      Master Servicer, the Depositor, any successor servicer or any other Person
      might
      otherwise have against the Servicer under this Agreement shall not attach to
      any
      rights to be reimbursed for Advances or Servicing Advances that have been sold,
      transferred, pledged, conveyed or assigned to any Advancing Person.

     

    (h) At
      any
      time when an Advancing Person shall have ceased funding Advances and/or
      Servicing Advances (as the case may be) and the Advancing Person or related
      Advance Facility Trustee shall have received Reimbursement Amounts sufficient
      in
      the aggregate to reimburse all Advances and/or Servicing Advances (as the case
      may be) the right to reimbursement for which were assigned to the Advancing
      Person, then upon the delivery of a written notice signed by the Advancing
      Person and the Servicer to the Trustee and the Trust Administrator terminating
      the Advance Facility Notice (the “Notice of Facility Termination”), the Servicer
      shall again be entitled to withdraw and retain the related Reimbursement Amounts
      from the Collection Account pursuant to the applicable Sections of this
      Agreement.

     

    (i) After
      delivery of any Advance Facility Notice, and until any such Advance Facility
      Notice has been terminated by a Notice of Facility Termination, this
      Section 3.26 may not be amended or otherwise modified without the prior
      written consent of the related Advancing Person.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

     

    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.

            


    

     

    (a) 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.

     

    (b) The
      Master Servicer, for the benefit of the Trustee and the Certificateholders,
      shall enforce the obligations of the Servicer under this Agreement, and shall,
      in the event that the Servicer fails 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,
      in
      its good faith business judgment, would require were it the owner of the
      Mortgage Loans. The Master Servicer shall pay the costs of such enforcement
      at
      its own expense, provided that the Master Servicer shall not be required to
      prosecute or defend any legal action except to the extent that the Master
      Servicer shall have received reasonable indemnity for its costs and expenses
      in
      pursuing such action.

     

    (c) To
      the
      extent that the costs and expenses of the Master Servicer related to any
      termination of the Servicer, appointment of a successor servicer or the transfer
      and assumption of servicing by the Master Servicer (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 shall be entitled to reimbursement of such costs and
      expenses from the Distribution Account.

     

    (d) The
      Master Servicer shall require the Servicer to comply with the remittance
      requirements and other obligations set forth in this Agreement.

     

    (e) If
      the
      Master Servicer 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 or
      trustees.

     

    
      	 	
              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.

            


    

     

    (a) 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.

     

    (b) 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
      Administration Fee payable to the Trust Administrator for such Distribution
      Date. 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 subrograted 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. 

            


    

     

    (a) 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 and any payments of Compensating Interest received from the Servicer
      or
      made by the Master Servicer in its capacity as successor servicer (unless,
      in
      the case of the 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.

     

    (b) 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.

     

    (c) 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.

     

    (d) 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.

            


    

     

    (a) 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 as the Master Servicer has designated for such
      transfer or withdrawal 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.

     

    (b) 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.

     

    (c) 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 for any Advance of its own funds, the right of
      the
      Master Servicer 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 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 to
      the Trust Administrator on each Distribution Date the Administration
      Fee;

     

    (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.

     

    (d) On
      or
      before the Business Day prior to each Distribution Date, the Master Servicer
      shall remit to the Distribution Account any Advances required to be made and
      any
      Compensating Interest required to be paid, in either such case by the Master
      Servicer 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: 

     

    (1) to
      Holders of REMIC I Regular Interest I-1-A through I-43-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.

     

    (2) 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-43-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-40-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.

     

    (3) 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:

     

    (1) 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.

     

    (2) 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-LTM12, 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, REMIC II Regular
      Interest II-LTM11 and REMIC II Regular Interest II-LTM12 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

     

    (3) 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;

     

    (4) 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, REMIC II Regular Interest
      II-LTM11 and REMIC II Regular Interest II-LTM12, 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 REMIC II Regular Interest II-LTAA and REMIC II Regular Interest
      II-LTZZ, respectively.

     

    Notwithstanding
      the priorities and amounts of distribution of funds pursuant to this Section
      4.01(a), actual distributions of Available Funds shall be made only in
      accordance with Section 4.01(c) and (d).

     

    On
      each
      Distribution Date, 100% of the amounts distributed on REMIC II Regular Interest
      II-LTIO shall be deemed distributed by REMIC II to REMIC III in respect of
      the
      Class SWAP-LTIO Interest. Such amounts shall be deemed distributed by REMIC
      III
      to REMIC IV Regular Interest Swap-IO and from REMIC IV Regular Interest Swap-IO
      to the Trust Administrator for deposit into the Swap Account.

     

    (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:

     

    (1) 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; and

     

    (2) sequentially,
      to the Holders of 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 Certficates, the Class M-10 Certificates, the Class
      M-11 Certificates and the Class M-12 Certificates, the Monthly Interest
      Distributable Amount allocable to each such Class of 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:

     

    (1) 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; and

     

    (2) sequentially,
      to the Holders of 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 Certficates, the Class M-10 Certificates, the Class
      M-11 Certificates and the Class M-12 Certificates, in that order, until the
      Certificate Principal Balances thereof have 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:

     

    (1) 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;

     

    (2) 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;

     

    (3) 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;

     

    (4) 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;

     

    (5) 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;

     

    (6) 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;

     

    (7) 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;

     

    (8) 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;

     

    (9) 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;

     

    (10) 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;

     

    (11) 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;

     

    (12) 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;
      and

     

    (13) to
      the
      Holders of the Class M-12 Certificates, the Class M-12 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; provided, however, on any Distribution Date on which the aggregate
      Certificate Principal Balance of the Mezzanine Certificates and the Class CE
      Certificates has been reduced to zero, all principal distributions to the Class
      A Certificates will 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:

     

    (1) 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 or the Cap Contract, distributable to such
      Holders as part of the Principal Distribution Amount, as applicable, as
      described under Section 4.01(b) above;

     

    (2) 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, Class M-11 Certificates and Class M-12
      Certificates, in that order, in each case, first, up to the Unpaid Interest
      Shortfall Amount for each such Class and second, up to the Allocated Realized
      Loss Amount, for each such Class;

     

    (3) 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 or the Cap Contract;

     

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

     

    (5) 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;

     

    (6) 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

     

    (7) 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 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:

     

    (1) 
      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

     

    (2) 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, Class M-11 and Class M-12 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:

     

    (1) to
      the
      Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to the
      Interest Rate Swap Agreement for such Distribution Date;

     

    (2) 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;

     

    (3) 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;

     

    (4) 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, Class M-11 and Class M-12 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;

     

    (5) 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;

     

    (6) 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, Class M-11 and Class M-12 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;

     

    (7) 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;

     

    (8) 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, Class M-11 and Class M-12 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; and

     

    (9) any
      remaining amount to the Holders of the Class CE Certificates.

     

    (h) On
      each
      Distribution Date, after making the distributions of the Available Funds, Net
      Monthly Excess Cashflow, amounts on deposit in the Net WAC Rate Carryover
      Reserve Account and amounts on deposit in the Swap Account as set forth above,
      the Trust Administrator shall distribute the amount on deposit in the Cap
      Account as follows:

     

    (1) 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;

     

    (2) 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, Class M-11 and Class M-12 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;

     

    (3) 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;

     

    (4) 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, Class M-11 and Class M-12 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;

     

    (5) 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;

     

    (6) 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, Class M-11 and Class M-12 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; and

     

    (7) any
      remaining amount to the Holders of the Class CE Certificates.

     

    (i) 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.

     

    (j) 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.

     

    (k) 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:

     

    (1) 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

     

    (2) 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.

     

    (l) 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:

     

    (1) 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;

     

    (2) the
      amount of the distribution made on such Distribution Date to the Holders of
      the
      Certificates of each Class allocable to interest;

     

    (3) the
      fees
      and expenses of the Trust accrued and paid on such Distribution Date and to
      whom
      such fees and expenses were paid;

     

    (4) the
      aggregate amount of Advances for such Distribution Date (including the general
      purpose of such Advances);

     

    (5) the
      aggregate Stated Principal Balance of the Mortgage Loans and any REO Properties
      as of the last day of the related Due Period or, with respect to any Mortgage
      Loan as to which a Principal Prepayment is received, as of the last day of
      the
      related Prepayment Period;

     

    (6) 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;

     

    (7) the
      number and aggregate unpaid Stated 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;

     

    (8) 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;

     

    (9) the
      Delinquency Percentage;

     

    (10) the
      aggregate amount of Principal Prepayments made during the related Prepayment
      Period;

     

    (11) the
      aggregate amount of Realized Losses incurred during the related Prepayment
      Period, which will include the aggregate amount of Subsequent Recoveries
      received during the Prepayment Period, 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;

     

    (12) the
      aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the
      Collection Account or the Distribution Account for such Distribution
      Date;

     

    (13) the
      aggregate Certificate Principal Balance and Notional Amount, as applicable,
      of
      each Class of Certificates, 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;

     

    (14) the
      Certificate Factor for each such Class of Certificates applicable to such
      Distribution Date;

     

    (15) 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;

     

    (16) 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;

     

    (17) the
      aggregate amount of Relief Act Interest Shortfalls for such Distribution
      Date;

     

    (18) 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;

     

    (19) the
      respective Pass-Through Rates applicable to the Class A Certificates, the
      Mezzanine Certificates and the Class CE Certificates for such Distribution
      Date
      and the Pass-Through Rate applicable to the Class A Certificates and the
      Mezzanine Certificates for the immediately succeeding Distribution
      Date;

     

    (20) the
      Aggregate Loss Severity Percentage;

     

    (21) whether
      the Stepdown Date or a Trigger Event is in effect;

     

    (22) the
      total
      cashflows received and the general sources thereof;

     

    (23) 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;

     

    (24) payments,
      if any, made under the Cap Contract and the amount of any Net Swap Payments
      or
      Swap Termination Payments;

     

    (25) 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;

     

    (26) the
      applicable Record Dates, Accrual Periods and Determination Dates for calculating
      distributions for such Distribution Date; and

     

    (27) the
      Significance Percentage.

     

    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 (1) and (2) 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 (1)
      and
      (2) 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, on behalf of the Trust
      Administrator, 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) Not
      later
      than the 17th
      day of
      each calendar month or if such 17th
      day is
      not a Business Day, the following Business Day, the Servicer shall deliver
      to
      the Trust Administrator, the Credit Risk Manager and the NIMS Insurer by
      telecopy or electronic mail (or by such other means as the Servicer and the
      Trust Administrator may agree from time to time) a Remittance Report in a format
      attached as Exhibit Q-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 shall include
      a delinquency report substantially in the form set forth in Exhibit Q-1 and
      a
      realized loss report substantially in the form set forth in Exhibit Q-3 (or
      in
      either case, such other format as mutually agreed to between the Servicer and
      the Trust Administrator). Not later than the 17th
      day of
      each calendar month or if such 17th
      day is
      not a Business Day, the following Business Day, the Servicer shall deliver
      or
      cause to be delivered to the Trust Administrator in addition to the information
      provided on the Remittance Report, such other information reasonably available
      to it with respect to the Mortgage Loans as the Trust Administrator may
      reasonably require to perform the calculations necessary to make the
      distributions contemplated by Section 4.01 and to prepare the statements to
      Certificateholders contemplated by Section 4.02. The Trust Administrator shall
      not be responsible to recompute, recalculate or verify any information provided
      to it by the Servicer.

     

    (b) The
      amount of Advances to be made by the Servicer for any Distribution Date shall
      equal, subject to Section 4.03(d), the sum of (i) the aggregate amount of
      Monthly Payments (net of the related Servicing Fee), due during the related
      Due
      Period in respect of the Mortgage Loans (other than with respect to any REO
      Property or Balloon Mortgage Loan as described below), which Monthly Payments
      were delinquent on a contractual basis as of the close of business on the
      related Determination Date; and (ii) with respect to each REO Property, which
      REO Property was acquired during or prior to the related Due Period and as
      to
      which REO Property an REO Disposition did not occur during the related Due
      Period, an amount equal to the excess, if any, of the REO Imputed Interest
      on
      such REO Property for the most recently ended calendar month, over the net
      income from such REO Property transferred to the Distribution Account pursuant
      to Section 3.23 for distribution on such Distribution Date. For purposes of
      the
      preceding sentence, the Monthly Payment on each Balloon Mortgage Loan with
      a
      delinquent Balloon Payment is equal to the assumed monthly payment that would
      have been due on the related Due Date based on the original principal
      amortization schedule for such Balloon Mortgage Loan. In addition, the Servicer
      shall not be required to advance any Relief Act Interest Shortfalls or to cover
      Prepayment Interest Shortfalls in excess of its obligations under Section
      3.24.

     

    On
      or
      before 12:00 noon, New York time 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 and REO Properties
      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
      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 and REO Properties. Any amounts held for future distribution used by
      the
      Servicer to make an 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
      Classes of 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 and the
      NIMS Insurer by telecopy by the close of business on any 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, as set forth in the related
      Remittance Report.

     

    (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, shall continue until the Mortgage Loan is paid in full
      or
      until all Liquidation Proceeds thereon have been recovered, or a Final Recovery
      Determination has been made thereon.

     

    (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 an Officers’ Certificate of the Servicer delivered to the
      Depositor, the NIMS Insurer, the Credit Risk Manager and the Trustee.
      Furthermore, the Servicer shall not be required to advance Relief Act Interest
      Shortfalls.

     

    (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 (in its 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 other successor servicer’s) determination of
      recoverability. The Master Servicer (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 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) Not
      later
      than the 18th
      day of
      the calendar month in which such Distribution Date occurs or if such
      18th
      day is
      not a Business Day, the following Business Day, 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 and (ii) the respective portions of such
      Realized Losses allocable to interest and allocable to principal. Not later
      than
      the 18th
      day of
      the calendar month in which such Distribution Date occurs or if such
      18th
      day is
      not a Business Day, the following Business Day, the Servicer shall also
      determine as to each Mortgage Loan: (i) the total amount of Realized Losses,
      if
      any, incurred in connection with any Deficient Valuations made during the
      related Prepayment Period and (ii) 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
      preceding sentence that is to be supplied by the Servicer shall be evidenced
      by
      an Officers’ Certificate delivered to the Trust Administrator by the Servicer
      not later than the 18th
      day of
      the calendar month in which such Distribution Date occurs or if such eighteenth
      day is not a Business Day, the following Business Day, immediately following
      the
      end of 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-12 Certificates,
      until the Certificate Principal Balance thereof has been reduced to zero;
      fourth, to the Class M-11 Certificates, until the Certificate Principal Balance
      thereof has been reduced to zero; fifth, to the Class M-10 Certificates, until
      the Certificate Principal Balance thereof has been reduced to zero; sixth,
      to
      the Class M-9 Certificates, until the Certificate Principal Balance thereof
      has
      been reduced to zero; seventh, to the Class M-8 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; eighth, to
      the
      Class M-7 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; ninth, to the Class M-6 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; tenth, to the Class M-5
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; eleventh, to the Class M-4 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; twelfth, to the Class M-3
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; thirteenth, to the Class M-2 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; and fourteenth, 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) All
      Realized Losses on the Mortgage Loans shall be allocated by the Trust
      Administrator on each Distribution Date first, to REMIC I Regular Interest
      I
      until the Uncertificated Balance of such REMIC I Regular Interest has been
      reduced to zero and second, to REMIC I Regular Interest I-1-A through REMIC
      I
      Regular Interest I-43-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) 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-LTM12 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively,
      until the Uncertificated Balance of REMIC II Regular Interest II-LTM12 has
      been
      reduced to zero; fourth, 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; fifth, 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; sixth, 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; seventh, 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; eighth, 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; ninth, to the Uncertificated Balances of
      REMIC
      II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM6 and REMIC II
      Regular Interest III-LTZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Balance of REMIC II Regular Interest II-LTM6 has been reduced
      to
      zero; tenth, 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; eleventh, 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; twelfth, 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; thirteenth, 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 fourteenth, 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 P 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, 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 (by e-mail 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
      Form 8-K Disclosure Information, if applicable, (ii) include with such
      Additional Form 8-K Disclosure an Additional Disclosure Notification in the
      form
      attached hereto as Exhibit P 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 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 15th
      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 P 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 senior 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,
      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
      15th
      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 Form 10-K 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) (i)
      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
      (a) 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 (b) 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.

     

    (ii) 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.

     

    (iii) 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 (a) 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 (b) 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.

     

    (iv) 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 (a) a breach of the obligations of
      the
      Servicer under this Section 4.06 and (b) 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.

     

    (v) 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-AM1, Mortgage Pass-Through Certificates, Series
      2006-AM1—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)(5), 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 the Interest Rate Swap
      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-AM1, Mortgage
      Pass-Through Certificates, Series 2006-AM1—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 Section 4.01(g).
      For federal income tax purposes, any amounts paid to the Swap Provider on each
      Distribution Date shall first be deemed paid to the Swap Provider in respect
      of
      REMIC VI Regular Interest SWAP-IO to the extent of the amount distributable
      on
      REMIC VI Regular Interest SWAP-IO on such Distribution Date, and any remaining
      amount shall be deemed paid to the Swap Provider in respect of a Class IO
      Distribution Amount (as defined below).

     

    (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.

     

    (f) The
      Trust
      Administrator shall,
      at
      the direction of the Depositor, 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
      the Depositor, appoint a replacement counterparty to enter into a replacement
      swap agreement. The Trust Administrator shall have no responsibility with regard
      to the selection of a replacement swap provider or the negotiation of a
      replacement swap agreement. Any Swap Termination Payment received by the Trust
      Administrator 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 previous Swap
      Provider.

     

    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.

     

    SECTION
      4.10. Cap
      Account.

     

    (a) 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
      Supplemental Interest Trust Trustee, in trust for the registered holders of
      MASTR Asset Backed Securities Trust 2006-AM1, Mortgage Pass-Through
      Certificates, Series 2006-AM1—Cap Account.” Such account shall be an Eligible
      Account and amounts therein shall be held uninvested.

     

    (b) On
      each
      Distribution Date, prior to any distribution to any Certificate, the Trust
      Administrator shall deposit into the Cap Account amounts received by the Trust
      Administrator under the Cap Contract for distribution in accordance with Section
      4.01(h) above. 

     

    (c) For
      federal income tax purposes, the Cap Account shall be owned by the majority
      Holder of the Class CE Certificates. 

     

    (d) For
      federal and state income tax purposes, the Class CE Certificateholders shall
      be
      deemed to be the owners of the Cap Account. Upon the termination of the Trust
      Fund, or the payment in full of the Class A Certificates and the Mezzanine
      Certificates, all amounts remaining on deposit in the Cap Account shall be
      released by the Trust Fund and distributed to the Class CE Certificateholders
      or
      their designees. The Cap Account shall be part of the Trust Fund but not part
      of
      any Trust REMIC and any payments to the Holders of the Floating Rate
      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).

     

    (e) By
      accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees
      to direct the Trust Administrator, and the Trust Administrator is hereby
      directed, to deposit into the Cap Account the amounts described above on each
      Distribution Date.

     

    (f) For
      federal income tax purposes, the value of the right of the Class A Certificates
      and Mezzanine Certificates to receive payments from the Cap Account shall be
      $454,000.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    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.
      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-5 Certificate, Class M-6 Certificate, Class M-7
      Certificate, Class M-12 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
      the
      Seller or an Affiliate of the Seller,
      (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 a Class
      M-5
      Certificate, Class M-6 Certificate, Class M-7 Certificate or Class M-12
      Certificate
      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 or the Seller or an Affiliate of the Seller), 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 Private Certificate (other than a Class M-5 Certificate, Class
      M-6
      Certificate, Class M-7 Certificate or Class M-12 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 any Private Certificate by the Depositor to an Affiliate of the Depositor
      or
      the Seller or an Affiliate of the Seller, (ii) the transfer of any 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 (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 or the Seller.

     

    Any
      transferee of a Class A Certificate or Mezzanine 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.

     

    Subsequent
      to the termination of the Supplemental Interest Trust, each beneficial owner
      of
      a Mezzanine 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) 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 Ratings Inc. 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) (i) 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.

     

    (B) 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) 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 (D) 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 as a
      limited liability company under the laws of the State of Delaware. 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.

     

    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 relating to such failure 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 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, 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 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.

     

    In
      the
      ordinary course of business, the Servicer at any time may delegate any of its
      duties hereunder to any Person, including any of its Affiliates, who agrees
      to
      conduct such duties in accordance with standards comparable to those set forth
      in Section 3.01. Such delegation shall not relieve the Servicer of its
      liabilities and responsibilities with respect to such duties and shall not
      constitute a resignation within the meaning of Section 6.04. Except as provided
      in Section 3.02, no such delegation is permitted that would result in the
      delegee subservicing any Mortgage Loans.

     

    The
      Trustee, the Trust Administrator, the Master Servicer and the Depositor hereby
      specifically (i) consent to the pledge and assignment by the Servicer of all
      of
      the Servicer’s right, title and interest in, to and under this Agreement to a
      specified servicing rights pledgee, for the benefit of certain lenders and
      (ii)
      in the event that a Servicer Event of Default or a default under the related
      loan agreement with such lenders exists or in the event of a Servicer
      resignation, agree that the Servicer or its designee may appoint the successor
      servicer; provided that at the time of such appointment, such successor meets
      the requirements of a successor servicer pursuant to Section 7.02(a) hereof
      and
      agrees to be subject to the terms of 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, 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. Nothing in this Section shall limit the obligation
      of
      the Servicer to observe any applicable law prohibiting disclosure of information
      regarding the Mortgagors (absent proof that it is in compliance with applicable
      law) and the failure of the Servicer to provide access as provided in this
      Section as a result of such obligation shall not constitute a breach of this
      Section. Nothing in this Section shall require the Servicer to collect, create,
      collate or otherwise generate any information that it does not generate in
      its
      usual course of business. The Servicer shall not be required to make copies
      of
      or ship documents to any party unless provisions have been made for the
      reimbursement of the costs thereof. 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
      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 (taking into account any
      applicable cure period); or

     

    (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 (v) 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 (vi) 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 pursuant to and under this Section, and, without limitation,
      the Master Servicer 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 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 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 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 to Act; Appointment of Successor Servicer.

     

    (a) From
      the
      time the Servicer receives a notice of termination, the Master
      Servicer
      (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 (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 shall immediately assume the Servicer’s obligations to make Advances
      pursuant to Section 4.03; provided, further, however, that if the Master
      Servicer is prohibited by law or regulation from obligating itself to make
      advances regarding delinquent mortgage loans, then the Master Servicer 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 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 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, 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
      is prohibited by law from so acting, the Master Servicer 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 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 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
      (in which case the successor servicer or the Master Servicer, 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 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 or the Master
      Servicer shall act in such capacity as hereinabove provided. 

     

    Any
      successor to the Servicer, including the Master Servicer, 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 under Section
      7.01 as of the date of such appointment. Any proceeds received in connection
      with the appointment of such successor servicer 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)(viii), 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 Master Servicer. If the
      Servicer fails to adhere to the requirements set forth in the immediately
      preceding sentence, the Master Servicer 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 if the Master Servicer
      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 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 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 (viii) of Section 7.01(a) or Master Servicer Event of Termination under
      clause (i) or (vi) 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:

     

    (1) 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;

     

    (2) 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;

     

    (3) 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

     

    (4) 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:

     

    (1) 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;

     

    (2) 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;

     

    (3) 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;

     

    (4) 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;

     

    (5) 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

     

    (6) 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 withdraw from the Distribution
      Account and pay to itself the Administration Fee. 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 Ratings Inc., if Fitch Ratings Inc. is a Rating Agency, or
      the equivalent rating by S&P or Moody’s, 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:

     

    (1) It
      is a
      national banking association duly organized, validly existing and in good
      standing under the laws of the United States of America.

     

    (2) 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.

     

    (3) 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.

     

    (4) 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.

     

    (5) 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.

     

    (6) 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, any unpaid Servicing Fees and Administration
      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 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.

     

    (b) The
      Servicer (in such capacity, the “Terminator”) shall have the right, 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 Master Servicer or the NIMS
      Insurer, if any, individually or collectively, 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:

     

    (1) 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;

     

    (2) 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

     

    (3) 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 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 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 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 not 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, Ocwen Loan Servicing, LLC, 1661 Worthington Road,
      Centrepark West, Suite 100, West Palm Beach, Florida 33409, 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: Corporate Trust Services—MASTR 2006-AM1
      (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-AM1 (telecopy number (410) 715-2380), with a copy to Wells Fargo Bank,
      N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,
      Attention: Client Manager—MASTR 2006-AM1, 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-AM1 (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 and (d) 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 and Standard &
Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., 55 Water
      Street, New York, New York 10007 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 Master Servicer, the 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

            


    

    


     

    
      	 	 	 	 	 	 	 	
              OCWEN
                LOAN SERVICING, LLC,

              as
                Servicer

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Richard Delgado

            
	 	 	 	 	 	 	 	
              Name:

            	
              Richard
                Delgado

            
	 	 	 	 	 	 	 	
              Title:

            	
              Authorized
                Representative

            


    

    


     

    
      	 	 	 	 	 	 	 	
              U.S.
                BANK NATIONAL ASSOCIATION,

              as
                Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Shannon Rantz

            
	 	 	 	 	 	 	 	
              Name:

            	
              Shannon
                Rantz

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            


    

    


     

    



    
      
        
           

          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    


    
      	
              For
                purposes of Sections 6.07, 6.08 and 6.09:

              RISK
                MANAGEMENT GROUP,
                LLC

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              By:

            	
              /s/
                Charles
                Carig

            	 	 
	
              Name:

            	
              Charles
                Carig

            	 	 
	
              Title:

            	
              President

            	 	 


    

    


    


    
      	
              By:

            	
              /s/
                John
                Cafiero

            	 	 
	
              Name:

            	
              John
                Cafiero

            	 	 
	
              Title:

            	
              Managing
                Member

            	 	 


    

    


    


    


    


    


    



    
      
         

        


         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


    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 Ocwen Loan Servicing, LLC, 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(c) OF THE AGREEMENT.

    


    


    
      	
              Series:
                2006-AM1

              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: $190,635,000

              Denomination:
                $190,635,000

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 27, 2006

              CUSIP:
                57643L PZ 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 A-1 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-1 Certificates in REMIC III 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 Trustee, the Trust Administrator and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trustee and the Trust Administrator with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. 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 representations
      set
      forth in Section 5.02(c) 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 Trustee, the Trust Administrator and any
      agent of the Depositor, the Master Servicer, the Trustee, the Trust
      Administrator 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 Trustee, the Trust Administrator 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 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 assume 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-AM1

     

    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

    


    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(c) OF THE AGREEMENT.

    


    


    
      	
              Series:
                2006-AM1

              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: $48,878,000

              Denomination:
                $48,878,000

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 27, 2006

              CUSIP:
                57643L QA 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 TRUSTEE, THE TRUST
      ADMINISTRATOR 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 REMIC III 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 Trustee, the Trust Administrator and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trustee and the Trust Administrator with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. 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 representations
      set
      forth in Section 5.02(c) 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 Trustee, the Trust Administrator 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 Trustee, the Trust Administrator 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 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 assume 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-AM1

     

    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

    


    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(c) OF THE AGREEMENT.

    


    


    
      	
              Series:
                2006-AM1

              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: $62,409,000

              Denomination:
                $62,409,000

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 27, 2006

              CUSIP:
                57643L QB 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 TRUSTEE, THE TRUST
      ADMINISTRATOR 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 REMIC III 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
      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 Trustee, the Trust Administrator and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. 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 representations
      set
      forth in Section 5.02(c) 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 Trustee, the Trust Administrator 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 Trustee, the Trust Administrator 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 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 assume 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-AM1

     

    
      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

    


    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-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(c) OF THE AGREEMENT.

    


    
      	
              Series:
                2006-AM1

              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: $20,810,000

              Denomination:
                $20,810,000

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 27, 2006

              CUSIP:
                57643L QC 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 TRUSTEE, THE TRUST
      ADMINISTRATOR 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 REMIC III 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 Trustee, the Trust Administrator and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. 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 representations
      set
      forth in Section 5.02(c) 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 Trustee, the Trust Administrator 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 Trustee, the Trust Administrator 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 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 assume 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-AM1

     

    
      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

    


    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(c) OF THE AGREEMENT.

    


    
      	
              Series:
                2006-AM1

              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: $15,469,000

              Denomination:
                $15,469,000

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 27, 2006

              CUSIP:
                57643L QD 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 TRUSTEE, THE TRUST
      ADMINISTRATOR 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 REMIC III 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 Trustee, the Trust Administrator and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. 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 representations
      set
      forth in Section 5.02(c) 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 Trustee, the Trust Administrator 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 Trustee, the Trust Administrator 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 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 assume 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-AM1

     

    
      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

    


    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(c) OF THE AGREEMENT.

    


    
      	
              Series:
                2006-AM1

              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: $14,621,000

              Denomination:
                $14,621,000

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 27, 2006

              CUSIP:
                57643L QE 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 TRUSTEE, THE TRUST
      ADMINISTRATOR 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 REMIC III 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 Trust Administrator and the Trustee and the rights of
      the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. 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 representations
      set
      forth in Section 5.02(c) 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 Trustee, the Trust Administrator 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 Trustee, the Trust Administrator 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 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 assume 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-AM1

     

    
      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

    


    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(c) OF THE AGREEMENT.

    



    
      
        A-7-

        


        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Series:
                2006-AM1

              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: $9,111,000

              Denomination:
                $9,111,000

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 27, 2006

              CUSIP:
                57643L QF 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 TRUSTEE, THE TRUST
      ADMINISTRATOR 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 REMIC III 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 Trust Administrator, the Trustee and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. 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 representations
      set
      forth in Section 5.02(c) 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 Trustee, the Trust Administrator 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 Trustee, the Trust Administrator 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 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 assume 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-AM1

     

    
      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

    


    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(c) OF THE AGREEMENT.

    
 

    
      	
              Series:
                2006-AM1

              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: $7,628,000

              Denomination:
                $7,628,000

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 27, 2006

              CUSIP:
                57643L QG 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 TRUSTEE, THE TRUST
      ADMINISTRATOR 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 REMIC III 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 Trustee, the Trust Administrator and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. 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 representations
      set
      forth in Section 5.02(c) 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 Trustee, the Trust Administrator 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 Trustee, the Trust Administrator 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 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 assume 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-AM1

     

    
      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

    


    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 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(c) OF THE AGREEMENT.


    


    
      	
              Series:
                2006-AM1

              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: $7,628,000

              Denomination:
                $7,628,000

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 27, 2006

              CUSIP:
                57643L QN 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 TRUSTEE, THE TRUST
      ADMINISTRATOR 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 REMIC II 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 Trustee, the Trust Administrator and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. 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 representations
      set
      forth in Section 5.02(c) 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 Trustee, the Trust Administrator 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 Trustee, the Trust Administrator 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 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 assume 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-AM1

     

    
      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

    


    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(c) OF THE AGREEMENT.

    


    
      	
              Series:
                2006-AM1

              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: $6,569,000

              Denomination:
                $6,569,000

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 27, 2006

              CUSIP:
                57643L QP 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 TRUSTEE, THE TRUST
      ADMINISTRATOR 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 REMIC III 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 Trustee, the Trust Administrator and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. 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 representations
      set
      forth in Section 5.02(c) 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 Trustee, the Trust Administrator 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 Trustee, the Trust Administrator 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 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 assume 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-AM1

     

    
      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

    


    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(c) OF THE AGREEMENT.

    


    
      	
              Series:
                2006-AM1

              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: $6,145,000

              Denomination:
                $6,145,000

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 27, 2006

              CUSIP:
                57643L QQ 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 TRUSTEE, THE TRUST
      ADMINISTRATOR 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 REMIC III 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 Trustee, the Trust Administrator and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. 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 representations
      set
      forth in Section 5.02(c) 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 Trustee, the Trust Administrator 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 Trustee, the Trust Administrator 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 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 assume 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-AM1

     

    
      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

    


    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(c) OF THE AGREEMENT.

    


    
      	
              Series:
                2006-AM1

              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: $5,509,000

              Denomination:
                $5,509,000

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 27, 2006

              CUSIP:
                57643L QH 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 TRUSTEE, THE TRUST
      ADMINISTRATOR 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 REMIC III 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 Trust Administrator, the Trustee and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. 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 representations
      set
      forth in Section 5.02(c) 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 Trustee, the Trust Administrator 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 Trustee, the Trust Administrator 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 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 assume 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-AM1

     

    
      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

    


    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.

     

    THE
      HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
      SET
      FORTH IN SECTION 5.02(c) OF THE AGREEMENT.


    


    
      	
              Series:
                2006-AM1

              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: $4,238,000

              Denomination:
                $4,238,000

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 27, 2006

              CUSIP:
                57643L QJ 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 TRUSTEE, THE TRUST
      ADMINISTRATOR 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 REMIC III 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 Trust Administrator, the Trustee and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. 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 representations
      set
      forth in Section 5.02(c) 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 Trustee, the Trust Administrator 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 Trustee, the Trust Administrator 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 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 assume 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-AM1

     

    
      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

    


    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.

     

    THE
      HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
      SET
      FORTH IN SECTION 5.02(c) OF THE AGREEMENT.

    


    
      	
              Series:
                2006-AM1

              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: $4,450,000

              Denomination:
                $4,450,000

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 27, 2006

              CUSIP:
                57643L QK 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 TRUSTEE, THE TRUST
      ADMINISTRATOR 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 REMIC III 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 Trust Administrator, the Trustee and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. 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 representations
      set
      forth in Section 5.02(c) 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 Trustee, the Trust Administrator 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 Trustee, the Trust Administrator 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 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 assume 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-AM1

     

    
      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

    


    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 ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IN 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 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-AM1

              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: $3,814,000

              Denomination:
                $3,814,000

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 27, 2006

              CUSIP:
                57643L QL 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 TRUSTEE, THE TRUST
      ADMINISTRATOR 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 REMIC III 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 Trust Administrator, the Trustee and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. 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 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.

     

    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(c) 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 Trustee, the Trust Administrator 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 Trustee, the Trust Administrator 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 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 assume 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-AM1

     

    
      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

    


    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 M-12 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 ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IN 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, THE CLASS
      M-10 CERTIFICATES AND THE CLASS M-11 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-AM1

              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-12 Certificates as of
                the
                
Issue Date: $3,814,000

              Denomination:
                $3,814,000

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 27, 2006

              CUSIP:
                57643L QM 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 TRUSTEE, THE TRUST
      ADMINISTRATOR 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-12 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-12 Certificates in REMIC III 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-12
      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-12 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-12 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 Trust Administrator, the Trustee and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. 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 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.

     

    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(c) 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 Trustee, the Trust Administrator 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 Trustee, the Trust Administrator 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 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 assume 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-AM1

     

    
      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

    


    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 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-AM1

              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
                Notional Amount of the Class

              CE
                Certificates as of the Issue Date: $423,811,710.41

              Notional
                Amount: $423,811,710.41

            	
              Aggregate
                Certificate Principal Balance of the Class CE Certificates as of
                the
                
Issue Date: $12,083,710.41

              Denomination:
                $12,083,710.41

              Master
                Servicer and Trust Administrator: Wells Fargo Bank, N.A.

              Trustee:
                U.S. Bank National Association

              Issue
                Date: February 27, 2006

            


    

    


    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 TRUSTEE, THE TRUST
      ADMINISTRATOR 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 Wells Fargo Bank, N.A., as Indenture Trustee under the Indenture,
      dated as of February 27, 2006, relating to MASTR ABS NIM Trust 2006-AM1 Notes,
      Series 2006-AM1 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 REMIC IV 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 Trustee, the Trust Administrator and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. 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 or the Master
      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, the Trust Administrator or the Trustee
      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 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.

     

    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(c) 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 Trustee, the Trust Administrator 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 Trustee, the Trust Administrator 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 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 assume 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-AM1

     

    
      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

    


    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 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-AM1

              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 27, 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 TRUSTEE, THE TRUST
      ADMINISTRATOR 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 Wells Fargo Bank, N.A., as Indenture Trustee under the Indenture,
      dated as of February 27, 2006, relating to MASTR ABS NIM Trust 2006-AM1 Notes,
      Series 2006-AM1 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 Trustee, the Trust Administrator and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. 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 or the Master
      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, the Trust Administrator or the Trustee
      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 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.

     

    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(c) 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 Trustee, the Trust Administrator 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 Trustee, the Trust Administrator 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 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 assume 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-AM1

     

    
      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

    


    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 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-AM1

              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 27, 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 TRUSTEE, THE TRUST
      ADMINISTRATOR 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 Trust Administrator and the Trustee and the rights of
      the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. 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 or the Master
      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. Neither the Depositor, the Trust Administrator nor the Trustee
      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 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.

     

    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(c) 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 Trustee, the Trust Administrator 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 Trustee, the Trust Administrator 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 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-AM1

     

    
      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

    


    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-20

     

    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-AM1

              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 27, 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 TRUSTEE, THE TRUST
      ADMINISTRATOR 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 Trust Administrator and the Trustee and the rights of
      the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. 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 Trust Administrator, the Trustee or the Master
      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. Neither the Depositor, the Trust Administrator nor the Trustee
      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 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.

     

    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(c) 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 Trustee, the Trust Administrator 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 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-AM1

     

    
      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

    


    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

     

    FORM
      OF
      ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

     

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      C-1

     

    FORM
      OF
      CUSTODIAN’S INITIAL CERTIFICATION

     

    See
      Exhibit 1 to the Custodial Agreement

     

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    


    


     

    EXHIBIT
      C-2

     

    FORM
      OF
      CUSTODIAN’S FINAL CERTIFICATION

     

    See
      Exhibit 2 to the Custodial Agreement

     

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      D

     

ASSIGNMENT,
      ASSUMPTION AND RECOGNITION AGREEMENT

     

    This
      Assignment, Assumption and Recognition Agreement (the “Agreement”) dated as of
      February 17, 2006 (the “Effective Date”), is by and among Ocwen Mortgage Asset
      Trust I (“Assignor”), Mortgage Asset Securitization Transactions, Inc.,
      (“Assignee”) and Aames Capital Corp. (the “Seller”).

     

    For
      and
      in consideration of the sum of one dollar ($1.00) and other valuable
      consideration the receipt and sufficiency of which are hereby acknowledged,
      and
      of the mutual covenants herein contained, the parties hereto hereby agree as
      follows:

     

    1. With
      respect to the mortgage loans listed on Exhibit
      A
      hereto
      (the “Mortgage Loans”), the Assignor hereby sells, grants, transfers and assigns
      to Assignee all of the right, title and interest of Assignor, as Purchaser,
      in,
      to and under that certain Master Bulk Sale and Interim Servicing Agreement,
      dated as of November 1, 2005, by and among the Assignor, the Seller and
      Ellington Management Group, LLC, as amended by the Amendment to the Master
      Bulk
      Sale and Servicing Agreement, dated as of February 1, 2006 (as amended, the
      “Master Bulk Sale and Interim Servicing Agreement”), and the Memorandum of Sale
      dated November 17, 2005 and the Memorandum of Sale dated January 11, 2006
      (together with the Master Bulk Sale and Interim Servicing Agreement, the “Master
      Sale Agreement”) thereto, each executed by the Seller, and the Mortgage Loans
      delivered thereunder by the Seller to the Assignor; provided however, that
      (i)
      the Assignor does not assign any of its rights pursuant to Section 3.05 of
      the
      Master Bulk Sale and Interim Servicing Agreement, (ii) the Assignor specifically
      reserves and does not assign to the Assignee any right, title and interest
      in
      and to any mortgage loans subject to the Master Sale Agreement other than the
      Mortgage Loans that are subject to this Agreement, (iii) in the event the
      Assignor repurchases any Mortgage Loan or performs any other obligation
      hereunder that is also the obligation of the Seller under the Master Sale
      Agreement, the Assignor shall be deemed to have retained its right to enforce
      such obligation of the Seller to the extent that it has performed such
      obligation and (iv) the Assignor retains its rights to indemnification under
      Section 3.03 and Section 7.01 of the Master Bulk Sale and Interim Servicing
      Agreement. Capitalized terms used but not defined herein shall have the meanings
      assigned to them in the Master Sale Agreement or if not defined therein, in
      the
      Pooling and Servicing Agreement defined below.

     

    The
      parties hereto acknowledge that simultaneously with the execution of this
      Agreement, the Assignee is
      securitizing the Mortgage Loans into a securitization pursuant
      to a pooling and servicing agreement (the “Pooling and Servicing Agreement”)
      dated as of February 1, 2006, among the Assignee, Ocwen Loan Servicing, LLC
      (the
“Servicer”), Wells Fargo Bank, N.A. (the “Master Servicer” and the “Trust
      Administrator”) and U.S. Bank National Association (the “Trustee”). Upon
      execution of the Pooling and Servicing Agreement, the Trustee, on behalf of
      the
      certificateholders, shall be the Purchaser (as such term is defined in the
      Master Sale Agreement) of the Mortgage Loans.

     

    2. In
      consideration for the Mortgage Loans assigned hereunder, the Assignee shall,
      on
      the date hereof, deliver to or upon the order of the Assignor or its designee
      (i) an amount, in immediately available funds, equal to the net proceeds of
      the
      sale of the Class A and the Mezzanine Certificates and (ii) the Class CE
      Certificates and Class P Certificates.

     

    3. The
      Assignor has delivered or caused to be delivered to the Custodian or any
      assignee, transferee or designee of the Assignee each of the documents for
      each
      Mortgage Loan as described in Section 2.01 of the Pooling and Servicing
      Agreement.

     

    4. The
      Assignor warrants and represents to, and covenants with, the Assignee that
      as of
      the date hereof:

     

    a. To
      the
      best of the Assignor’s knowledge, nothing has occurred in the period of time
      from the related Closing Date (as defined in the Master Sale Agreement) to
      the
      date hereof which would cause such representations and warranties referred
      to in
      Exhibit B herein to be untrue in any material respects as of the date
      hereof.

     

    b. The
      Assignor is the lawful owner of the Mortgage Loans with the full right to
      transfer the Mortgage Loans free from any and all claims and encumbrances
      whatsoever;

     

    c. The
      Assignor has not received notice of, and has no knowledge of, any offsets,
      counterclaims or other defenses available to the Seller with respect to the
      Master Sale Agreement or the Mortgage Loans;

     

    d. The
      Assignor has not waived or agreed to any waiver under, or agreed to any
      amendment or other modification of, the Master Sale Agreement or the Mortgage
      Loans. The Assignor has no knowledge of, and has not received notice of, any
      waivers under or amendments or other modifications of, or assignments of rights
      or obligations under, the Master Sale Agreement or the Mortgage Loans;
      and

     

    e. Neither
      the Assignor nor anyone acting on its behalf has offered, transferred, pledged,
      sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage
      Loans or any other similar security to, or solicited any offer to buy or accept
      a transfer, pledge or other disposition of the Mortgage Loans, any interest
      in
      the Mortgage Loans or any other similar security from, or otherwise approached
      or negotiated with respect to the Mortgage Loans, any interest in the Mortgage
      Loans or any other similar security with, any person in any manner, or made
      any
      general solicitation by means of general advertising or in any other manner,
      or
      taken any other action which would constitute a distribution of the Mortgage
      Loans under the Securities Act of 1933 (the “Securities Act”) or which would
      render the disposition of the Mortgage Loans a violation of Section 5 of the
      Securities Act or require registration pursuant thereto.

     

    5.
       The
      Assignor hereby acknowledges and agrees that the remedies available to the
      Assignee and the Trust in connection with any breach of the representations
      and
      warranties made by the Assignor set forth in Section 4 hereof shall be as set
      forth in Section 2.03 of the Pooling and Servicing Agreement as if they were
      set
      forth herein. 

     

    6. The
      Assignee warrants and represent to, and covenants with, the Assignor and the
      Seller pursuant to Section 9.07 of the Master Sale Agreement that:

     

    a. The
      Assignee understands that the Mortgage Loans have not been registered under
      the
      Securities Act or the securities laws of any state;

     

    b. The
      Assignee is acquiring the Mortgage Loans for investment for its own account
      only
      and not for any other person. In this connection, neither the Assignee nor
      any
      person authorized to act therefor has offered to sell the Mortgage Loans by
      means of any general advertising or general solicitation within the meaning
      of
      Rule 502(c) Regulation D promulgated under the Securities Act;

     

    c. The
      Assignee considers itself a substantial sophisticated institutional investor
      having such knowledge and experience in financial and business matters that
      it
      is capable of evaluating the merits and risks of investment in the Mortgage
      Loans;

     

    d. The
      Assignee has been furnished with all information regarding the Mortgage Loans
      that it has requested from the Assignor or the Seller;

     

    e. Neither
      the Assignee nor anyone acting on its behalf has offered, transferred, pledged,
      sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage
      Loans or any other similar security to, or solicited any offer to buy or
      accepted a transfer, pledge or other disposition of the Mortgage Loans, any
      interest in the Mortgage Loans or any other similar security from, or otherwise
      approached or negotiated with respect to the Mortgage Loans, any interest in
      the
      Mortgage Loans or any other similar security with, any person in any manner
      which would constitute a distribution of the Mortgage Loans under the Securities
      Act or which would render the disposition of the Mortgage Loans a violation
      of
      Section 5 of the Securities Act or require registration pursuant thereto, nor
      will it act, nor has it authorized or will it authorize any person to act,
      in
      such manner with respect to the Mortgage Loans; and

     

    f. Either
      (1) the Assignee is not an employee benefit plan (“Plan”) within the meaning of
      section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”) or a plan (“Plan”) within the meaning of section 4975(e)(1) of the
      Internal Revenue Code of 1986 (“Code”), and the Assignee is not directly or
      indirectly purchasing the Mortgage Loans on behalf of, investment manager of,
      as
      named fiduciary of, as trustee of, or with assets of, a Plan; or (2) the
      Assignee’s purchase of the Mortgage Loans will not result in a prohibited
      transaction under section 406 of ERISA or section 4975 of the Code.

     

    g. The
      Trust
      Administrator’s address for purposes of all notices and correspondence related
      to the Mortgage Loans and the Master Sale Agreement is:

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attention:
      Client Manager MABS 2006-AM1

    Telephone:
      (410) 884-2000

    Fax:
      (410) 715-2380

     

    7. Accuracy
      of the Agreements.

     

    The
      Seller and the Assignor represent and warrant to the Assignee that (i) attached
      hereto as Exhibit
      B
      are
      true, accurate and complete copies of the Master Sale Agreement and all
      amendments and modifications, if any, thereto and (ii) the Master Sale Agreement
      has not been amended or modified in any respect, except as set forth in this
      Agreement.

     

    8. Recognition
      of Trustee.

     

    From
      and
      after the date hereof, the Seller shall note the transfer of the Mortgage Loans
      to the Trustee on behalf of certificateholders in its books and records and
      the
      Seller shall recognize the Trustee as the owner of the Mortgage Loans. It is
      the
      intention of the Assignor, the Seller and the Assignee that the Master Sale
      Agreement shall be binding upon and inure to the benefit of the Seller and
      the
      Trustee and their respective successors and assigns.

     

    9. Regulation
      AB and Indemnification

     

    (a)  The
      Assignor hereby represents and warrants to the Assignee as of the date hereof
      and shall be deemed to represent to the Assignee as of the date of the Free
      Writing Prospectus, as of the date of the Prospectus Supplement and as of each
      date on which a Form 10-D, Form 10-K or Form 8-K is filed on behalf of the
      Trust
      Fund that, except as disclosed in writing to the Assignee and the Trust
      Administrator prior to such date: (i) there are no material legal or
      governmental proceedings pending (or known to be contemplated) against it that
      are material to Certificateholders; and (ii) there are no affiliations relating
      to the Assignor with respect to the Assignee or any Transaction Party, any
      relationships or transactions of a type described in Item 1119(b) of Regulation
      AB relating to the Assignor and any Transaction Party or any specific
      relationships involving the transaction contemplated by the Pooling and
      Servicing Agreement or the Mortgage Loans between the Assignor and any
      Transaction Party. “Transaction Party” means any
      of the
      following and their affiliates: MASTR Asset Backed Securities Trust 2006-AM1
      (“Issuing Entity”), the Depositor, the Master Servicer, the Servicer, the
      Trustee, the Trust Administrator, Bear Stearns Financial Products Inc., the
      Custodian or other material party related to the Certificates or the Mortgage
      Loans.

     

    (b)  If
      so
      requested by the Assignee or the Trust Administrator on any date following
      the
      Closing Date for the purpose of satisfying the Assignees’s reporting obligation
      under the Exchange Act with respect to any class of Certificates, the Assignor
      shall, within five Business Days following such request, confirm in writing
      the
      accuracy of the representations and warranties set forth in paragraph (a) of
      this section 9 or, if any such representation and warranty is not accurate
      as of
      the date of such confirmation, provide reasonably adequate disclosure of the
      pertinent facts, in writing, to the requesting party. Any such request from
      the
      Assignee or the Trust Administrator shall not be given more than once each
      calendar quarter, unless the Assignee or the Trust Administrator shall have
      a
      reasonable basis for a determination that any of the representations and
      warranties may not be accurate.

     

    (c)  For
      so
      long as the Certificates are outstanding, for the purpose of satisfying the
      Assignees’s reporting obligation under the Exchange Act with respect to any
      class of Certificates prior to suspension of such reporting obligations, the
      Assignor shall (a) notify the Assignee and the Trust Administrator in writing
      of
      any material litigation or governmental proceedings pending against the Assignor
      that would be material to Certificateholders, and provide to the Assignor and
      the Trust Administrator a written description of such proceedings, (b) notify
      the Assignee and the Trust Administrator of any affiliations relating to the
      Assignor with respect to the Assignee or any Transaction Party, any
      relationships or transaction any relationships or transactions of a type
      described in Item 1119(b) of Regulation AB relating to the Assignor and any
      Transaction Party or any specific relationships involving the transaction
      contemplated by the Pooling and Servicing Agreement or the Mortgage Loans
      between the Assignor and any Transaction Party and (c) for the purpose of
      satisfying the Assignees’s reporting obligation under the Exchange Act with
      respect to any class of Certificates prior to suspension of such reporting
      obligations, promptly notify the Depositor,
      the Master Servicer, the Servicer, the Trustee, the Trust Administrator, Bear
      Stearns Financial Products Inc. and the Custodian of any party that is the
      successor of any of the foregoing parties or otherwise becomes material to
      the
      Certificates or the Mortgage Loans.
      Any
      notices and descriptions required under this Section 9(c) shall be given no
      later than five calendar days following the Distribution Date in the month
      in
      which the Assignor has knowledge of the occurrence of the relevant event. As
      of
      the date the Assignee or Trust Administrator files each Report on Form 10-D
      or
      Form 10-K with respect to the Certificates, the Assignor will be deemed to
      represent that any information previously provided under this Section 9(c),
      if
      any, is materially correct and does not have any material omissions unless
      the
      Assignor has provided an update to such information.

     

    (d)  Ocwen
      Financial Corporation ("Ocwen Financial") agrees with the Assignee,
      for the
      sole and exclusive benefit of the Assignee and any assignee, transferee or
      designee of the Assignee, to indemnify and hold harmless the Assignee, the
      Trust
      Administrator and the Trustee and each person who controls the Assignee, the
      Trust Administrator and the Trustee against (i) any failure by the Assignor
      to
      perform any of its obligations under this Agreement or (ii) any untrue statement
      of a material fact contained or alleged to be contained in any information
      or
      other material provided under this Section 9 by or on behalf of the Assignor
      (the “Assignor Information”), or the omission or alleged omission to state in
      the Assignor Information a material fact required to be stated in the Assignor
      Information or necessary in order to make the statements therein, in the light
      of the circumstances under which they were made, not misleading. Ocwen Financial
      agrees that there are no conditions precedent to the obligations of Ocwen
      Financial hereunder other than written demand to the Assignor to perform its
      obligations under this Agreement. This
      indemnification shall survive the termination of this Agreement.

     

    10.
      It is
      the express intent of the parties hereto that the conveyance of the Mortgage
      Loans by the Assignor to the Assignee as provided in Section 2 hereof be
      construed as a sale of the Mortgage Loans by the Assignor to the Assignee and
      not as a pledge of the Mortgage Loans by the Assignor to the Assignee to secure
      a debt or other obligation of the Assignor. However, in the event that,
      notwithstanding the aforementioned intent of the parties, the Mortgage Loans
      are
      held to be property of the Assignor, then (a) it is the express intent of the
      parties that such conveyance be deemed a pledge of the Mortgage Loans by the
      Assignor to the Assignee to secure a debt or other obligation of the Assignor
      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 2 hereof shall be deemed to be a
      grant by the Assignor to the Assignee of a security interest in all of the
      Assignor'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 Assignee
      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
      Assignee for the purpose of perfecting such security interest under applicable
      law. Any assignment of the interest of the Assignee pursuant to Section 2 hereof
      shall also be deemed to be an assignment of any security interest created
      hereby. The Assignor and the Assignee 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.

     

    [Signatures
      Follow]

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties have caused this Assignment, Assumption and
      Recognition Agreement be executed by their duly authorized officers as of the
      date first above written.

     

    


    



    
      
        
          


          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    OCWEN
      MORTGAGE ASSET TRUST I 

    By:
      Delaware Trust Company, National Association, 
not in its individual capacity
      but solely as Owner Trustee

    


    


    By:_________________________________

    Name:

    Title:

    


    


     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

    Assignee

    


     

    By:_________________________________

    Name:

    Title:

     

    


    By:_________________________________

    Name:

    Title:

     

     

    AAMES
      CAPITAL CORP.

    Seller

     

    


     

    By:_________________________________

    Name:

    Title:

     

    


     

    


     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Acknowledged
      and agreed

     

    WELLS
      FARGO BANK, N.A.,

    in
      its
      capacity as Trust Administrator

     

    By:________________________

    Name:

    Title:

     

    For
      purposes of Section 9:

    


    OCWEN
      FINANCIAL CORPORATION

     

    


     

    


     

    


     

    By: ________________________________

     

    Name:

     

    Title:

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      A

     

    Mortgage
      Loans

     

    


     


    
      
        
          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    Exhibit
      B

     

    AMENDMENT
      TO THE MASTER BULK SALE AND SERVICING AGREEMENT

     

    THIS
      AMENDMENT TO
      THAT
      CERTAIN MASTER BULK SALE AND INTERIM SERVICING AGREEEMNT (the
      “Amendment”) dated as of February 1, 2006, by and between Ocwen
      Mortgage Asset Trust I (the “Purchaser”) and Aames Capital Corp. (the
“Seller”).

     

    WHEREAS,
      the Purchaser and the Seller have entered into that certain Master Bulk Sale
      and
      Interim Servicing Agreement, dated as of November 1, 2005 (the “Agreement”)
      which prescribes the manner of purchase, conveyance, servicing and control
      of
      certain Mortgage Loans purchased by the Purchaser from the Seller from time
      to
      time;

     

    WHEREAS,
      the Purchaser and the Seller wish to amend provisions of the Agreement as
      provided herein; and

     

    WHEREAS,
      capitalized terms not otherwise defined herein shall have the meanings set
      forth
      in the Agreement.

     

    NOW
      THEREFORE, in consideration of the mutual premises set forth herein and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Purchaser and the Seller agree as follows:

     

    1. The
      definition of “Repurchase Price” in Article I of the Agreement shall be amended
      by inserting at the beginning of each clause (iii) the following:

     

    “any
      unreimbursed servicing advances made by a Successor Servicer, plus”

     

    2. Section
      3.03 of the Agreement is amended by inserting the following language as the
      last
      paragraph therein:

     

    “Notwithstanding
      any provision in this Agreement to the contrary, upon receipt of notice by
      the
      Seller of the breach of the representation and warranty set forth in Section
      1(yy) of Exhibit I which adversely affects the interests of the Purchaser or
      any
      holder of any right or security representing the right to receive the Prepayment
      Premium, the Seller shall remedy such breach as follows: if the representation
      and warranty made by the Seller in Section 1(yy) of Exhibit I is breached and
      a
      Principal Prepayment has occurred in the applicable prepayment period, the
      Seller must pay the amount of the scheduled Prepayment Premium, in accordance
      with instructions provided by the Purchaser or its assigns, net of any benefit
      to the holder of any right or security representing the right to receive the
      Prepayment Premium, in respect of such Prepayment Premium.”

     

    3. Except
      as
      modified by this Amendment, all terms, conditions, representations and
      warranties of the Agreement or related agreements shall remain in full force
      and
      effect. If any term or condition of this Amendment is in conflict with any
      term
      or condition of the Agreement, the terms of this Amendment shall
      control.

     

    4. This
      Amendment may be executed simultaneously in any number of counterparts. Each
      counterpart shall be deemed to be an original, and all such counterparts shall
      constitute one and the same instrument.

     

    5. This
      Amendment 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.

     

    6. This
      Amendment shall inure to the benefit of and be binding upon the Purchaser and
      the Seller under the Agreement, and their respective successors and permitted
      assigns.

     

    


     

    [Signatures
      Follow]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Purchaser and the Seller have caused their names to be
      signed to this Amendment by their respective officers, duly authorized as of
      the
      day and year first above written.

     

    OCWEN
      MORTGAGE ASSET TRUST I

     

    
      	 	
              By:

            	
              Ocwen
                Financial Corporation, as
                Administrator

            


    

     

    By:______________________________

     

    Name:____________________________

     

    Title:_____________________________

     

    AAMES
      CAPITAL CORP.

     

    By:______________________________

     

    Name:____________________________

     

    Title:_____________________________

     

    


     


    
      
        
          


          


          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


          


          


        

      

    



     

    OCWEN
      MORTGAGE ASSET TRUST I

     

     

    Purchaser

     

     

    ELLINGTON
      MANAGEMENT GROUP, LLC

     

     

    Fund
      Advisor

     

     

    


     

     

    and

     

    AAMES
      CAPITAL CORP.

     

    Seller

     

    


    


    


    


    MASTER
      BULK SALE AND INTERIM SERVICING AGREEMENT

     

    Dated
      as of November 1, 2005

     

    


    


    


    


    Adjustable
      and Fixed-Rate Mortgage Loans

     

    


     

    



    
      
        
          


          


          


          


        

         

      

      
         

        
          

        

      

      
         

        
          EXECUTION
            VERSION

          


          


          


        

      

    



    TABLE
      OF CONTENTS

     

     

    ARTICLE
      I
      DEFINITIONS

     

    ARTICLE
      II AGREEMENT TO PURCHASE; CONVEYANCE OF MORTGAGE LOANS; PURCHASE PRICE;
      POSSESSION OF MORTGAGE FILES; MAINTENANCE OF SERVICING FILES; BOOKS AND RECORDS;
      CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS; CLOSING CONDITIONS

    Section
      2.01.Agreement
      to Purchase; Conveyance of Mortgage Loans; Purchase Price; Possession of
      Mortgage Files; Maintenance of Servicing Files.

    Section
      2.02.Books
      and
      Records; Transfers of Mortgage Loans.

    Section
      2.03.Custodial
      Agreement; Delivery of Documents.

    Section
      2.04.Quality
      Control Procedures.

    Section
      2.05.Closing
      Conditions.

    Section
      2.06.Costs.

     

    ARTICLE
      III REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH

    Section
      3.01.Seller
      Representations, Warranties and Covenants Regarding the Seller.

    Section
      3.02.Representations,
      Warranties and Covenants Regarding Individual Mortgage Loans.

    Section
      3.03.Repurchase
      and other Remedies.

    Section
      3.04.Payment
      Default; Exercise of Rescission Right.

    Section
      3.05.Premium
      Recapture.

    Section
      3.06.Review
      of
      Mortgage Loans.

     

    ARTICLE
      IV ADMINISTRATION AND SERVICING OF MORTGAGE LOANS DURING THE INTERIM SERVICING
      PERIOD

    Section
      4.01.Seller
      to
      Act as Servicer.

    Section
      4.02.Collection
      of Mortgage Loan Payments.

    Section
      4.03.Maintenance
      of Fidelity Bond and Errors and Omissions Insurance.

    Section
      4.04.Gramm
      Leach Bliley Act.

    Section
      4.05.Disaster
      Recovery/Business Continuity Plan.

     

    ARTICLE
      V
      TRANSFER OF SERVICING

    Section
      5.01.Assumption
      of Responsibilities at Transfer Date.

     

    ARTICLE
      VI SELLER TO COOPERATE

    Section
      6.01.Provision
      of Information.

    Section
      6.02.Financial
      Statements.

    Section
      6.03.Reports
      of Litigation.

     

    ARTICLE
      VII THE SELLER

    Section
      7.01.Indemnification;
      Third Party Claims.

    Section
      7.02.Merger
      or
      Consolidation of the Seller.

    Section
      7.03.Limitation
      on Liability of Seller and Others.

    Section
      7.04.Limitation
      on Resignation and Assignment by Seller.

     

    ARTICLE
      VIII RECONSTITUTION OF MORTGAGE LOANS AND COMPLIANCE WITH REGULATION
      AB

     

    ARTICLE
      IX MISCELLANEOUS PROVISIONS

    Section
      9.01.Amendment.

    Section
      9.02.Governing
      Law.

    Section
      9.03.Arbitration.

    Section
      9.04.Notices.

    Section
      9.05.Severability
      of Provisions.

    Section
      9.06.Relationship
      of Parties.

    Section
      9.07.Successors
      and Assigns; Assignment of Agreement.

    Section
      9.08.Solicitation
      of Mortgagor.

    Section
      9.09.Further
      Agreements.

    Section
      9.10.Confidential
      Information.

    Section
      9.11.Information
      Security and Privacy.

    Section
      9.12.Equal
      Opportunity.

    Section
      9.13.Counterparts.

    Section
      9.14.Exhibits.

    Section
      9.15.General
      Interpretive Principles.

    Section
      9.16.Reproduction
      of Documents.

    Section
      9.17.Trade
      Confirmation.

    


    


    EXHIBITS

    


    
      	
              Exhibit
                A

            	
              Contents
                of Each Mortgage File

            
	
              Exhibit
                B

            	
              Mortgage
                Loan Schedule

            
	
              Exhibit
                C

            	
              Form
                of Trade Confirmation

            
	
              Exhibit
                D

            	
              Form
                of Memorandum of Sale

            
	
              Exhibit
                E

            	
              Form
                of Assignment, Assumption and Recognition Agreement

            
	
              Exhibit
                F

            	
              Underwriting
                Guidelines

            
	
              Exhibit
                G

            	
              Form
                of Opinion of Counsel

            
	
              Exhibit
                H

            	
              Representations,
                Warranties and Covenants Regarding the Seller

            
	
              Exhibit
                I

            	
              Representations,
                Warranties and Covenants Regarding Individual Mortgage
                Loans

            
	
              Exhibit
                J

            	
              Reconstitutions
                of Mortgage Loans and Compliance with Regulation AB

            
	
              Exhibit
                K

            	
              Servicing
                Transfer Procedures 

            


    

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

 

    MASTER
      BULK SALE AND INTERIM SERVICING AGREEMENT

     

    This
      is a
      Master Bulk Sale and Interim Servicing Agreement (the “Agreement”) for
      adjustable and fixed rate residential first and second mortgage loans, dated
      and
      effective as of November 1, 2005, and is executed among OCWEN MORTGAGE ASSET
      TRUST I, as purchaser (the “Purchaser”), AAMES CAPITAL CORP., as seller and
      interim servicer (the “Seller”) and solely with respect to Sections 9.10 and
      9.11, ELLINGTON MANAGEMENT GROUP, LLC, as fund advisor to the
      Purchaser.

     

    W I T N E S S E T H

     

    WHEREAS,
      the Purchaser has agreed to purchase from time to time from the Seller and
      the
      Seller has agreed to sell from time to time to the Purchaser first and second
      lien adjustable and fixed rate mortgage loans, together with the servicing
      rights associated with such Mortgage Loans; and

     

    WHEREAS,
      the Mortgage Loans will be sold by the Seller and purchased by the Purchaser
      as
      pools or groups of whole loans, servicing released (each, a “Mortgage Loan
      Package”) on the various Closing Dates as provided herein; and

     

    WHEREAS,
      each of the Mortgage Loans as of the related Closing Date will be secured by
      a
      mortgage, deed of trust or other security instrument creating a first or second
      lien on a residential dwelling located in the jurisdiction indicated on the
      related Mortgage Loan Schedule for the related Mortgage Loan Package, which
      will
      be annexed to a Memorandum of Sale (defined herein) on the related Closing
      Date;
      and

     

    WHEREAS,
      the Purchaser and the Seller wish to prescribe the manner of purchase of the
      Mortgage Loans and the conveyance, interim servicing and control of the Mortgage
      Loans.

     

    NOW,
      THEREFORE, in consideration of the mutual agreements hereinafter set forth,
      and
      for other good and valuable consideration, the receipt and adequacy of which
      is
      hereby acknowledged, the Purchaser and the Seller agree as
      follows:


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

     

        
      ARTICLE II  

     

    DEFINITIONS

     

    Whenever
      used herein, the following words and phrases, unless the content otherwise
      requires, shall have the following meanings:

     

    Accepted
      Practices:
      Procedures (including collection procedures) that comply with Applicable Laws
      and that the Seller customarily employs and exercises in underwriting,
      originating, servicing and administering mortgage loans for its own account
      and
      which are in accordance with the accepted mortgage originating and servicing
      practices of prudent subprime mortgage lending institutions which originate
      and
      service mortgage loans of the same type as the Mortgage Loans in the
      jurisdiction where the related Mortgaged Property is located.

     

    Adjustable
      Rate Mortgage Loan:
      A
      Mortgage Loan that contains a provision pursuant to which the Mortgage Interest
      Rate is adjusted periodically.

     

    Adjustment
      Date:
      As to
      each Adjustable Rate Mortgage Loan, the date on which the Mortgage Interest
      Rate
      is adjusted in accordance with the terms of the related Mortgage Note and
      Mortgage.

     

    Affiliate:
      With
      respect to any specified Person, any other Person controlling, controlled by
      or
      under common control with such specified Person.

     

    Agreement:
      This
      Master Bulk Sale and Interim Servicing Agreement and all amendments hereof
      and
      supplements hereto.

     

    ALTA:
      The
      American Land Title Association or any successor thereto.

     

    Applicable
      Laws:
      All
      legal and regulatory requirements (including statues, rules, regulations and
      ordinances) of federal, state and local governmental agencies, boards,
      commissions, instrumentalities or other governmental bodies to which any
      Mortgage Loan or any previous or current party (including the servicer) to
      any
      Mortgage Loan is subject.

     

    Appraisal:
      Either
      (i) written appraisal of a Mortgaged Property made by a Qualified
      Appraiser,
      which
      appraisal must be written, in form and substance to satisfy the requirements
      of
      Title XI of the Financial Institution, Reform, Recovery and Enforcement Act
      of
      1989 and the regulations promulgated thereunder, in effect as of the date of
      the
      appraisal or (ii) to the extent reflected on the Mortgage Loan Schedule, another
      form of valuation of the Mortgaged Property permitted under the related
      Underwriting Guidelines.

     

    Appraised
      Value:
      With
      respect to any Mortgage Loan, the lesser of (i) the value set forth on the
      Appraisal made in connection with the origination of the related Mortgage Loan
      as the value of the related Mortgaged Property, or (ii) the purchase price
      paid
      for the Mortgaged Property, provided, however, that in the case of a refinanced
      Mortgage Loan, such value shall be based solely on the Appraisal made in
      connection with the origination of such Mortgage Loan.

     

    Assignment,
      Assumption and Recognition Agreement:
      The
      agreement substantially in the form of Exhibit
      E
      attached
      hereto.

     

    Assignment
      of Mortgage:
      An
      assignment of the Mortgage, notice of transfer or equivalent instrument in
      recordable form, sufficient under the laws of the jurisdiction wherein the
      related Mortgaged Property is located to reflect the sale of the Mortgage to
      the
      Purchaser.

     

    Balloon
      Mortgage Loan:
      Any
      Mortgage Loan which by its original terms or any modifications thereof provides
      for amortization beyond its scheduled maturity date.

     

    BPO:
      A
      broker’s price opinion with respect to a Mortgaged Property.

     

    Business
      Day:
      Any day
      other than (i) a Saturday or Sunday, or (ii) a day on which banking or savings
      and loan institutions in the State of New York or the state in which the
      Seller’s servicing operations are located are authorized or obligated by law or
      executive order to be closed.

     

    Buydown
      Agreement:
      An
      agreement between the Seller and a Mortgagor, or an agreement among the Seller,
      a Mortgagor and a seller of a Mortgaged Property or a third party with respect
      to a Mortgage Loan which provides for the application of Buydown
      Funds.

     

    Buydown
      Funds:
      In
      respect of any Buydown Loan, any amount contributed by the seller of a Mortgaged
      Property subject to a Buydown Loan, the buyer of such property, the Seller
      or
      any other source, plus interest earned thereon, in order to enable the Mortgagor
      to reduce the payments required to be made from the Mortgagor’s funds in the
      early years of a Mortgage Loan.

     

    Buydown
      Loan:
      Any
      Mortgage Loan in respect of which, pursuant to a Buydown Agreement, (i) the
      Mortgagor pays less than the full monthly payments specified in the Mortgage
      Note for a specified period and (ii) the difference between the payments
      required under such Buydown Agreement and the Mortgage Note is provided from
      Buydown Funds.

     

    Closing
      Date:
      With
      respect to a Mortgage Loan Package, the date or dates, set forth in the related
      Memorandum of Sale, on which the Purchaser will purchase and the Seller will
      sell the Mortgage Loans identified therein.

     

    Code:
      The
      Internal Revenue Code of 1986, as it may be amended from time to time or any
      successor statute thereto, and applicable U.S. Department of the Treasury
      regulations issued pursuant thereto.

     

    Commission:
      The
      United States Securities and Exchange Commission.

     

    Cooperative
      Corporation:
      The
      entity that holds title (fee or an acceptable leasehold estate) to the real
      property and improvements constituting the Cooperative Property and which
      governs the Cooperative Property, which Cooperative Corporation must qualify
      as
      a Cooperative Housing Corporation under Section 216 of the Code.

     

    Cooperative
      Loan:
      Any
      Mortgage Loan secured by Cooperative Shares and a Proprietary
      Lease.

     

    Cooperative
      Loan Documents:
      With
      respect to any Cooperative Loan, (i) the Cooperative Shares, together with
      a
      stock power in blank; (ii) the original executed Security Agreement and the
      assignment of the Security Agreement endorsed in blank; (iii) the original
      executed Proprietary Lease and the assignment of the Proprietary Lease endorsed
      in blank; (iv) the original executed Recognition Agreement and the
      assignment of the Recognition Agreement (or a blanket assignment of all
      Recognition Agreements) endorsed in blank; (v) the executed UCC-1 financing
      statement with evidence of recording thereon, which has been filed in all places
      required to perfect the security interest in the Cooperative Shares and the
      Proprietary Lease; and (vi) the Seller’s executed UCC-3 financing statements (or
      copies thereof) or other appropriate UCC financing statements required by state
      law, evidencing a complete and unbroken chain of title from the mortgagee to
      the
      Seller with evidence of recording thereon (or in a form suitable for
      recordation).

     

    Cooperative
      Property:
      The
      real property and improvements owned by the Cooperative Corporation, that
      includes the allocation of individual dwelling units to the holders of the
      Cooperative Shares of the Cooperative Corporation.

     

    Cooperative
      Shares:
      Shares
      issued by a Cooperative Corporation.

     

    Cooperative
      Unit:
      A
      single family dwelling located in a Cooperative Property.

     

    Credit
      Score:
      The
      credit score of the Mortgagor provided by an organization providing credit
      scores at the time of the origination of a Mortgage Loan as reflected on the
      related Mortgage Loan Schedule and determined in accordance with the related
      Underwriting Guidelines.

     

    Custodial
      Agreement:
      The
      agreement between the Purchaser and the Custodian governing the retention of
      the
      originals of each Mortgage Note, Mortgage, Assignment of Mortgage and other
      Mortgage Loan Documents.

     

    Custodian:
      The
      custodian under the Custodial Agreement, which shall initially be Deutsche
      Bank
      National Trust Company, or its successor in interest or assigns, or any
      successor to the Custodian under the Custodial Agreement as provided
      therein.

     

    Cut-off
      Date:
      With
      respect to each Mortgage Loan, as specified in the related Memorandum of Sale,
      either the first day of the month of the related Closing Date or such other
      date
      specified in the related Trade Confirmation.

     

    Delivery
      Requirements:
      As
      defined in Section 5.01.

     

    Depositor:
      The
      depositor, as such term is defined in Regulation AB, with respect to any
      Securitization Transaction.

     

    Due
      Date:
      The day
      of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive
      of any days of grace, as specified in the related Mortgage Note.

     

    Errors
      and Omissions Insurance Policy:
      An
      errors and omissions insurance policy to be maintained by the Seller pursuant
      to
      Section 4.03.

     

    Escrow
      Payments:
      With
      respect to any Mortgage Loan, the amounts constituting ground rents, taxes,
      assessments, water rates, sewer rents, mortgage insurance premiums, fire and
      hazard insurance premiums, and any other payments required to be escrowed by
      the
      Mortgagor with the mortgagee pursuant to the Mortgage or any other related
      document.

     

    Exchange
      Act:
      The
      Securities Exchange Act of 1934, as amended.

     

    Fannie
      Mae:
      The
      entity formerly known as Federal National Mortgage Association (FNMA), or any
      successor thereto.

     

    FDIC:
      The
      Federal Deposit Insurance Corporation, or any successor thereto.

     

    Fidelity
      Bond:
      A
      fidelity bond to be maintained by the Seller pursuant to
      Section 4.03.

     

    First
      Lien:
      With
      respect to each Mortgaged Property, the lien of the mortgage, deed of trust
      or
      other instrument securing a Mortgage Note which creates a first lien on the
      Mortgaged Property.

     

    Flood
      Zone Service Contract:
      A
      transferable contract maintained for the Mortgaged Property with a nationally
      recognized flood zone service provider for the purpose of obtaining the current
      flood zone relating to such Mortgaged Property.

     

    Freddie
      Mac:
      The
      entity formerly known as the Federal Home Loan Mortgage Corporation (FHLMC),
      or
      any successor thereto.

     

    GAAP:
      Generally accepted accounting principles, consistently applied.

     

    Gross
      Margin:
      With
      respect to each Adjustable Rate Mortgage Loan, the fixed percentage amount
      set
      forth in the related Mortgage Note which is added to the Index in order to
      determine the related Mortgage Interest Rate, as set forth in the Mortgage
      Loan
      Schedule.

     

    HUD:
      The
      United States Department of Housing and Urban Development or any federal agency
      or official thereof which may from time to time succeed to the functions thereof
      with regard to FHA mortgage insurance. The term “HUD,” for purposes of this
      Agreement, is also deemed to include subdivisions thereof such as the FHA and
      Government National Mortgage Association.

     

    Index:
      With
      respect to any Adjustable Rate Mortgage Loan, the index identified on the
      Mortgage Loan Schedule and set forth in the related Mortgage Note for the
      purpose of calculating the interest therein.

     

    Interest-Only
      Adjustment Date:
      With
      respect to each Interest-Only Mortgage Loan, the date specified in the related
      Mortgage Note on which the Monthly Payment will be adjusted to include principal
      as well as interest.

     

    Interest-Only
      Mortgage Loan:
      A
      Mortgage Loan which only requires payments of interest for a period of time
      specified in the related Mortgage Note.

     

    Interim
      Servicing Fee:
      With
      respect to each Mortgage Loan, the amount of the fee the Purchaser shall pay
      to
      the Company for servicing the Mortgage Loans in accordance with the terms of
      this Agreement during the Interim Servicing Period, which shall be equal to
      ten
      dollars ($10.00) per Mortgage Loan per month, unless otherwise agreed by the
      parties. Such fee shall be payable monthly (a pro rata Interim Servicing Fee
      shall be paid for any partial month within the Interim Servicing
      Period).

     

    Interim
      Servicing Period:
      With
      respect to each Mortgage Loan Package, the period of time from and including
      the
      related Closing Date to but not including the related Servicing Transfer
      Date.

     

    Loan-to-Value
      Ratio or LTV:
      With
      respect to any Mortgage Loan, the ratio of (i) the original loan amount of
      the
      Mortgage Loan at its origination (unless otherwise indicated) plus, in the
      case
      of Second Lien Mortgage Loans, the amount of any related First Lien as of the
      date of origination of the Mortgage Loan and (ii) to the Appraised Value of
      the
      Mortgaged Property.

     

    Market
      Change Event:
      (a) a
      suspension or material limitation in trading in securities generally on the
      New
      York Stock Exchange or on NASDAQ; (b) a general moratorium on commercial banking
      activities declared by either Federal or New York State authorities or a
      material disruption in commercial banking or securities settlement or clearance
      services in the United States; or (c) the outbreak or escalation of hostilities
      involving the United States or the declaration by the United States of a
      national emergency or war, if the effect of any such event specified in clause
      (c) in the judgment of the Purchaser makes it impracticable or inadvisable
      to
      proceed with the transactions as contemplated in this Agreement on the terms
      and
      in the manner contemplated in this Agreement.

     

    Material
      Adverse Change:
      (a) a
      material adverse change in, or a material adverse effect upon, the operations,
      business, properties, condition (financial or otherwise) or prospects of the
      Seller; (b) a material impairment of the ability of the Seller to perform under
      this Agreement or any related agreements; or (c) a material adverse effect
      upon
      the legality, validity, binding effect or enforceability of this Agreement
      against the Seller (unless such material adverse effect is directly caused
      by an
      action of the Purchaser which can be remedied by the Purchaser).

     

    Memorandum
      of Sale:
      With
      respect to each Mortgage Loan and Mortgage Loan Package, the memorandum of
      sale,
      substantially in the form of Exhibit
      D
      attached
      hereto, confirming the sale by Seller and the purchase by Purchaser of the
      Mortgage Loan Package on the related Closing Date.

     

    Monthly
      Payment:
      With
      respect to any Mortgage Loan (other than an Option ARM Mortgage Loan) the
      scheduled monthly payment of principal and/or interest on a Mortgage Loan.
      With
      respect to any Option ARM Mortgage Loan, the payment of interest and/or
      principal elected to be paid by a Mortgagor pursuant to the payment options
      under the related Mortgage Note on each Due Date which payment may change on
      any
      Due Date as provided in the related Mortgage Note.

     

    Mortgage:
      With
      respect to any Mortgage Loan that is not a Cooperative Loan, the mortgage,
      deed
      of trust or other instrument securing a Mortgage Note, which creates a first
      or
      second lien on the Mortgaged Property securing the Mortgage Note and, with
      respect to a Cooperative Loan, the related Servicing Agreement.

     

    Mortgage
      File:
      The
      items pertaining to a particular Mortgage Loan referred to in Exhibit A
      annexed
      hereto, and any additional documents required to be added to the Mortgage File
      pursuant to this Agreement.

     

    Mortgage
      Interest Rate:
      The
      annual rate of interest borne on a Mortgage Note in accordance with the
      provisions of the Mortgage Note.

     

    Mortgage
      Loan:
      An
      individual Mortgage Loan which is the subject of this Agreement, each Mortgage
      Loan originally sold and subject to this Agreement being identified on the
      Mortgage Loan Schedule annexed to the related Memorandum of Sale, which Mortgage
      Loan includes without limitation the Mortgage File, the Monthly Payments,
      Principal Prepayments, liquidation proceeds, condemnation proceeds, insurance
      proceeds and all other rights, benefits, proceeds and obligations arising from
      or in connection with such Mortgage Loan.

     

    Mortgage
      Loan Documents:
      The
      documents referred to in Exhibit
      A
      as items
      1 through 11.

     

    Mortgage
      Loan Package:
      The
      pool or group of whole loans purchased on a Closing Date, as described in the
      Mortgage Loan Schedule annexed to the related Memorandum of Sale.

     

    Mortgage
      Loan Schedule:
      With
      respect to each Mortgage Loan Package, the schedule of Mortgage Loans annexed
      to
      the related Memorandum of Sale (and delivered in electronic format to the
      Purchaser), such schedule setting forth the information set forth on
Exhibit
      B
      with
      respect to each Mortgage Loan in the related Mortgage Loan Package.

     

    Mortgage
      Note:
      The
      note or other evidence of the indebtedness of a Mortgagor secured by a
      Mortgage.

     

    Mortgaged
      Property:
      With
      respect to each Mortgage Loan that is not a Cooperative Loan, the Mortgagor’s
      real property or leasehold interest, including any improvements, securing
      repayment of a related Mortgage Note, consisting of an unsubordinated estate
      in
      fee simple or, with respect to real property located in jurisdictions in which
      the use of leasehold estates for residential properties is a widely-accepted
      practice, a leasehold estate, in a single parcel or multiple parcels of real
      property improved by a residential dwelling. With respect to each Cooperative
      Loan, the Cooperative Shares allocated to a Cooperative Unit in the related
      Cooperative Corporation that were pledged to secure such Cooperative Loan and
      the related Proprietary Lease.

     

    Mortgagor:
      The
      obligor on a Mortgage Note.

     

    Negative
      Amortization:
      A
      gradual increase in the mortgage debt that occurs when the Monthly Payment
      is
      not sufficient for full application to both principal and interest. The interest
      shortage is added to the unpaid principal balance to create “negative”
amortization.

     

    Officer’s
      Certificate:
      A
      certificate signed by the Chairman of the Board, the Chief Executive Officer,
      the President, an Executive Vice President, a Senior Vice President, a Vice
      President or an Assistant Vice President and by the Treasurer or the Secretary
      or one of the Assistant Treasurers or Assistant Secretaries of the Seller,
      and
      delivered to the Purchaser as required by this Agreement.

     

    Opinion
      of Counsel:
      A
      written opinion of counsel, who may be an employee of the Seller, reasonably
      acceptable to the Purchaser.

     

    Option
      ARM Mortgage Loan:
      An
      Adjustable Rate Mortgage Loan with an original term to maturity of not more
      than
      thirty (30) years and with respect to which the related borrower may choose
      a
      flexible payment option each month pursuant to the terms of the related Mortgage
      Note.

     

    Originator:
      With
      respect to any Mortgage Loan, the entity that (i) took the Mortgagor’s loan
      application, (ii) processed the Mortgagor’s loan application, or (iii) closed
      and/or funded such Mortgage Loan.

     

    Periodic
      Interest Rate Cap:
      As to
      each Adjustable Rate Mortgage Loan, the maximum increase or decrease in the
      Mortgage Interest Rate on any Adjustment Date pursuant to the terms of the
      Mortgage Note.

     

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

     

    Prepayment
      Premium:
      With
      respect to a Prepayment Premium Loan, the prepayment charge or penalty interest
      required to be paid by the Mortgagor in connection with a prepayment of the
      related Mortgage Loan, as provided in the related Mortgage Note or Mortgage,
      and
      as specified on the related Mortgage Loan Schedule.

     

    Prepayment
      Premium Loan:
      Each
      Mortgage Loan identified on the related Mortgage Loan Schedule with respect
      to
      which the Mortgagor must pay a Prepayment Premium in connection with a Principal
      Prepayment.

     

    Prime
      Rate:
      The
      prime rate announced to be in effect from time to time, as published as the
      average rate in The
      Wall Street Journal.

     

    Principal
      Prepayment:
      Any
      payment or other recovery of principal on a Mortgage Loan which is received
      in
      advance of its scheduled Due Date, including any Prepayment Premium thereon
      and
      which is not accompanied by an amount of interest representing scheduled
      interest due on any date or dates in any month or months subsequent to the
      month
      of prepayment.

     

    Proprietary
      Lease:
      With
      respect to any Cooperative Unit, a lease or occupancy agreement between a
      Cooperative Corporation and a holder of related Cooperative Shares.

     

    Purchase
      Price:
      The
      price specified in the related Memorandum of Sale and paid on the Closing Date
      by the Purchaser to the Seller for the Mortgage Loans included in one or more
      Mortgage Loan Packages, as calculated and adjusted as set forth in the related
      Trade Confirmation.

     

    Purchaser:
      Ocwen
      Mortgage Asset Trust I, or its successor in interest or any successor or
      assignee to the Purchaser under this Agreement as herein provided.

     

    Qualified
      Appraiser:
      An
      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,
      and whose compensation was not affected by the approval or disapproval of the
      Mortgage Loan, and such appraiser and the appraisal made by such appraiser
      both
      satisfied the requirements of Title XI of the Financial Institution Reform,
      Recovery, and Enforcement Act and the regulations promulgated thereunder, all
      as
      in effect on the date the Mortgage Loan was originated.

     

    Qualified
      Correspondent:
      Any
      Person from which the Seller purchased Mortgage Loans, provided that the
      following conditions are satisfied: (i) such Mortgage Loans were originated
      pursuant to an agreement between the Seller and such Person that contemplated
      that such Person would underwrite mortgage loans from time to time, for sale
      to
      the Seller, in accordance with underwriting guidelines designated by the Seller
      (“Designated Guidelines”) or guidelines that do not vary materially from such
      Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten as
      described in clause (i) above and were acquired by the Seller within one hundred
      eighty (180) calendar days after origination; (iii) either (x) the Designated
      Guidelines were, at the time such Mortgage Loans were originated, used by the
      Seller in origination of mortgage loans of the same type as the Mortgage Loans
      for the Seller’s own account or (y) the Designated Guidelines were, at the time
      such Mortgage Loans were underwritten, designated by the Seller on a consistent
      basis for use by lenders in originating mortgage loans to be purchased by the
      Seller; and (iv) the Seller employed, at the time such Mortgage Loans were
      acquired by the Seller, pre-purchase or post-purchase quality assurance
      procedures (which may involve, among other things, review of a sample of
      mortgage loans purchased during a particular time period or through particular
      channels) designed to ensure that Persons from which it purchased mortgage
      loans
      properly applied the underwriting criteria designated by the
      Seller.

     

    Qualified
      Substitute Mortgage Loan:
      A
      mortgage loan eligible to be substituted by the Seller for a Deleted Mortgage
      Loan which must, on the date of such substitution be approved by the Purchaser.
      

     

    Rating
      Agency:
      Each of
      Fitch, Inc., Moody’s Investors Service, Inc., and Standard & Poor’s Ratings
      Services, a division of The McGraw-Hill Companies, Inc., or any successor
      thereto.

     

    Recognition
      Agreement:
      With
      respect to any Cooperative Loan, an agreement between the related Cooperative
      Corporation and the originator of such Mortgage Loan to establish the rights
      of
      such originator in the related Cooperative Property.

     

    Reconstitution:
      Any
      Securitization Transaction or Whole Loan Transfer.

     

    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.

     

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

     

    REMIC
      Provisions:
      Provisions of the federal income tax law relating to a REMIC, which appear
      at
      Section 860A through 860G of Subchapter M of Chapter 1, Subtitle A of the Code,
      and related provisions, and regulations, rulings or pronouncements promulgated
      thereunder, as the foregoing may be in effect from time to time.

     

    Repurchase
      Price:
      With
      respect to any Mortgage Loan for which discovery of or notice of breach occurs
      within twelve (12) months after the Closing Date a price equal to (i) the Stated
      Principal Balance of the Mortgage Loan as of the date on which such repurchase
      takes place multiplied by the purchase price percentage set forth in the related
      Memorandum of Sale plus (ii) interest on such Stated Principal Balance at the
      Mortgage Interest Rate from the date on which interest has last been paid and
      distributed to the Purchaser through the last day of the month in which such
      repurchase takes place, plus (iii) all costs and expenses incurred by the
      Purchaser arising out of or based upon the related breach of representation
      and
      warranty of the Seller, including without limitation costs and expenses incurred
      in the enforcement of the Seller’s repurchase obligation under Section 3.03,
      plus (iv) all costs and expenses incurred by or on behalf of the Purchaser
      in
      connection with any predatory or abusive-lending law, less (v) amounts received
      or advanced in respect of such repurchased Mortgage Loan which are being held
      by
      the Successor Servicer for distribution in the month of repurchase. With respect
      to any Mortgage Loan for which discovery of or notice of breach occurs more
      than
      twelve (12) months after the Closing Date, a price equal to (i) the Stated
      Principal Balance of the Mortgage Loan as of the date on which such repurchase
      takes place plus (ii) interest on such Stated Principal Balance at the Mortgage
      Interest Rate from the date on which interest has last been paid and distributed
      to the Purchaser through the last day of the month in which such repurchase
      takes place, plus (iii) all costs and expenses incurred by the Purchaser arising
      out of or based upon the related breach of representation and warranty of the
      Seller, including without limitation costs and expenses incurred in the
      enforcement of the Seller’s repurchase obligation under Section 3.03, plus (iv)
      all costs and expenses incurred by or on behalf of the Purchaser in connection
      with any predatory or abusive-lending law, less (v) amounts received or advanced
      in respect of such repurchased Mortgage Loan which are being held by the
      Successor Servicer for distribution in the month of repurchase.

     

    RESPA:
      The
      Real Estate Settlement Procedures Act, as amended.

     

    Second
      Lien:
      With
      respect to each Mortgaged Property, the lien of the mortgage, deed of trust
      or
      other instrument securing a Mortgage Note which creates a second lien on the
      Mortgaged Property.

     

    Second
      Lien Mortgage Loan:
      A
      Mortgage Loan secured by the lien on the Mortgaged Property, subject to one
      prior lien on such Mortgaged Property securing financing obtained by the related
      Mortgagor.

     

    Securities
      Act of 1933 or the 1933 Act:
      The
      Securities Act of 1933, as amended.

     

    Securitization
      Transaction:
      Any
      transaction involving either (1) a sale or other transfer of some or all of
      the
      Mortgage Loans directly or indirectly to an issuing entity in connection with
      an
      issuance of publicly offered or privately placed, rated or unrated
      mortgage-backed securities or (2) an issuance of publicly offered or privately
      placed, rated or unrated securities, the payments on which are determined
      primarily by reference to one or more portfolios of residential mortgage loans
      consisting, in whole or in part, of some or all of the Mortgage
      Loans.

     

    Seller:
      Aames
      Capital Corp., or its successor in interest or assigns, or any successor to
      the
      Seller under this Agreement appointed as herein provided.

     

    Seller
      Employees:
      As
      defined in Section 4.03.

     

    Seller
      Information:
      As
      defined in Section 8.05.

     

    Servicing
      Advances:
      All
      customary, reasonable and necessary “out of pocket” costs and expenses
      (including reasonable attorneys’ fees and disbursements) incurred in the
      performance by the Seller of its servicing obligations hereunder.

     

    Servicing
      File:
      With
      respect to each Mortgage Loan, the file retained by the Seller consisting of
      originals or copies, which may be imaged copies, of all documents in the
      Mortgage File which are not delivered to the Custodian and copies of the
      Mortgage Loan Documents listed in the Custodial Agreement the originals of
      which
      are delivered to the Custodian pursuant to Section 2.03.

     

    Servicing
      Transfer Date:
      The
      date on which the responsibility for the servicing of the Mortgage Loans
      included in a Mortgage Loan Package transfers from Seller to the Successor
      Servicer, which date shall be the date which is, unless otherwise agreed by
      the
      Seller and the Purchaser, fifteen (15) calendar days following the related
      Closing Date (or if such date is not a Business Day, the Business Day
      immediately succeeding such date).

     

    Stated
      Principal Balance:
      As to
      each Mortgage Loan, (i) the principal balance of the Mortgage Loan at the
      related Cut-off Date after giving effect to payments of principal received
      on or
      before such date, whether or not received (except with respect to Option ARM
      Mortgage Loans, in which case, to the extent received), minus (ii) all amounts
      previously distributed to the Purchaser with respect to the related Mortgage
      Loan representing payments or recoveries of principal or advances in lieu
      thereof.

     

    Static
      Pool Information:
      Static
      pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation
      AB.

     

    Subservicer:
      Aames
      Funding Corporation.

     

    Subservicing
      Agreement:
      Any
      subservicing agreement between the Seller and any Subservicer relating to
      servicing and/or administration of some or all of the Mortgage Loans included
      in
      a Mortgage Loan Package.

     

    Successor
      Servicer:
      Ocwen
      Loan Servicing, LLC and any successor servicer with respect to the Mortgage
      Loans.

     

    Tax
      Service Contract:
      A
      transferable contract maintained for the Mortgaged Property with a tax service
      provider for the purpose of obtaining current information from local taxing
      authorities relating to such Mortgaged Property.

     

    Third-Party
      Originator:
      Each
      Person, other than a Qualified Correspondent, that originated Mortgage Loans
      acquired by the Seller.

     

    Trade
      Confirmation:
      With
      respect to any Mortgage Loan Package purchased and sold on any Closing Date,
      the
      letter agreement between the Purchaser and the Seller, in the form attached
      hereto as Exhibit
      C
      (including any exhibits, schedules and attachments thereto) or as shall be
      agreed upon by the parties from time to time, setting forth the terms and
      conditions of such transaction and describing the Mortgage Loans to be purchased
      by the Purchaser on such Closing Date. A Trade Confirmation may relate to more
      than one Mortgage Loan Package to be purchased on one or more Closing Dates
      hereunder.

     

    Underwriting
      Guidelines:
      The
      underwriting guidelines of the Seller attached hereto as Exhibit
      F,
      as may
      be updated and incorporated into Exhibit
      F
      from
      time to time by providing such updates to the Purchaser.

     

    Whole
      Loan Transfer:
      Any
      sale or transfer of some or all of the Mortgage Loans by the Purchaser to a
      third party, which sale or transfer is not a Securitization
      Transaction.

     


    
      
         

        


        


        


         

      

      
         

        
          

        

      

      
         

      

    


    


     

    ARTICLE
      III  

     

     

    AGREEMENT
      TO PURCHASE; CONVEYANCE OF MORTGAGE LOANS; PURCHASE PRICE; POSSESSION OF
      MORTGAGE FILES; MAINTENANCE OF SERVICING FILES; BOOKS AND RECORDS; CUSTODIAL
      AGREEMENT; DELIVERY OF DOCUMENTS; CLOSING CONDITIONS

     

    Section
      3.01.  Agreement
      to Purchase; Conveyance of Mortgage Loans; Purchase Price; Possession of
      Mortgage Files; Maintenance of Servicing Files.

     

    (A) Agreement
      to Purchase; Conveyance of Mortgage Loans

     

    In
      exchange for the payment of the Purchase Price on the related Closing Date,
      the
      Seller agrees to sell and the Purchaser agrees to purchase, without recourse,
      but subject to the terms of this Agreement, on a servicing released basis,
      all
      of the right, title and interest of the Seller in and to the Mortgage Loans
      in a
      Mortgage Loan Package having an aggregate Stated Principal Balance on the
      related Cut-off Date in an amount as set forth in the related Memorandum of
      Sale. The Seller shall deliver the Mortgage Loan Schedule for the Mortgage
      Loan
      Package to be purchased on the related Closing Date to the Purchaser at least
      two (2) Business Days prior to such Closing Date. Pursuant to Section 2.03,
      the
      Seller will deliver the Mortgage Loan Documents to the Custodian.
      Notwithstanding any provision in this Agreement to the contrary, Mortgage Loans
      purchased under this Agreement may not be subject to any risk sharing agreement
      between the Originator and any mortgage insurance company, and the Seller shall
      any Mortgage Loan subject to such arrangement to be released therefrom prior
      to
      the related Closing Date or shall not sell such Mortgage Loan to the
      Purchaser.

     

    (B) Purchase
      Price

     

    The
      Purchase Price for each Mortgage Loan listed on the related Mortgage Loan
      Schedule shall be the percentage of par as stated in or otherwise calculated
      pursuant to the related Trade Confirmation (subject to adjustment as provided
      therein), multiplied by its Stated Principal Balance as of the related Cut-off
      Date. If so provided in the related Trade Confirmation, portions of the Mortgage
      Loans shall be priced separately. In addition to the Purchase Price as described
      above, the Purchaser shall pay to the Seller, at closing, accrued interest
      on
      the Stated Principal Balance of each Mortgage Loan as of the related Cut-off
      Date at the Mortgage Interest Rate from the related Cut-off Date through the
      day
      prior to the related Closing Date, both inclusive. With respect to each Mortgage
      Loan (other
      than Option ARM Mortgage Loans) purchased,
      the Purchaser shall own and be
      entitled to receive: (a) all Monthly Payments due (or received in the case
      of
      the Option ARM Mortgage Loans)
      after
      the applicable Cut-off Date
      and
      (b) all
      other payments and/or recoveries of principal collected on or after the
      applicable Cut-off Date (provided, however, that all scheduled payments of
      principal and interest due on or before the applicable Cut-off Date and
      collected by the Servicer after the applicable Cut-off Date shall,
      except
      in the case of the Option ARM Mortgage Loans,
      belong
      to the Seller).

     

    (C) Possession
      of Mortgage Files; Maintenance of Servicing Files

     

    The
      contents of each Servicing File are and shall be held in trust by the Seller
      for
      the benefit of the Purchaser as the owner thereof. The Seller shall take all
      necessary steps to ensure that the documents required to be included in the
      Servicing File are complete and shall maintain the Servicing File as required
      by
      this Agreement and Accepted Practices. Possession of each Servicing File by
      the
      Seller is at the will of the Purchaser for the sole purpose of servicing the
      related Mortgage Loan during the Interim Servicing Period, and such retention
      and possession by the Seller is in a custodial capacity only. Upon the sale
      of
      the Mortgage Loans, the ownership of each Mortgage Note, the related Mortgage
      and the related Mortgage File and Servicing File shall vest immediately in
      the
      Purchaser, and the ownership of all records and documents with respect to the
      related Mortgage Loan prepared by or which come into the possession of the
      Seller shall vest immediately in the Purchaser and shall be retained and
      maintained by the Seller, in trust, at the will of the Purchaser and only in
      such custodial capacity. The Seller shall release its custody of the contents
      of
      any Servicing File only in accordance with written instructions from the
      Purchaser or is in connection with the transfer of servicing pursuant to Section
      5.01 or a repurchase of any Mortgage Loan pursuant to Section 3.03.
      Servicing Files for the Mortgage Loans shall be delivered to the Successor
      Servicer on or before the related Servicing Transfer Date.

     

    (D) Tax
      Service Contract; Flood Zone Service Contract

     

    Each
      Mortgage Loan shall be covered by a life of loan Tax Service Contract and a
      life
      of loan Flood Zone Service Contract. 

     

    (E) Home
      Mortgage Disclosure Act

     

    The
      Seller shall provide to the Purchaser all data and information (in form and
      substance acceptable to the Purchaser) required to be collected by the
      Originator or owner of mortgage loans under the Home Mortgage Disclosure
      Act.

     

    Section
      3.02.  Books
      and Records; Transfers of Mortgage Loans.

     

    The
      sale
      of each Mortgage Loan shall be reflected on the Seller’s balance sheet and other
      financial statements, tax returns and business records as a sale of assets
      by
      the Seller. The Seller shall be responsible for maintaining, and shall maintain,
      a complete set of books and records for each Mortgage Loan which shall be marked
      clearly to reflect the ownership of each Mortgage Loan by the Purchaser. In
      particular, the Seller shall maintain in its possession, available for
      inspection by the Purchaser, or its designee, and shall deliver to the Purchaser
      upon demand, evidence of compliance with all Applicable Laws, including but
      not
      limited to documentation as to the method used in determining the applicability
      of the provisions of the Flood Disaster Protection Act of 1973, as amended,
      to
      the Mortgaged Property and documentation evidencing insurance
      coverage.

     

    For
      the
      purposes of this Agreement, the Seller shall be under no obligation to deal
      with
      any person with respect to this Agreement or the Mortgage Loans unless the
      books
      and records show such person as the owner of the Mortgage Loan. The Purchaser
      may, subject to the terms of this Agreement, sell and transfer one or more
      of
      the Mortgage Loans. 

     

    Section
      3.03.  Custodial
      Agreement; Delivery of Documents.

     

    The
      Seller will, with respect to each Mortgage Loan, deliver and release the
      Mortgage Loan Documents to the Custodian at least five (5) Business Days prior
      to the related Closing Date. The Seller further agrees that it will not alter
      the information 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.

     

    The
      Custodian shall be required to certify its receipt of the Mortgage Loan
      Documents required to be delivered pursuant to the Custodial Agreement prior
      to
      the related Closing Date, as evidenced by the initial certification of the
      Custodian in the form annexed to the Custodial Agreement. The Purchaser shall
      be
      responsible for the initial and on-going fees and expenses of the
      Custodian.

     

    Except
      as
      otherwise provided in this Section 2.03 and in Section 3.03, upon discovery
      or
      receipt of notice of any defective document required to be included in a
      Mortgage File, or that a document required to be in a Mortgage File is missing,
      the Seller shall have sixty (60) days to cure such defect or deliver such
      missing document to the Custodian. Any document required to be included in
      a
      Mortgage File that is not executed as required or does not strictly comply
      with
      all legal requirements shall be deemed to be defective. If the Seller does
      not
      cure such defect or deliver such missing document within such time period,
      the
      Seller shall repurchase such Mortgage Loan in accordance with Section
      3.03.

     

    If
      the
      original or a copy certified by the appropriate recording office of any document
      submitted for recordation to the appropriate public recording office is not
      so
      delivered to the Custodian within one hundred fifty (150) calendar days
      following the related Closing Date, and if the Seller does not cure such failure
      within thirty (30) calendar days after receipt of written notification of such
      failure from the Purchaser, the related Mortgage Loan shall, upon the request
      of
      the Purchaser, be repurchased by the Seller at a price and in the manner
      specified in Section 3.03.

     

    In
      the
      event the public recording office is delayed in returning any original document,
      the Seller shall deliver to the Custodian within one hundred eighty (180)
      calendar days following the related Closing Date, a copy of such document and
      an
      Officer’s Certificate, which shall (i) identify the recorded document;
      (ii) state that the recorded document has not been delivered to the
      Custodian due solely to a delay by the public recording office, (iii) state
      the
      amount of time generally required by the applicable recording office to record
      and return a document submitted for recordation, and (iv) specify the date
      the
      applicable recorded document will be delivered to the Custodian. The Seller
      will
      be required to deliver the document to the Custodian by the date specified
      in
      (iv) above. An extension of the date specified in (iv) above may be requested
      from the Purchaser, which consent shall not be unreasonably withheld. However,
      if the Seller cannot either (i) deliver such original or clerk-certified copy
      of
      any document submitted for recordation to the appropriate public recording
      office or (ii) provide evidence satisfactory to the Purchaser that the Seller
      is
      using commercially reasonable efforts to obtain such recorded copy within three
      hundred sixty five (365) calendar days following the related Closing Date,
      the
      Seller shall, at the option of the Purchaser, indemnify the Purchaser for
      expenses related to such failure and repurchase the related Mortgage Loan at
      the
      price and in the manner specified in Section 3.03.

     

    In
      addition to any rights granted to the Purchaser hereunder to underwrite the
      Mortgage Loans and review the Mortgage Loan Documents prior to the Closing
      Date,
      the Purchaser shall be entitled to conduct a due diligence review of the
      Mortgage Files in accordance with the timetable and any additional terms and
      conditions set forth in the Trade Confirmation. Such underwriting by the
      Purchaser or its designee shall not impair or diminish the rights of the
      Purchaser or any of its successors under this Agreement with respect to a breach
      of the representations and warranties contained in this Agreement. The fact
      that
      the Purchaser or its designee has conducted or has failed to conduct any partial
      or complete examination of the Mortgage Files shall not affect the Purchaser’s
      or any of its successors’ rights to demand repurchase or other relief or remedy
      provided for in this Agreement.

     

    Section
      3.04.  Quality
      Control Procedures.

     

    The
      Seller shall have an internal quality control program in writing that verifies,
      on a regular basis, the existence and accuracy of the legal documents, credit
      documents, property appraisals, and underwriting decisions. The program shall
      include evaluating and monitoring the overall quality of the Seller’s
      underwriting, originating, administering and servicing activities in accordance
      with industry standards and Applicable Laws. The Seller shall make available
      upon request of the Purchaser the Seller’s quality control policies and
      procedures.

     

    Section
      3.05.  Closing
      Conditions.

     

    The
      closing for the purchase and sale of each Mortgage Loan Package shall take
      place
      on the respective Closing Date. The closing shall be either: by telephone,
      confirmed by letter or wire as the parties shall agree; or conducted in person,
      at such place as the parties may agree.

     

    The
      closing for each Mortgage Loan Package shall be subject to the satisfaction
      of
      each of the following conditions:

     

    (a)  with
      respect to the Purchaser’s obligations to close:

     

    (i)  the
      Seller shall have delivered to the Purchaser and the Custodian the related
      Mortgage Loan Schedule and an electronic data file containing information on
      a
      loan-level basis;

     

    (ii)  all
      of
      the representations and warranties of the Seller under this Agreement shall
      be
      true and correct as of the related Closing Date (or such other date specified
      herein) in all material respects;

     

    (iii)  the
      Purchaser and its counsel shall have received an opinion from the Seller’s
      counsel, substantially in the form of Exhibit
      G
      attached
      hereto (with respect to the initial closing only);

     

    (iv)  the
      Purchaser shall have received from the Custodian an initial certification with
      respect to its receipt of the Mortgage Loan Documents for the related Mortgage
      Loans, which certification shall be in form and substance acceptable to the
      Purchaser;

     

    (v)  the
      Purchaser shall have received originals of the related Memorandum of Sale,
      the
      related Trade Confirmation and a funding memorandum setting forth the Purchase
      Price(s), and the accrued interest thereon, for the Mortgage Loan Package,
      in
      each case executed on behalf of the Seller;

     

    (vi)  no
      Material Adverse Change or Market Change Event shall have occurred since the
      date of the Trade Confirmation; and

     

    (vii)  all
      other
      terms and conditions of this Agreement, the related Memorandum of Sale and
      the
      related Trade Confirmation to be satisfied by the Seller shall have been
      complied with in all material respects; and

     

    (b)  with
      respect to the Seller’s obligations to close:

     

    (i)  the
      Seller shall have received a copy of the initial certification of the Custodian
      with respect to its receipt of the Mortgage Loan Documents for the related
      Mortgage Loans;

     

    (ii)  the
      Seller has received originals of the related Memorandum of Sale, the related
      Trade Confirmation and a funding memorandum setting forth the Purchase Price(s),
      and accrued interest thereon, for the Mortgage Loan Package, in each case
      executed on behalf of the Purchaser; and

     

    (iii)  all
      terms
      and conditions of this Agreement, the related Memorandum of Sale and the related
      Trade Confirmation to be satisfied by the Purchaser shall have been materially
      complied with.

     

    Upon
      satisfaction of the foregoing conditions, the Purchaser shall pay to the Seller
      on such Closing Date the Purchase Price for the related Mortgage Loan Package,
      including accrued interest pursuant to Section 2.01 of this
      Agreement.

     

    Section
      3.06.  Costs.

     

    The
      Purchaser shall pay any commissions due its salesmen, the Custodian and the
      legal fees and expenses of its attorneys. All other costs and expenses incurred
      in connection with the transfer and delivery of the Mortgage Loans, including
      without limitation recording fees, fees for title policy endorsements and
      continuations, fees for recording Assignments of Mortgage, if any, and the
      Seller’s attorney’s fees, shall be paid by the Seller.

     


    
      
         

        


        


        


         

      

      
         

        
          

        

      

      
         

      

    


    


     

    ARTICLE
      IV  

     

     

    REPRESENTATIONS
      AND WARRANTIES REMEDIES AND BREACH

     

    Section
      4.01.  Seller
      Representations, Warranties and Covenants Regarding the Seller.

     

    The
      Seller hereby makes the representations, warranties and covenants set forth
      in
Exhibit
      H
      hereto
      to the Purchaser as of the related Closing Date.

     

    Section
      4.02.  Representations,
      Warranties and Covenants Regarding Individual Mortgage Loans.

     

    As
      to
      each Mortgage Loan, the Seller hereby makes the representations, warranties
      and
      covenants set forth in Exhibit
      I
      hereto
      to the Purchaser as of the related Closing Date.

     

    Section
      4.03.  Repurchase
      and other Remedies.

     

    It
      is
      understood and agreed that the representations and warranties set forth in
      the
      exhibits referred to in Sections 3.01 and 3.02 shall survive the sale of
      the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan
      Documents to the Custodian and shall inure to the benefit of the Purchaser
      and
      any Successor Servicer hereunder, notwithstanding any restrictive or qualified
      endorsement on any Mortgage Note or Assignment of Mortgage or the examination
      or
      failure to examine any Mortgage File. Notwithstanding the foregoing sentence,
      the representations and warranties set forth in Exhibit I hereto referred to
      in
      Section 3.02 contained in the following sections: 1 (b), (c), (d), (m), (p),
      (r), (u), (x), (ee), (ff), (gg), (jj), (mm), (bbb), (eee), (fff), (ggg), (qqq),
      and 2(o) shall expire two (2) years from the Closing Date. Upon discovery by
      either the Seller or the Purchaser of any defective or missing document required
      to be included in a Mortgage File (“Defective Document”) or a breach of any of
      the foregoing representations and warranties either of which materially
      adversely affects the value of a Mortgage Loan or the interest of the Purchaser
      (or that adversely affects the interests of Purchaser in the related Mortgage
      Loan in the case of a representation and warranty relating to a particular
      Mortgage Loan), the party discovering such Defective Document or a breach shall
      give prompt written notice to the other. Any such breach or Defective Document
      that causes a Mortgage Loan not be a “qualified mortgage” within the meaning of
      Section 860G(a)(3) of the Code shall be deemed to adversely affect the interests
      of the Purchaser. With respect to the representations and warranties set forth
      in the exhibits referred to in Sections 3.01 and 3.02 that are made to the
      best
      of the Seller’s knowledge, if it is discovered that the substance of such
      representation and warranty is inaccurate and such inaccuracy materially and
      adversely affects the value of the related Mortgage Loan or the interest of
      the
      Purchaser in such Mortgage Loan, the Purchaser shall be entitled to all the
      remedies to which it would be entitled for a breach of representation or
      warranty, including without limitation, the repurchase and indemnification
      requirements contained herein, notwithstanding the Seller’s lack of knowledge
      with respect to the inaccuracy at the time the representation was
      made.

     

    Within
      sixty (60) calendar days of the earlier of either discovery by or notice to
      the
      Seller of any Defective Document or a breach of a representation or warranty
      which materially adversely affects the value of a Mortgage Loan or the interest
      of the Purchaser therein, the Seller shall use its best efforts promptly to
      cure
      such breach in all material respects and, if such Defective Document or breach
      cannot be cured, the Seller shall, at the Purchaser’s option, repurchase such
      Mortgage Loan at the Repurchase Price. In the event that a breach shall involve
      any representation or warranty set forth in Section 3.01, and such breach cannot
      be cured within sixty (60) calendar days of the earlier of either discovery
      by
      or notice to the Seller of such breach, all of the Mortgage Loans shall, at
      the
      Purchaser’s option, be repurchased by the Seller at the Repurchase Price.
      However, if the breach or Defective Document shall involve a representation
      or
      warranty set forth in the exhibit referred to in Section 3.02 and the Seller
      discovers or receives notice of any such breach within ninety (90) days of
      the
      related Closing Date, the Seller shall, if the breach or Defective Document
      cannot be cured, at the Purchaser’s option and provided that the Seller has a
      Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan
      as
      provided above, remove such Mortgage Loan (a “Deleted Mortgage Loan”) and
      substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided
      that any such substitution shall be effected not later than one hundred twenty
      (120) days after the related Closing Date. Notwithstanding any of the foregoing,
      if a breach or Defective Document would cause the Mortgage Loan to be other
      than
      a “qualified mortgage,” as defined in Section 860G(a)(3) of the Code, any such
      repurchase or substitution must occur within forty-five (45) calendar days
      from
      the date the breach or Defective Document was discovered unless such breach
      is
      cured during such period. In addition, for purposes of this Section 3.03, any
      document required to be included in a Mortgage File that is not executed as
      required or does not strictly comply with all legal requirements shall be deemed
      to adversely affect the interests of the Purchaser. Notwithstanding anything
      to
      the contrary herein, within sixty (60) calendar days of the earlier of either
      discovery by or notice to the Seller of any breach of the representations or
      warranties set forth in subsections 2 and 3 of Exhibit
      H,
      the
      Seller shall repurchase such Mortgage Loan at the Repurchase Price.

     

    If
      the
      Seller has no Qualified Substitute Mortgage Loan, it shall repurchase the
      deficient Mortgage Loan within sixty (60) days after the written notice of
      the
      breach or Defective Document. Any repurchase of a Mortgage Loan or Loans
      pursuant to the foregoing provisions of this Section 3.03 shall be accomplished
      by deposit in such account as the Purchaser shall identify to the Seller of
      the
      amount of the Repurchase Price, after deducting therefrom any amount received
      in
      respect of such repurchased Mortgage Loan or Loans and being held by the Seller
      or the Successor Servicer for distribution to the Purchaser.

     

    At
      the
      time of repurchase or substitution, the Purchaser and the Seller shall arrange
      for the reassignment of the applicable Mortgage Loan to the Seller and the
      delivery to the Seller of the related Mortgage File previously delivered by
      the
      Seller to the Purchaser or its designee. In the event of a repurchase, the
      Seller shall, simultaneously with such reassignment, give written notice to
      the
      Purchaser that such repurchase or substitution has taken place and amend the
      related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage
      Loan from this Agreement, and, in the case of substitution, identify a Qualified
      Substitute Mortgage Loan and amend the related Mortgage Loan Schedule to reflect
      the addition of such Qualified Substitute Mortgage Loan to this Agreement.
      In
      connection with any such substitution, the Seller shall be deemed to have made
      as to such Qualified Substitute Mortgage Loan the representations and warranties
      set forth in the exhibits referred to in Sections 3.01 and 3.02 except that
      such
      representations and warranties set forth in this Agreement shall be deemed
      made
      as of the date of such substitution. The Seller shall effect such substitution
      by delivering to the Custodian for such Qualified Substitute Mortgage Loan
      the
      documents required by Section 2.03, with the Mortgage Note endorsed as required
      by Section 2.03. No substitution will be made in any calendar month after the
      Determination Date for such month. The Seller shall deposit in such account
      as
      the Purchaser shall identify to the Seller for the Monthly Payment less the
      Interim Servicing Fee due on such Qualified Substitute Mortgage Loan or Loans
      in
      the month following the date of such substitution. Monthly Payments due with
      respect to Qualified Substitute Mortgage Loan in the month of substitution
      shall
      be retained by the Seller. With respect to any Deleted Mortgage Loan,
      distributions to the Purchaser shall include the Monthly Payment due on any
      Deleted Mortgage Loan in the month of substitution, and the Seller shall
      thereafter be entitled to retain all amounts subsequently received by the Seller
      in respect of such Deleted Mortgage Loan. 

     

    For
      any
      month in which the Seller substitutes one or more Qualified Substitute Mortgage
      Loans for one or more Deleted Mortgage Loans, the amount (if any) by which
      the
      aggregate principal balance of all such Qualified Substitute Mortgage Loans
      as
      of the date of substitution is less than the aggregate Stated Principal Balance
      of all such Deleted Mortgage Loans (after application of the principal portion
      of the Monthly Payments due in the month of substitution) (the “Substitution
      Adjustment Amount”) shall be deposed to such account as the Purchaser shall
      identify to the Seller. 

     

    In
      addition to such repurchase obligation, the Seller shall indemnify the Purchaser
      and any Successor Servicer and hold each of them harmless against any losses,
      damages, penalties, fines, forfeitures, reasonable and necessary legal fees
      and
      related costs, judgments, and other costs and expenses resulting from any claim
      or defense resulting from a breach of the representations and warranties of
      the
      Seller contained in this Agreement. It is understood and agreed that the
      obligations of the Seller set forth in this Section 3.03 to cure or repurchase
      a
      defective Mortgage Loan and to indemnify the Purchaser and Successor Servicer
      as
      provided in this Section 3.03 constitute the sole remedies of the Purchaser
      and
      Successor Servicer respecting a breach of the foregoing representations and
      warranties. For purposes of this paragraph, “Purchaser” shall mean the Person
      then acting as the Purchaser under this Agreement and any and all Persons who
      previously were “Purchasers” under this Agreement and “Successor Servicer” shall
      mean the Person then acting as the Successor Servicer under this Agreement
      and
      any and all Persons who previously were “Successor Servicers” under this
      Agreement.

     

    Upon
      the
      request of the Purchaser, the Seller hereby agrees to execute a recognition
      agreement recognizing the servicer designated by the Purchaser therein as the
      Successor Servicer.

     

    Any
      cause
      of action against the Seller relating to or arising out of the breach of any
      representations and warranties set forth in the exhibits referred to in Sections
      3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) discovery of such
      breach by the Purchaser or notice thereof by the Seller to the Purchaser, (ii)
      failure by the Seller to cure such breach or repurchase such Mortgage Loan
      as
      specified above, and (iii) demand upon the Seller by the Purchaser for
      compliance with this Agreement.

     

    Section
      4.04.  Payment
      Default; Exercise of Rescission Right.

     

    If
      the
      related Mortgagor is thirty (30) calendar days or more delinquent with respect
      to any of the Mortgage Loan’s first three (3) Monthly Payments due after the
      related Closing Date or a debtor in any state or federal bankruptcy or
      insolvency proceeding filed within sixty (60) calendar days following the
      related Closing Date and the Purchaser notifies the Seller within forty-five
      (45) calendar days of receipt of notice or other actual knowledge by the
      Purchaser or the Successor Servicer of such delinquent payment or the filing
      of
      such insolvency proceeding (provided, that with respect to the Mortgage Loans
      transferred on the initial Closing Date, such notice must be provided within
      sixty (60) calendar days of receipt of notice or other actual knowledge), the
      Seller, at the Purchaser’s option, shall repurchase such Mortgage Loan from the
      Purchaser at the Repurchase Price within five (5) calendar days following
      receipt of such written notice to the Seller. In the event a Mortgagor exercises
      any right of rescission it may have with respect to the related Mortgage Loan
      that arises as a result of an act or omission prior to the related Closing
      Date,
      the Seller shall repurchase such Mortgage Loan at the related Repurchase Price
      within thirty (30) calendar days of receiving written notice of such Mortgagor’s
      intention to rescind the Mortgage Loan.

     

    Section
      4.05.  Premium
      Recapture.

     

    If
      any
      Mortgage Loan prepays in full within the first three (3) months following the
      related Closing Date, then (i) with respect to any such Mortgage Loan that
      does
      not provide for a Prepayment Premium, the Seller will pay to the Purchaser
      the
      premium paid by the Purchaser in excess of par as set forth in the related
      Memorandum of Sale and (ii) with respect to any such Mortgage Loan that provides
      for a Prepayment Premium, the Seller shall pay to the Purchaser such Prepayment
      Premium, plus the amount, if any, by which the purchase price premium in excess
      of par paid by the Purchaser exceeds the amount of such Prepayment Premium.
      The
      Seller shall remit the amounts payable under clauses (i) and (ii) above, for
      the
      benefit of the Purchaser or any assignee of the Purchaser, by wire transfer
      of
      immediately available funds no later than the fifth (5th)
      Business Day following the date the related prepayment is received by the Seller
      or the Seller is notified that the related prepayment has been received by
      the
      Successor Servicer.

     

    Section
      4.06.  Review
      of Mortgage Loans.

     

    Prior
      to
      the related Closing Date, the Purchaser shall have the right to review the
      Mortgage Files and obtain BPOs on the Mortgaged Properties relating to the
      Mortgage Loans purchased on the related Closing Date. In addition, the Purchaser
      shall have the right to reject any Mortgage Loan which in the Purchaser’s sole
      determination (i) fails to conform to the Underwriting Guidelines, (ii) is
      underwritten without verification of the Mortgagor’s income and assets and there
      is no credit report or Credit Score, (iii) is not an acceptable credit risk,
      or
      (iv) the value of the Mortgaged Property pursuant to any BPO varies by more
      than
      plus or minus 15% from the lesser of (A) the original appraised value of the
      Mortgaged Property or (B) the purchase price of the Mortgaged Property as of
      the
      date of origination of the related Mortgage Loan. The Seller shall make
      available all files required by Purchaser in order to complete its review,
      including all CRA/HMDA required data fields.

     

    


     


    
      
         

        


        


        


         

      

      
         

        
          

        

      

      
         

      

    


    


     

    ARTICLE
      V  

     

     

    ADMINISTRATION
      AND SERVICING OF MORTGAGE LOANS DURING THE INTERIM SERVICING
      PERIOD

     

    Section
      5.01.  Seller
      to Act as Servicer.

     

    (a)  The
      Mortgage Loans are being sold by the Seller to the Purchaser on a servicing
      released basis. During the related Interim Servicing Period, the Seller, as
      an
      independent contractor, shall service and administer the Mortgage Loans on
      behalf of the Purchaser and shall have full power and authority, acting alone
      or
      through Subservicers, to do any and all things in connection with such servicing
      and administration which the Seller may deem necessary or desirable, consistent
      with the terms of this Agreement and with Accepted Practices; provided, however,
      that the servicing activities of the Seller hereunder shall be restricted to
      such minimal servicing and collection activities as are necessary for preserving
      and collecting the Mortgage Loans on a temporary basis, it being agreed and
      understood that the servicing of the Mortgage Loans is intended to be
      transferred to the Purchaser or the Purchaser’s designee on or before the
      related Servicing Transfer Date. The Seller shall service the Mortgage Loans
      in
      accordance with Accepted Practices subject to the limitations set forth in
      this
      Section 4.01(a). The Seller will advise Purchaser from time to time of such
      servicing actions, including, without limitation, filing of notices of default,
      that the Seller believes should be taken with respect to the Mortgage Loans
      and
      will take such actions to the extent authorized to do so by the Purchaser.
      Notwithstanding any provision in this Agreement to the contrary, the Seller
      shall not make any Servicing Advances in excess of $500 with respect to any
      Mortgage Loan (other than for taxes and insurance) without the consent of the
      Purchaser. In the event that servicing of the Mortgage Loans is not transferred
      to the Purchaser or the Purchaser’s designee within thirty (30) calendar days of
      the related Closing Date, the Seller and the Purchaser shall enter into mutually
      agreeable servicing agreement to govern the servicing of the Mortgage Loans
      for
      the remainder of the Interim Servicing Period.

     

    (b)  The
      Seller shall be entitled to all late payment fees and other ancillary income
      (other than Prepayment Premiums) received from the related Mortgagor during
      the
      Interim Servicing Period.

     

    Section
      5.02.  Collection
      of Mortgage Loan Payments.

     

    Continuously
      from the date hereof until the related Servicing Transfer Date, in accordance
      with this Agreement and Accepted Practices, the Seller shall proceed diligently
      to collect all payments due under each of the Mortgage Loans when the same
      shall
      become due and payable and shall ascertain and estimate Escrow Payments and
      all
      other charges that will become due and payable with respect to the Mortgage
      Loan
      and the Mortgaged Property, to the end that the installments payable by the
      Mortgagors will be sufficient to pay such charges as and when they become due
      and payable. The Seller shall remit to the Purchaser on or before the third
      (3rd)
      Business Day following the related Servicing Transfer Date any and all amounts
      received on account of the Mortgage Loans during the Interim Servicing Period,
      including, without limitation, payments of principal and interest and insurance
      proceeds, such remittance to be by wire transfer in the case of cash received
      and by overnight delivery service with respect to checks and other instruments.
      Such remittance shall be accompanied by a report in form and detail reasonably
      satisfactory to Purchaser setting forth the source and application of all
      amounts received.

     

    Section
      5.03.  Maintenance
      of Fidelity Bond and Errors and Omissions Insurance.

     

    The
      Seller shall maintain with responsible companies, at its own expense, a blanket
      Fidelity Bond and an Errors and Omissions Insurance Policy, with broad coverage
      on all officers, employees or other persons acting in any capacity requiring
      such persons to handle funds, money, documents or papers relating to the
      Mortgage Loans (“Seller Employees”). Any such Fidelity Bond and Errors and
      Omissions Insurance Policy shall be in the form of the Mortgage Banker’s Blanket
      Bond and shall protect and insure the Seller against losses, including forgery,
      theft, embezzlement, fraud, errors and omissions and negligent acts of such
      Seller Employees. Such Fidelity Bond and Errors and Omissions Insurance Policy
      also shall protect and insure the Seller against losses in connection with
      the
      release or satisfaction of a Mortgage Loan without having obtained payment
      in
      full of the indebtedness secured thereby. No provision of this Section 4.03
      requiring such Fidelity Bond and Errors and Omissions Insurance Policy shall
      diminish or relieve the Seller from its duties and obligations as set forth
      in
      this Agreement. The minimum coverage under any such Fidelity Bond and Errors
      and
      Omissions Insurance Policy shall be at least equal to the amounts acceptable
      to
      Fannie Mae or Freddie Mac. Upon the request of the Purchaser, the Seller shall
      cause to be delivered to the Purchaser a certificate of insurance for such
      Fidelity Bond and Errors and Omissions Insurance Policy.

     

    Section
      5.04.  Gramm
      Leach Bliley Act.

     

    The
      Seller shall comply with Title V of the Gramm-Leach-Bliley Act of 1999 and
      all
      applicable regulations promulgated thereunder, relating to the Mortgage Loans
      and the related Mortgagors and shall provide all required notices thereunder
      required prior to the Servicing Transfer Date.

     

    Section
      5.05.  Disaster
      Recovery/Business Continuity Plan.

     

    The
      Seller shall establish and maintain contingency plans, recovery plans and proper
      risk controls to ensure Seller’s continued performance under this Agreement. The
      plans must be in place within thirty (30) calendar days after the Closing Date
      of this Agreement and shall include, but not be limited to, testing, control
      functions, accountability and corrective actions to be immediately implemented,
      if necessary. The Seller agrees to make copies or summaries of the plans
      available to the Purchaser or appropriate regulator upon request.

     

    


     


    
      
         

        


        


        


         

      

      
         

        
          

        

      

      
         

      

    


    


     

    ARTICLE
      VI  

     

     

    TRANSFER
      OF SERVICING

     

    Section
      6.01.  Assumption
      of Responsibilities at Transfer Date.

     

    On
      the
      Servicing Transfer Date, the Purchaser, or its designee, shall assume all
      servicing responsibilities related to, and the Seller will cease all servicing
      responsibilities (except as expressly set forth herein) related to, the Mortgage
      Loans. On or prior to the Servicing Transfer Date (or in the case of (c), (d)
      and (e) below, within three (3) Business Days from and after the Servicing
      Transfer Date or by such other date as may be specified in this Agreement or
      as
      may be otherwise agreed), the Seller will take such steps as are provided for
      in
      the servicing transfer procedures attached hereto as Exhibit
      K
      (the
“Servicing Transfer Procedures”), or as may otherwise be necessary or
      appropriate to effectuate and evidence the transfer of the servicing of the
      Mortgage Loans to the Purchaser, or its designee, including but not limited
      to
      the following (which shall not apply to the extent they are inconsistent with
      the Servicing Transfer Procedures):

     

    (a)  Notice
      to the Mortgagors.
      The
      Seller shall mail to each Mortgagor a letter advising the Mortgagor of the
      transfer of the servicing of the related transferring Mortgage Loan to the
      Purchaser, or its designee, in accordance with RESPA, Regulation X and other
      applicable laws and regulations; provided, however, the content and format
      of
      the letter in a standard from shall have the prior approval of the Purchaser.
      The Seller shall provide the Purchaser with copies of all such related notices
      no later than fifteen (15) calendar days from and after the Servicing Transfer
      Date.

     

    (b)  Notice
      of Taxing Authorities and Insurance Companies.
      The
      Seller shall transmit to the applicable taxing authorities and insurance
      companies and/or agents, notification of the transfer of the servicing to the
      Purchaser, or its designee, and instructions to deliver all notices, tax bills
      and insurance statements, as the case may be, to the Purchaser, or its designee,
      from and after the Servicing Transfer Date, with an officer’s certificate of a
      servicing officer of the Seller, confirming that all such notices have been
      transmitted, together with a copy of the related standard form(s) of such
      notifications no later than the Servicing Transfer Date.

     

    (c)  Delivery
      of Servicing Records.
      The
      Seller shall forward to the Purchaser, or its designee, all servicing records
      and the Servicing Files in the Seller’s possession relating to each transferring
      Mortgage Loan, and shall make available to the Purchaser, or its designee,
      during normal business hours, any such records.

     

    (d)  Escrow
      Payments.
      The
      Seller shall provide the Purchaser, or its designee, with immediately available
      funds by wire transfers in the amount of the net Escrow Payments and suspense
      balances and all loss draft balances associated with the Mortgage Loans. The
      Seller shall provide the Purchaser, or its designee, with an accounting
      statement of Escrow Payments and suspense balances and loss draft balances
      sufficient to enable the Purchaser, or its designee, to reconcile the amount
      of
      such payment with the accounts of the Mortgage Loans. Additionally, the Seller
      shall wire transfer to the Purchaser the amount of any prepaid transferring
      Mortgage Loan payments and all other similar amounts held by the
      Seller.

     

    (e)  Mortgage
      Payments Received Prior to Servicing Transfer Date.
      Prior
      to the Servicing Transfer Date all payments received by the Seller on each
      Mortgage Loan shall be properly applied by the Seller to the account of the
      particular Mortgagor.

     

    (f)  Mortgage
      Payments Received After the Servicing Transfer Date.
      The
      amount of any Monthly Payments for the Mortgage Loans received by the Seller
      within sixty (60) calendar days after the Servicing Transfer Date shall be
      forwarded to the Purchaser by wire transfer or overnight mail within two (2)
      Business Days of receipt. The Seller shall notify the Purchaser of the
      particulars of the payment, which notification requirement shall be satisfied
      if
      the Seller forwards with its payment sufficient information to permit
      appropriate processing of the payment to the Purchaser. The Seller shall assume
      full responsibility for the endorsement of such Monthly Payment to the Purchaser
      with the particulars of the payment such as the account number, dollar amount,
      date received and any special Mortgagor application instructions with respect
      to
      such Monthly Payments received by the Seller after the Servicing Transfer Date
      with respect to any Mortgage Loans then in foreclosure or
      bankruptcy.

     

    (g)  Misapplied
      Payments.
      Misapplied payments (including without limitation payments returned for
      insufficient funds) on Mortgage Loans shall be processed as follows: (i) all
      parties shall cooperate in correcting misapplication errors; (ii) the party
      receiving notice of a misapplied payment occurring prior to the Servicing
      Transfer Date and discovered after the Servicing Transfer Date shall immediately
      notify the other party; (iii) if a misapplied payment occurred prior to the
      Servicing Transfer Date cannot be identified and said misapplied payment has
      resulted in a shortage in a custodial account or escrow account, the Seller
      shall be liable for the amount of such shortage; the Seller shall reimburse
      the
      Purchaser for the amount of such shortage within thirty (30) calendar days
      after
      the receipt of written demand thereof from the Purchaser; (iv) if a misapplied
      payment which occurred prior to the Servicing Transfer Date has created an
      improper Purchase Price as the result of an inaccurate outstanding principal
      balance, the party with notice of such misapplied payment shall promptly inform
      the other party and a wire transfer or check shall be issued to the party
      shorted by the improper payment application within ten (10) Business Days after
      notice thereof by the other party; and (v) any wire transfer or check issued
      under the provisions of this paragraph shall be accompanied by a statement
      indicating the corresponding Seller and/or the Purchaser Mortgage Loan
      identification number and an explanation of the allocation of any such payments
      or by fax.

     

    (h)  Books
      and Records.
      On the
      Servicing Transfer Date, the books, records and accounts of the Seller with
      respect to the servicing of the Mortgage Loans shall be in accordance with
      the
      Accepted Practices.

     

    (i)  Reconciliation.
      The
      Seller shall, on or before the Servicing Transfer Date, reconcile principal
      balances and make any monetary adjustments for the Mortgage Loans as agreed
      to
      by Seller and Purchaser. Any such monetary adjustments will be transferred
      between the Seller and the Purchaser as appropriate.

     

    (j)  IRS
      Forms.
      The
      Seller shall file all IRS forms 1099, 1099A, 1098, or 1041 and K-1 which are
      required to be filed in relation to the servicing and ownership of the Mortgage
      Loans on or before the Servicing Transfer Date. The Seller shall provide copies
      of such forms to the Purchaser upon reasonable request and shall reimburse
      the
      Purchaser for any penalties or reasonable costs incurred by the Purchaser due
      to
      the Seller’s failure to comply with this paragraph.

     

    (k)  Insurance
      Premiums.
      The
      Seller shall pay all hazard and flood insurance premiums due within thirty
      (30)
      calendar days after the Servicing Transfer Date, provided that the Seller has
      received bills for insurance premiums at least fourteen (14) days prior to
      the
      Servicing Transfer Date.

     

    (l)  Property
      Taxes.
      The
      Seller shall pay all tax bills (including interest, late charges and penalties
      in connection therewith) due, meaning economic loss, within thirty (30) calendar
      days after the Servicing Transfer Date, provided that the Seller has received
      such bills at least fourteen (14) calendar days prior to the Servicing Transfer
      Date. For ninety (90) calendar days after the Servicing Transfer Date, the
      Seller shall deliver such tax bills as it may receive with respect to the
      Mortgage Loans to Purchaser within two (2) Business Days of receipt of the
      same,
      thereafter Seller shall exercise reasonable efforts to deliver such tax bills
      as
      it may receive with respect to the Mortgage Loans to Purchaser within a
      reasonable time of its receipt of same.

     

    (m)  Insurance
      Policies.
      For
      ninety (90) calendar days after the Servicing Transfer Date, the Seller shall
      deliver such insurance policies or renewals and invoiced as it may receive
      with
      respect to the Mortgage Loans to Purchaser within ten (10) Business Days of
      its
      receipt of same, thereafter Seller shall exercise reasonable efforts to deliver
      such insurance policies or renewals and invoices as it may receive with respect
      to the Mortgage Loans to Purchaser within a reasonable time of its receipt
      of
      same.

     

    (n)  Escrow
      Analysis.
      The
      Seller has properly conducted escrow analysis with respect to such Mortgage
      Loan
      as may be required under Applicable Laws. With respect to any each applicable
      Mortgage Loan, any adjustment to the escrow payment due, refunds of escrow
      overages and collections of escrow shortages have been made in accordance with
      Applicable Laws.

     

    (o)  Transfer
      of Servicing.
      On the
      related Servicing Transfer Date, the Seller shall transfer servicing of the
      related Mortgage Loans to the Purchaser or its designee pursuant to the terms
      of
      this Agreement and the procedures reasonably agreed to by the Seller, the
      Purchaser and the Purchaser’s designee. At the Purchaser’s option and upon
      reasonable notice, the Seller shall effect the transfer of servicing for the
      related Mortgage Loans by means of a “tape to tape” transfer. All information
      provided to the Purchaser or its designee shall be provided electronically.
      The
      Seller shall pay any costs and expenses the Purchaser or its designee incurs
      related to the manual transfer of any information to the Purchaser or its
      designee.

     

    (p)  Reimbursement
      for Servicing Advances.
      Following a Servicing Transfer Date, the Seller shall be reimbursed for any
      unreimbursed Servicing Advances in relation to any related Mortgage Loan. Such
      reimbursement shall be paid by the Purchaser or its designee to the Seller
      following the delivery of a reasonably detailed invoice or other evidence of
      such amounts to the Purchaser. This Section 5.01(p) shall survive each Servicing
      Transfer Date.

     

    


     


    
      
         

        


        


        


         

      

      
         

        
          

        

      

      
         

      

    


    


     

    ARTICLE
      VII  

     

     

    SELLER
      TO COOPERATE

     

    Section
      7.01.  Provision
      of Information.

     

    During
      the term of this Agreement, the Seller shall furnish to the Purchaser such
      periodic, special, or other reports or information as the Purchaser may
      reasonably request, and copies or originals of any documents contained in the
      Servicing File for each Mortgage Loan provided for herein. All other special
      reports or information not provided for herein as shall be necessary,
      reasonable, or appropriate with respect to the Purchaser or any regulatory
      agency will be provided at the Purchaser’s expense. All such reports, documents
      or information shall be provided by and in accordance with all reasonable
      instructions and directions which the Purchaser may give

     

    The
      Seller shall execute and deliver all such instruments and take all such action
      as the Purchaser may reasonably request from time to time, in order to
      effectuate the purposes and to carry out the terms of this
      Agreement.

     

    Section
      7.02.  Financial
      Statements.

     

    In
      connection with marketing the Mortgage Loans, the Purchaser may make available
      to a prospective purchaser the audited financial statements of the Seller,
      which
      shall include information relating to the Seller, for the most recently
      completed two fiscal years for which such financial statements are available,
      as
      well as a consolidated statement of condition at the end of the last two fiscal
      years covered by such consolidated statement of condition. The Seller also
      shall
      make available any comparable interim statements to the extent any such
      statements have been prepared by or on behalf of the Seller (and are available
      upon request to members or stockholders of the Seller or to the public at
      large).

     

    The
      Seller also shall make available to the Purchaser or prospective purchaser
      a
      knowledgeable financial or accounting officer for the purpose of answering
      questions respecting recent developments affecting the Seller or the financial
      statements of the Seller, and to permit the Purchaser to inspect the Seller’s
      servicing facilities for the purpose of satisfying the Purchaser that the Seller
      has the ability to interim service the Mortgage Loans as provided in this
      Agreement.

     

    Section
      7.03.  Reports
      of Litigation.

     

    During
      the term of this Agreement, the Seller shall provide to the Purchaser notice
      of
      any and all actions, suits, proceedings or other litigation (each, a “Litigation
      Event”) to which the Seller is a party and that is reasonably likely to have a
      material effect on the Mortgage Loans. The Seller shall furnish to the Purchaser
      such reports or information regarding such Litigation Event as the Purchaser
      may
      reasonably request. All such reports and information shall be provided at the
      Seller’s sole expense.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     
      ARTICLE VIII 

     

    THE
      SELLER

     

    Section
      8.01.  Indemnification;
      Third Party Claims.

     

    The
      Seller shall indemnify the Purchaser and the Successor Servicer (each, an
“Indemnified Party”) and hold them harmless against any and all claims, losses,
      damages, penalties, fines, forfeitures and reasonable and necessary legal fees
      and related costs, judgments, and any other costs, fees and expenses related
      thereto sustained by the Indemnified Party due to the failure of the Seller
      to
      perform its duties and service the Mortgage Loans in compliance with the terms
      of this Agreement. The Purchaser shall immediately notify the Seller if a claim
      is made by a third party with respect to Seller’s breach of this Agreement. The
      Seller immediately shall notify the Purchaser if a claim is made by a third
      party with respect to this Agreement or the Mortgage Loans, and if such claim
      is
      prior to the Servicing Transfer Date, assume (with the prior written consent
      of
      the Purchaser) the defense of any such claim and pay all expenses in connection
      therewith, including counsel fees, and promptly pay, discharge and satisfy
      any
      judgment or decree which may be entered against it or the Purchaser in respect
      of such claim. The Seller shall follow any written instructions received from
      the Purchaser in connection with such claim. The Purchaser promptly shall
      reimburse the Seller for all amounts advanced by it pursuant to the preceding
      sentence except when the claim is in any way related to the Seller’s
      indemnification pursuant to Section 3.03, or the failure of the Seller to
      service and administer the Mortgage Loans in strict compliance with the terms
      of
      this Agreement. The provisions of this Section 7.01 shall survive termination
      of
      this Agreement.

     

    Section
      8.02.  Merger
      or Consolidation of the Seller.

     

    The
      Seller shall keep in full effect its existence, rights and franchises as a
      corporation, and shall 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 or
      any
      of the Mortgage Loans and to perform its duties under this
      Agreement.

     

    The
      Seller shall provide notice to the Purchaser immediately upon any merger,
      conversion or consolidation to which the Seller shall be a party or any sale
      of
      substantially all of the assets of the Seller , or any change in the senior
      management of the Seller. Any Person succeeding to the business of the Seller
      shall be the successor of the Seller 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 shall be an institution having a GAAP net worth
      of
      not less than that of the Seller at the time of the transaction. Furthermore,
      in
      the event the Seller transfers or otherwise disposes of all or substantially
      all
      of its assets to an affiliate of the Seller, such affiliate shall be fully
      liable to the Purchaser for all of the Seller’s obligations and liabilities
      hereunder.

     

    Section
      8.03.  Limitation
      on Liability of Seller and Others.

     

    Neither
      the Seller nor any of the directors, officers, employees or agents of the Seller
      shall be under any liability to the Purchaser 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 Seller or any such person against any breach of warranties
      or representations made herein, or failure to perform its obligations in
      compliance with any standard of care set forth in this Agreement or any other
      liability which would otherwise be imposed under this Agreement. The Seller
      and
      any director, officer, employee or agent of the Seller 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.
      The Seller shall not be under any obligation to appear in, prosecute or defend
      any legal action which is not incidental to its duties to service the Mortgage
      Loans in accordance with this Agreement and which in its opinion may involve
      it
      in any expense or liability; provided, however, that the Seller may, with the
      consent of the Purchaser, undertake any such action which it may deem necessary
      or desirable in respect to this Agreement and the rights and duties of the
      parties hereto. In such event, the Seller shall be entitled to reimbursement
      from the Purchaser of the reasonable legal expenses and costs of such action,
      unless any such costs result from a breach of the Seller’s representations and
      warranties made herein or its failure to perform its obligations in compliance
      with this Agreement.

     

    Section
      8.04.  Limitation
      on Resignation and Assignment by Seller.

     

    The
      Seller shall neither assign this Agreement or the servicing hereunder or
      delegate its rights or duties hereunder or any portion hereof or sell or
      otherwise dispose of all of its property or assets other than pursuant to
      Section 7.02 hereunder without the prior written consent of the Purchaser,
      which
      consent shall not be unreasonably withheld.

     

    The
      Seller shall not resign from the obligations and duties hereby imposed on it
      except by mutual consent of the Seller and the Purchaser or upon the
      determination that its duties hereunder are no longer permissible under
      Applicable Laws and such incapacity cannot be cured by the Seller. Any such
      determination permitting the resignation of the Seller shall be evidenced by
      an
      Opinion of Counsel to such effect delivered to the Purchaser which Opinion
      of
      Counsel shall be in form and substance acceptable to the Purchaser. No such
      resignation shall become effective until a successor acceptable to the Purchaser
      shall have assumed the Seller’s responsibilities and obligations
      hereunder.

     

    


     


    
      
         

        


        


        


         

      

      
         

        
          

        

      

      
         

      

    


    


     

    ARTICLE
      IX

     

    RECONSTITUTION
      OF MORTGAGE LOANS AND COMPLIANCE WITH REGULATION AB

     

    As
      to
      each Mortgage Loan, the Seller hereby agrees to comply with the provisions
      set
      forth in Exhibit
      J
      hereto,
      as such Exhibit
      J
      may be
      amended from time to time.

     

    


     


    
      
         

        


        


        


         

      

      
         

        
          

        

      

      
         

      

    

    


     

    ARTICLE
      X

     

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      10.01.  Amendment.

     

    This
      Agreement may be amended from time to time by the Seller and by written
      agreement signed by the Seller and the Purchaser.

     

    Section
      10.02.  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.

     

    EACH
      OF
      THE SELLER AND THE PURCHASER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
      WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OR ANY
      LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
      AGREEMENT, OR ANY OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION
      HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
      ORAL
      OR WRITTEN), OR ACTIONS OF THE SELLER OR THE PURCHASER. THIS PROVISION IS A
      MATERIAL INDUCEMENT FOR THE PURCHASER TO ENTER INTO THIS AGREEMENT.

     

    Section
      10.03.  Arbitration.

     

    (a)  If
      the
      Parties are unable to resolve a dispute arising out of or relating to this
      Agreement within ten (10) Business Days following the end of any applicable
      cure
      period, or if there is specified cure period within thirty (30) calendar days
      following the receipt of notice of a claim, the parties will in good faith
      attempt to resolve such dispute through non-binding mediation before a mediator
      acceptable to both parties, provided, however, that disputes relating to
      Sections 9.10 and/or 9.11 shall not be subject to this provision.

     

    (b)  Any
      controversy or claim, other than those specifically excluded, between or among
      the parties not resolved through mediation under the preceding provision, shall
      at the request of either party be settled by binding arbitration. The
      arbitration shall be conducted by a panel of three arbitrators (the “Arbitration
      Panel”). Each party shall select one arbitrator for the Arbitration Panel and
      the third member of the Arbitration Panel shall be selected by mutual agreement
      of the arbitrators named by each party. The arbitration shall be held in
      Charlotte, N.C. under the auspices of the Commercial Arbitration Rules of the
      American Arbitration Association.

     

    The
      scope
      and schedule of any discovery related to the arbitration shall be determined
      by
      mutual agreement of the parties. In the event that the parties are unable to
      agree with respect to either the scope or schedule of discovery, the discovery
      process shall be as ordered by the Arbitration Panel. Sections 9.10 and 9.11
      of
      this Agreement shall apply to the arbitration proceeding, all evidence taken,
      and the Arbitration Panel’s opinion, which shall be Confidential Information of
      both parties. Judgment upon the decision rendered by the Arbitration Panel
      may
      be entered in any court having jurisdiction.

     

    No
      provision of this Section shall limit the right of a party to seek injunctive
      or
      other equitable relief from a court of competent jurisdiction pending the
      outcome of any arbitration. The exercise of a remedy does not waive the right
      of
      either party to initiate arbitration. 

     

    Each
      party shall bear its own costs and expenses and an equal share of the
      arbitrators’ and administrative fees of arbitration.

     

    Section
      10.04.  Notices.

     

    All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given if personally delivered at or delivered by
      overnight courier:

     

    (a) if
      to the
      Seller:

     

    Aames
      Capital Corp.

    350
      South
      Grand Avenue, 43rd
      Floor

    Los
      Angeles, California 90071

    Attention:
      Executive Vice President Capital Markets

    Telecopy:
      (323)210-4560

    


     

    with
      a
      copy to:

     

    Aames
      Capital Corp.

    350
      South
      Grand Avenue, 43rd
      Floor

    Los
      Angeles, California 90071

    Attention:
      General Counsel

    Telecopy:
      (323)210-5026

     

    or
      such
      other address as may hereafter be furnished to the Purchaser in writing
 by
      the
      Seller;

     

    (b) if
      to the
      Purchaser:

     

    Ocwen
      Mortgage Asset Trust I

    c/o
      Ocwen
      Mortgage Asset Investment Company, LLC

    1661
      Worthington Road

    Centrepark
      West, Suite 100

    West
      Palm
      Beach, Florida 33409

    Attention:
      Secretary

    Telecopy:
      (561)682-8177

    


    or
      such
      other address as may hereafter be furnished to the Seller in writing by the
      Purchaser.

     

    Section
      10.05.  Severability
      of Provisions.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be held invalid for any reason whatsoever, 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.

     

    Section
      10.06.  Relationship
      of Parties.

     

    Nothing
      herein contained shall be deemed or construed to create a partnership or joint
      venture between the parties hereto and the services of the Seller shall be
      rendered as an independent contractor and not as agent for the
      Purchaser.

     

    Section
      10.07.  Successors
      and Assigns; Assignment of Agreement.

     

    This
      Agreement shall bind and inure to the benefit of and be enforceable by the
      Seller and the Purchaser and the respective permitted successors and assigns
      of
      the Seller and the successors and assigns of the Purchaser. After the Closing
      Date, this Agreement shall not be assigned, pledged or hypothecated by the
      Seller to a third party without the prior written consent of the Purchaser,
      which consent may be withheld by the Purchaser in its sole discretion. The
      Purchaser shall have the right, without the consent of the Seller, to assign,
      in
      whole or in part, its interest under this Agreement with respect to some or
      all
      of the Mortgage Loans, and designate any person to exercise any rights of the
      Purchaser hereunder, by executing an Assignment, Assumption and Recognition
      Agreement, and the assignee or designee shall accede to the rights and
      obligations hereunder of the Purchaser with respect to such Mortgage Loans.
      All
      references to the Purchaser in this Agreement shall be deemed to include its
      assignee or designee. In the event the Purchaser assigns this Agreement, and
      the
      assignee assumes any of the Purchaser’s obligations hereunder, the Seller
      acknowledges and agrees to look first to such assignee, and not the Purchaser,
      for performance of the obligations so assumed and, solely to the extent such
      assignee fulfills Purchaser’s obligation, the Purchaser shall be relieved from
      any liability to the Seller with respect thereto. The Successor Servicer shall
      be an intended 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
      10.08.  Solicitation
      of Mortgagor.

     

    The
      Seller agrees that, from and after the Closing Date, it will not take any action
      or permit or cause any action to be taken by any of its agents or affiliates,
      or
      by any independent contractors on the Seller’s behalf, to personally, by
      telephone or mail, solicit the borrower under any Mortgage Loan for the purpose
      of refinancing, in whole or in part, or offering other loans or related
      financial products. It is understood and agreed that all rights and benefits
      relating to the solicitation of any Mortgagors and the attendant rights, title
      and interest in and to the list of such Mortgagors and data relating to the
      Mortgages (including insurance renewal dates) shall be transferred to the
      Purchaser pursuant to this Agreement on the Closing Date and the Seller shall
      take no action to undermine these rights and benefits. Notwithstanding the
      foregoing, it is understood and agreed that promotions undertaken by Seller
      or
      any affiliate of the Seller which are directed to the general public at large,
      including, without limitation, mass mailings based on commercially acquired
      mailing lists, and newspaper, radio and television advertisements shall not
      constitute solicitation under this Section.

     

    Section
      10.09.  Further
      Agreements.

     

    The
      Purchaser and the Seller each agree to execute and deliver to the other such
      additional documents, instruments or agreements as may be necessary or
      appropriate to effectuate the purposes of this Agreement.

     

    Section
      10.10.  Confidential
      Information.

     

    (a)  The
      Purchaser and the Seller hereby acknowledge that certain information including,
      without limitation, the Mortgage Loans, exchanged by them pursuant to this
      Agreement is confidential, sensitive, or proprietary in nature. Either the
      Purchaser or the Seller may also designate information as “Confidential” by
      written notice to the other party at the time of initial disclosure of such
      information. Each of the Purchaser and the Seller agrees that such
“Confidential” information shall be used solely for the purpose of ceding or
      assuming reinsurance under the terms and conditions of this Agreement and shall
      be disclosed only to employees, agents, and representatives of the other party
      as is necessary for the performance of that party’s obligations under this
      Agreement. Such employees, agents, and representatives shall use reasonable
      safeguards to maintain the confidentiality of such information and to prevent
      its disclosure to any person not authorized to receive such
      information.

     

    (b)  The
      term
“Confidential Information” shall mean this Agreement and all proprietary
      information, data, trade secrets, business information and other information
      of
      any kind whatsoever that: (a) a party hereto (“Discloser”) discloses, in
      writing, orally or visually, to the other party (“Recipient”) or to which
      Recipient obtains access in connection with the negotiation and performance
      of
      this Agreement, and which (b) relates to: (i) a party hereto or its customers
      or
      (ii) third-party vendors or licensors who have made confidential or proprietary
      information available to a party hereto. Confidential Information shall include
      Customer Information (as defined below).

     

    (c)  The
      Seller acknowledges that the Purchaser has a responsibility to its customers
      to
      keep information about its customers and their accounts (“Customer Information”)
      strictly confidential. In addition to the other requirements set forth in this
      Section 9.10 regarding Confidential Information, Customer Information shall
      also
      be subject to the additional restrictions set forth in this Subsection. The
      Seller shall not disclose or use Customer Information other than to carry out
      the purposes for which such Customer Information has been disclosed to the
      Seller. The Seller shall not disclose any Customer Information other than on
      a
“need to know” basis and then only to: (a) affiliates of the Purchaser; (b) its
      employees or officers; (c) affiliates of the Seller provided that such
      affiliates shall be restricted in use and redisclosure of the Customer
      Information to the same extent as the Seller; (d) to subcontractors provided
      that such subcontractors shall have entered into a confidentiality agreement
      no
      less restrictive than the terms hereof; (e) to independent contractors, agents,
      experts and consultants hired or engaged by the Purchaser, provided that all
      such persons are subject to a confidentiality agreement which shall be no less
      restrictive than the provisions of this Section; or (f) pursuant to the
      exceptions set forth in 15 U.S.C. § 6802(e) and accompanying regulations which
      disclosures are made in the ordinary course of business. The restrictions set
      forth herein shall apply during the term and after the termination of this
      Agreement.

     

    (d)  The
      Purchaser acknowledges that the Seller has a responsibility to its customers
      to
      keep information about its customers and their accounts (“Customer Information”)
      strictly confidential. In addition to the other requirements set forth in this
      Section 9.10 regarding Confidential Information, Customer Information shall
      also
      be subject to the additional restrictions set forth in this Subsection. The
      Purchaser shall not disclose or use Customer Information other than to carry
      out
      the purposes for which such Customer Information has been disclosed to the
      Purchaser. The Purchaser shall not disclose any Customer Information other
      than
      on a “need to know” basis and then only to: (a) affiliates of the Purchaser; (b)
      its employees or officers; (c) affiliates of the Seller provided that such
      affiliates shall be restricted in use and redisclosure of the Customer
      Information to the same extent as the Purchaser; (d) to subcontractors provided
      that such subcontractors shall have entered into a confidentiality agreement
      no
      less restrictive than the terms hereof; (e) to independent contractors, agents,
      experts and consultants hired or engaged by the Purchaser, provided that all
      such persons are subject to a confidentiality agreement which shall be no less
      restrictive than the provisions of this Section; or (f) pursuant to the
      exceptions set forth in 15 U.S.C. § 6802(e) and accompanying regulations which
      disclosures are made in the ordinary course of business. The restrictions set
      forth herein shall apply during the term and after the termination of this
      Agreement.

     

    (e)  Each
      of
      the Purchaser and the Seller, as the Recipient, hereby agrees on behalf of
      itself and its employees, officers, affiliates and subcontractors that
      Confidential Information will not be disclosed or made available to any person
      for any reason whatsoever, other than on a “need to know basis” and then only
      to: (a) its employees and officers; (b) subcontractors and other third parties
      specifically permitted under this Agreement, provided that all such persons
      are
      subject to a confidentiality agreement which shall be no less restrictive than
      the provisions of this Section 9.10; (c) independent contractors, agents,
      experts and consultants hired or engaged by the Purchaser, provided that all
      such persons are subject to a confidentiality agreement which shall be no less
      restrictive than the provisions of this Section 9.10; and (d) as required by
      law
      or as otherwise permitted by this Agreement, either during the term of this
      Agreement or after the termination of this Agreement. Prior to any disclosure
      of
      Confidential Information as required by law, the Recipient shall use its
      reasonable best efforts to: (i) notify the Discloser of any, actual or
      threatened legal compulsion of disclosure, and any actual legal obligation
      of
      disclosure immediately upon becoming so obligated, and (ii) cooperate with
      the
      Discloser’s reasonable, lawful efforts to resist, limit or delay
      disclosure.

     

    (f)  Upon
      the
      termination or expiration of this Agreement, the Recipient shall destroy or
      return, in its sole discretion, all Confidential Information, including Customer
      Information, in the possession of the Recipient or in the possession of any
      third party over which Recipient has or may exercise control to the extent
      such
      Confidential Information is not required for audit or record keeping purposes;
      provided that Customer Information which is also Customer Information of the
      Recipient shall not be required to be returned or destroyed.

     

    (g)  With
      the
      exception of the obligations related to Customer Information, the obligations
      of
      confidentiality in this Section 9.10 shall not apply to any information which
      either the Purchaser or the Seller rightfully has in its possession when
      disclosed to it by the other party, information which either the Purchaser
      or
      the Seller independently develops, information which is or becomes known to
      the
      public other than by breach of this Section 9.10 or information rightfully
      received by either the Purchaser or the Seller from a third party without the
      obligation of confidentiality.

     

    (h)  Neither
      the Purchaser nor the Seller shall issue any media releases, public
      announcements and public disclosures, relating to this Agreement or use the
      name
      or logo of the other party, including, without limitation, promotional or
      marketing material, or customer lists, but not including any disclosure required
      by legal, accounting or regulatory requirements beyond the reasonable control
      of
      such party.

     

    Section
      10.11.  Information
      Security and Privacy.

     

    (a)  Each
      party acknowledges that each other party may be required to comply with the
      information security standards required by the Gramm-Leach-Bliley Act (15 U.S.C.
      6801, 6805(b)(1)), as amended, and the regulations issued thereunder (12 C.F.R.
      Part 40) (collectively, the “GLB Act”) or with other statutory or regulatory
      requirements (collectively, “Privacy Laws”) as well as its internal information
      security program for information protection. If applicable, each party shall
      make commercial best efforts to assist each other party to so comply and to
      conform to its own policies for information protection with applicable Privacy
      Laws, as amended from time to time. At the request of another party to this
      Agreement, the other parties hereto shall make commercially reasonable
      modifications to its information security program or to the procedures and
      practices thereunder to conform to such requesting party’s security requirements
      as they exist from time to time.

     

    (b)  Within
      thirty (30) calendar days of receipt of a written request from another party
      to
      this Agreement, the other parties hereto shall deliver to such requesting
      party’s information protection department a copy of its written information
      security program. The program shall be designed to:

     

    (i)  Ensure
      the security, integrity and confidentiality of Confidential
      Information;

     

    (ii)  Protect
      against any anticipated threats or hazards to the security or integrity of
      such
      Confidential Information;

     

    (iii)  Protect
      against unauthorized access to or use of such Confidential Information that
      could result in substantial harm or inconvenience to the person that is the
      subject of such information; and

     

    (iv)  Ensure
      the proper disposal of such Confidential Information.

     

    Section
      10.12.  Equal
      Opportunity.

     

    The
      Purchaser and the Seller represent that they are equal opportunity employers
      and
      do not discriminate in employment of persons or awarding of subcontracts because
      of a person’s race, sex, age, religion, national origin, veteran or handicap
      status. The Seller is aware of and fully informed of the Purchaser’s
      responsibilities and agrees to the provisions under the following: (a) Executive
      Order 11246, as amended or superseded in whole or in part, and as contained
      in
      Section 202 of said Executive Order as found at 41 C.F.R. § 60-1.4(a)(1-7); (b)
      Section 503 of the Rehabilitation Act of 1973 as contained in 41 C.F.R. §
60-741.4; and (c) The Vietnam Era Veterans’ Readjustment Assistance Act of 1974
      as contained in 41 C.F.R. § 60-250.4.

     

    Section
      10.13.  Counterparts.

     

    This
      Agreement may be executed simultaneously in any number of counterparts. Each
      counterpart shall be deemed to be an original, and all such counterparts shall
      constitute one and the same instrument.

     

    Section
      10.14.  Exhibits.

     

    The
      exhibits to this Agreement are hereby incorporated and made a part hereof and
      are an integral part of this Agreement.

     

    Section
      10.15.  General
      Interpretive Principles.

     

    For
      purposes of this Agreement, except as otherwise expressly provided or unless
      the
      context otherwise requires:

     

    (a)  the
      terms
      defined in this Agreement have the meanings assigned to them in this Agreement
      and include the plural as well as the singular, and the use of any gender herein
      shall be deemed to include the other gender;

     

    (b)  accounting
      terms not otherwise defined herein have the meanings assigned to them in
      accordance with GAAP;

     

    (c)  references
      herein to “Articles,” “Sections,” “Subsections,” “Paragraphs,” and other
      subdivisions without reference to a document are to designated Articles,
      Sections, Subsections, Paragraphs and other subdivisions of this
      Agreement;

     

    (d)  a
      reference to a Subsection without further reference to a Section is a reference
      to such Subsection as contained in the same Section in which the reference
      appears, and this rule shall also apply to Paragraphs and other
      subdivisions;

     

    (e)  the
      words
“herein,” “hereof,” “hereunder” and other words of similar import refer to this
      Agreement as a whole and not to any particular provision; and

     

    (f)  the
      term
“include” or “including” shall mean without limitation by reason of
      enumeration.

     

    Section
      10.16.  Reproduction
      of Documents.

     

    This
      Agreement and all documents relating thereto, including, without limitation,
      (a)
      consents, waivers and modifications which may hereafter be executed, (b)
      documents received by any party at the closing, and (c) financial statements,
      certificates and other information previously or hereafter furnished, may be
      reproduced by any photographic, photostatic, microfilm, micro-card, miniature
      photographic or other similar process. The parties agree that any such
      reproduction shall be admissible in evidence as the original itself in any
      judicial or administrative proceeding, whether or not the original is in
      existence and whether or not such reproduction was made by a party in the
      regular course of business, and that any enlargement, facsimile or further
      reproduction of such reproduction shall likewise be admissible in
      evidence.

     

    Section
      10.17.  Trade
      Confirmation.

     

    The
      terms
      and conditions set forth in the Trade Confirmation between the Purchaser and
      the
      Seller with respect to each Closing Date shall be incorporated herein. In the
      event of any conflict between the terms of this Agreement and the related Trade
      Confirmation, this Agreement shall control.

     

    


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    IN
      WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be
      signed hereto by their respective officers thereunto duly authorized as of
      the
      day and year first above written.

     

    OCWEN
      MORTGAGE ASSET TRUST I 

    


    By:
      Delaware Trust Company, National Association

    not
      in its individual capacity but solely as  Owner
      Trustee

    


    By:
      _________________________________________

     

    Name:
      _______________________________________

     

    Title:
      ________________________________________

     

    


    AAMES
      CAPITAL CORP.

    


    


    By:
      _________________________________________

     

    Name:
      _______________________________________

     

    Title:
      ________________________________________

     

    


    


     

    


     


    
      
        
          


          


          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    Solely
      with respect to Sections 9.10 and 9.11:

     

    


     

    ELLINGTON
      MANAGEMENT GROUP, LLC

     

    By:
      _________________________________________

     

    Name:
      _______________________________________

     

    Title:
      ________________________________________

     

    


    


     

    


     

    


     


    
      
        
          


          


          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      A

     

    CONTENTS
      OF EACH MORTGAGE FILE

     

    With
      respect to each Mortgage Loan, the Mortgage File shall include each of the
      following items, which shall be available for inspection by the Purchaser and
      any prospective Purchaser, and which shall be included in the Servicing File
      or
      delivered to the Purchaser or the Custodian pursuant to Sections 2.01, 2.02
      and
      2.03 of the Master Bulk Sale and Interim Servicing Agreement to which this
      Exhibit is attached (the “Agreement”):

     

    
      	 	
              1.

            	
              (a)
                The original Mortgage Note endorsed “Pay to the order of _____________,
                without recourse” and signed in the name of the Seller by an authorized
                officer (provided that, in the event that the Mortgage Loan was acquired
                by the Seller in a merger, the signature must be in the following
                form:
                “[Seller], successor by merger to [name of predecessor]”; and in the event
                that the Mortgage Loan was acquired or originated by the Seller while
                doing business under another name, the signature must be in the following
                form: “[Seller], formerly known as [previous name]”). The Mortgage Note
                must contain all necessary intervening endorsements showing a complete
                chain of endorsement from the Originator (each such endorsement being
                sufficient to transfer all right, title and interest of the party
                so
                endorsing, as noteholder or assignee thereof, in and to that Mortgage
                Note); or

            


    

     

    (b)
      With
      respect to no more than 1% of the aggregate unpaid principal balance of the
      Mortgage Loans included in a Mortgage Loan Package as of the related Cut-off
      Date, a certified copy of the Mortgage Note (endorsed as provided above)
      together with a lost note affidavit, providing indemnification to the holder
      thereof for any losses incurred due to the fact that the original Mortgage
      Note
      is missing.

     

    
      	 	
              2.

            	
              The
                original of any guarantee executed in connection with the Mortgage
                Note
                (if any).

            


    

     

    
      	 	
              3.

            	
              The
                original Mortgage, with evidence of recording thereon, except as
                follows:
                if in connection with any Mortgage Loan, the Seller cannot deliver
                or
                cause to be delivered the original Mortgage with evidence of recording
                thereon on or prior to the Closing Date because of a delay caused
                by the
                public recording office where such Mortgage has been delivered for
                recordation or because such Mortgage has been lost or because such
                public
                recording office retains the original recorded Mortgage, the Seller
                shall
                deliver or cause to be delivered to the Custodian, a photocopy of
                such
                Mortgage, together with (i) in the case of a delay caused by the
                public
                recording office, an Officer’s Certificate of the Seller stating that such
                Mortgage has been dispatched to the appropriate public recording
                office
                for recordation and that the original recorded Mortgage or a copy
                of such
                Mortgage certified by such public recording office to be a true and
                complete copy of the original recorded Mortgage will be promptly
                delivered
                to the Custodian upon receipt thereof by the Seller; or (ii) in the
                case
                of a Mortgage where a public recording office retains the original
                recorded Mortgage or in the case where a Mortgage is lost after
                recordation in a public recording office, a copy of such Mortgage
                certified by such public recording office or by the title insurance
                Seller
                that issued the title policy to be a true and complete copy of the
                original recorded Mortgage.

            


    

     

    
      	 	
              4.

            	
              The
                originals or certified true copies of any document sent for recordation
                of
                all assumption, modification, consolidation or extension agreements,
                with
                evidence of recording thereon, or, if the original of any such agreement
                with evidence of recording thereon has not been returned by the public
                recording office where such agreement has been delivered for recordation
                or such agreement has been lost or such public recording office retains
                the original recorded agreement, a photocopy of such agreement, certified
                by the Seller or its agent to be a true and correct copy of the agreement
                delivered to the appropriate public recording office for recordation.
                The
                original recorded agreement or, in the case of a agreement where
                a public
                recording office retains the original recorded agreement or in the
                case
                where an agreement is lost after recordation in a public recording
                office,
                a copy of such agreement certified by such public recording office
                to be a
                true and complete copy of the original recorded agreement, will be
                promptly delivered to the Custodian upon receipt thereof by the
                Seller.

            


    

     

    
      	 	
              5.

            	
              The
                Assignment of Mortgage, in blank, for each Mortgage Loan. If the
                Mortgage
                Loan was acquired by the Seller in a merger, the Assignment of Mortgage
                must be made by “[Seller], successor by merger to [name of predecessor].”
                If the Mortgage Loan was acquired or originated by the Seller while
                doing
                business under another name, the Assignment of Mortgage must be made
                by
                “[Seller], formerly know as [previous name].” Subject to the foregoing and
                where permitted under Applicable Laws of the jurisdiction wherein
                the
                Mortgaged Property is located, such Assignments of Mortgage may be
                made by
                blanket assignments for Mortgage Loans secured by the Mortgaged Properties
                located in the same county. 

            


    

     

    
      	 	
              6.

            	
              Originals
                or certified true copies of documents sent for recordation of all
                intervening assignments of the Mortgage, if any, with evidence of
                recording thereon, or if any such intervening assignment has not
                been
                returned from the applicable recording office or has been lost or
                if such
                public recording office retains the original recorded assignments
                of
                mortgage, the Seller shall deliver or cause to be delivered to the
                Custodian, a photocopy of such intervening assignment, together with
                (i)
                in the case of a delay caused by the public recording office, an
                Officer’s
                Certificate of the Seller stating that such intervening Assignment
                of
                Mortgage has been dispatched to the appropriate public recording
                office
                for recordation and that such original recorded intervening Assignment
                of
                Mortgage or a copy of such intervening Assignment of Mortgage certified
                by
                the appropriate public recording office or by the title insurance
                Seller
                that issued the title policy to be a true and complete copy of the
                original recorded intervening Assignment of Mortgage will be promptly
                delivered to the Custodian upon receipt thereof by the Seller; or
                (ii) in
                the case of an intervening assignment where a public recording office
                retains the original recorded intervening Assignment of Mortgage
                or in the
                case where an intervening Assignment of Mortgage is lost after recordation
                in a public recording office, a copy of such intervening Assignment
                of
                Mortgage certified by such public recording office to be a true and
                complete copy of the original recorded intervening Assignment of
                Mortgage.

            


    

     

    
      	 	
              7.

            	
              The
                original mortgagee policy of title insurance in the form required
                by the
                Agreement or, if the original lender’s title insurance policy has not been
                issued, the preliminary report or irrevocable binder or commitment
                to
                issue the same.

            


    

     

    
      	 	
              8.

            	
              Any
                security agreement, chattel mortgage or equivalent executed in connection
                with the Mortgage.

            


    

     

    
      	 	
              9.

            	
              For
                each Mortgage Loan which is secured by a residential long-term lease,
                if
                any, a copy of the lease with evidence of recording indicated thereon,
                or,
                if the lease is in the process of being recorded, a photocopy of
                the
                lease, certified by an officer of the respective prior owner of such
                Mortgage Loan or by the applicable title insurance Seller,
                closing/settlement/escrow agent or Seller or closing attorney to
                be a true
                and correct copy of the lease transmitted for
                recordation.

            


    

     

    
      	 	
              10.

            	
              With
                respect to any Cooperative Loan, the applicable Cooperative Loan
                Documents.

            


    

     

    With
      respect to each Mortgage Loan, the Mortgage File shall include each of the
      following items to the extent required in the Underwriting
      Guidelines:

     

    
      	 	
              12.

            	
              The
                original hazard insurance policy and, if required by law, flood insurance
                policy.

            


    

     

    
      	 	
              13.

            	
              Fully
                executed residential loan
                application.

            


    

     

    
      	 	
              14.

            	
              Fully
                executed preliminary Mortgage Loan closing statement (Form HUD-1),
                final
                Form HUD-1 and any other truth-in-lending or real estate settlement
                procedure forms required by law.

            


    

     

    
      	 	
              15.

            	
              Verification
                of employment and income (if required pursuant to the Underwriting
                Guidelines).

            


    

     

    
      	 	
              16.

            	
              Verification
                of acceptable evidence of source and amount of down payment (if required
                pursuant to the Underwriting
                Guidelines).

            


    

     

    
      	 	
              17.

            	
              Credit
                report on the Mortgagor.

            


    

     

    
      	 	
              18.

            	
              Residential
                appraisal report.

            


    

     

    
      	 	
              19.

            	
              Photograph
                of the Mortgaged Property.

            


    

     

    
      	 	
              20.

            	
              Survey
                of the Mortgaged Property, if required by the title Seller or Applicable
                Law.

            


    

     

    
      	 	
              21.

            	
              Copy
                of each instrument necessary to complete identification of any exception
                set forth in the exception schedule in the title policy, i.e. map
                or plat,
                restrictions, easements, sewer agreements, home association declarations,
                etc.

            


    

     

    
      	 	
              22.

            	
              All
                fully executed required disclosure statements required by Applicable
                Laws.

            


    

     

    
      	 	
              23.

            	
              If
                applicable, termite report, structural engineer’s report, water potability
                and septic certification.

            


    

     

    
      	 	
              24.

            	
              Sales
                contract, if applicable.

            


    

     

    
      	 	
              25.

            	
              Evidence
                of payment of taxes and insurance premiums, insurance claim files,
                correspondence, current and historical computerized data files (each
                of
                which may be stored and delivered
                electronically).

            


    

     

    
      	 	
              26.

            	
              All
                other processing, underwriting and closing papers and records which
                are
                customarily contained in a mortgage file and which are required to
                document the Mortgage Loan or to service the Mortgage
                Loan.

            


    

     

    
      	 	
              27.

            	
              Amortization
                Schedule (which may be stored and delivered
                electronically).

            


    

     

    
      	 	
              28.

            	
              Payment
                history for any Mortgage Loan that has been closed for more than
                ninety
                (90) calendar days (which may be stored and delivered
                electronically).

            


    

     

    
      	 	
              29.

            	
              Fully
                executed power of attorney, if
                applicable.

            


    

     

    



    
      
        
          EXHIBIT
            A
            - Page 

          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      B

     

    MORTGAGE
      LOAN SCHEDULE

     

    (1) the
      Seller’s Mortgage Loan number;

     

    (2) Mortgagor’s
      name (including any co-mortgagors);

     

    (3) the
      full
      street address, city, state and zip code of the Mortgaged Property and the
      mailing address if different than the street address;

     

    (4) a
      code
      indicating whether the loan was originated through a correspondent, retail,
      or
      wholesale channel;

     

    (5) the
      broker identification number;

     

    (6) the
      number of units for all Mortgaged Properties;

     

    (7) the
      number of bedrooms and rents by unit;

     

    (8) a
      code
      indicating whether the Mortgaged Property is a single family residence,
      two-family residence, three-family residence, four-family residence, an
      individual unit in a planned unit development or an individual condominium
      unit;

     

    (9) the
      current Mortgage Interest Rate as of the Cut-off Date;

     

    (10) the
      Mortgage Interest Rate as of the date of origination;

     

    (11) the
      current Monthly Payment;

     

    (12) the
      original term to maturity;

     

    (13) the
      scheduled maturity date;

     

    (14) the
      original principal amount of the Mortgage Loan and, with respect to Second
      Lien
      Mortgage Loans, the related First Lien;

     

    (15) the
      principal balance of the Mortgage Loan as of the Cut-off Date after deduction
      of
      payments of principal received on or before the Cut-off Date and with respect
      to
      Second Lien Mortgage Loans, the principal balance of the related First Lien
      as
      of the Cut-off Date, after deduction of payments received on or before the
      Cut-off Date;

     

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

     

    (17) a
      code
      indicating the Credit Scores of the Mortgagor at the time of origination and
      the
      source of such Credit Scores;

     

    (18) a
      code
      indicating the credit grade and specific loan/underwriting program of each
      Mortgage Loan as assigned by the Seller;

     

    (19) the
      Appraised Value;

     

    (20) the
      Due
      Date, the Due Date on which the first Monthly Payment was due and the Due Date
      as of the Cut-off Date;

     

    (21) the
      last
      payment date on which a payment was applied;

     

    (22) a
      code
      indicating the documentation level (full, alternative, limited);

     

    (23) a
      code
      indicating loan purpose (i.e., purchase financing, rate/term refinancing,
      cash-out refinancing);

     

    (24) a
      code
      indicating whether the Mortgaged Property is owner-occupied or investor
      property;

     

    (25) a
      code
      indicating whether the Mortgagor is self-employed;

     

    (26) a
      code
      indicating the product type (e.g., 2/28, 3/27, 15-year fixed, 30-year fixed,
      15/30 balloon, etc);

     

    (27) a
      code
      indicating whether the Mortgage Loan is subject to a Prepayment
      Premium;

     

    (28) the
      term
      of any Prepayment Premium;

     

    (29) the
      type

      and amount of any Prepayment Premium;

     

    (30) the
      Mortgagor’s debt to income ratio;

     

    (31) a
      code
      indicating whether the Mortgage Loan is an Adjustable Rate Mortgage
      Loan;

     

    (32) with
      respect to each Adjustable Rate Mortgage Loan, the Gross Margin;

     

    (33) with
      respect to each Adjustable Rate Mortgage Loan, the next Adjustment Date and,
      if
      different, the date on which the Monthly Payment is changed;

     

    (34) with
      respect to each Adjustable Rate Mortgage Loan, the lifetime maximum Mortgage
      Interest Rate;

     

    (35) with
      respect to each Adjustable Rate Mortgage Loan, the lifetime minimum Mortgage
      Interest Rate;

     

    (36) with
      respect to each Adjustable Rate Mortgage Loan, the Periodic Interest Rate
      Cap;

     

    (37) with
      respect to each Adjustable Rate Mortgage Loan, the Index;

     

    (38) with
      respect to each Adjustable Rate Mortgage Loan, to the extent that such Mortgage
      Loan is an Interest-Only Mortgage Loan, the number of months/years whereby
      the
      scheduled payment payable by a Mortgagor under the related Mortgage Note on
      each
      Due Date includes only interest payments;

     

    (39) a
      code
      indicating whether the Mortgage Loan is an adjustable rate or fixed rate
      mortgage loan;

     

    (40) the
      name
      of the Originator or broker of the Mortgage Loan;

     

    (41) a
      code
      indicating whether the Mortgaged Property is subject to a First Lien or a Second
      Lien;

     

    (42) a
      code
      indicating the Appraisal type (Tax Assessment, BPO, Drive-By Form 704, URAR,
      Form 2065, Form 2055 (Exterior only), Form 2055 (Interior Inspection), or
      automated valuation model (“AVM”);

     

    (43) if
      the
      Appraisal Type in #46 above is an AVM, then a description of the AVM
      type;

     

    (44) a
      code
      indicating whether such Mortgage Loan is a Texas Refinance Loan;

     

    (45) a
      code
      indicating the cash out purpose of the Mortgage Loan (purchase or
      refinance);

     

    (46) Mortgagor
      IRS data (ss#, certification date, 1098 exempt code); and

     

    (47) the
      Cut-off Date with respect to the Mortgage Loan.

     

    With
      respect to the Mortgage Loans in the aggregate in the related Mortgage Loan
      Package, the respective Mortgage Loan Schedule shall set forth the following
      information, as of the related Cut-off Date:

     

    (1) the
      number of Mortgage Loans;

     

    (2) the
      current aggregate outstanding principal balance of the Mortgage
      Loans;

     

    (3) the
      current weighted average Mortgage Interest Rate of the Mortgage Loans;
      and

     

    (4) the
      weighted average months to maturity of the Mortgage Loans.

     

    


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

 

    EXHIBIT
      C

     

    


     

    FORM
      OF
      TRADE CONFIRMATION

     

    [Stored
      as a separate document]

     

    


    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

 

    EXHIBIT
      D

     

    


     

    FORM
      OF MEMORANDUM OF SALE

     

    


    


    CLOSING
      DATE:

     

    This
      Memorandum of Sale (this “Memorandum”), dated as of the Closing Date referred to
      above, confirms the sale by Aames Capital Corp. (the “Seller”) to Ocwen Mortgage
      Asset Trust I (the “Purchaser”), and the purchase by the Purchaser from the
      Seller, of the first [and second] lien adjustable and fixed rate residential
      mortgage loans on a servicing released basis described on the Mortgage Loan
      Schedule attached as Schedule I hereto (the “Mortgage Loans”), pursuant to the
      terms of the Master Bulk Sale and Interim Servicing Agreement (the “Agreement”),
      dated as of November 1, 2005, by and between the Purchaser and the
      Seller.

     

    For
      good
      and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the Seller does hereby bargain, sell, convey, assign and transfer
      to Purchaser without recourse, except as provided in the Agreement, and on
      a
      servicing released basis, all right, title and interest of the Seller in and
      to
      each of the Mortgage Loans, together with all documents maintained as part
      of
      the related Mortgage Files, all Mortgaged Properties which secure any Mortgage
      Loan but are acquired by foreclosure, deed in lieu of foreclosure after the
      Cut-off Date or otherwise, all payments of principal and interest received
      on
      the Mortgage Loans after the Cut-off Date, all other unscheduled collections
      collected in respect of the Mortgage Loans after the Cut-off Date, and all
      proceeds of the foregoing, subject, however, to the rights of the Seller under
      the Agreement.

     

    The
      Seller hereby acknowledges receipt of the Purchase Price of $[___________]
      with
      respect to the Mortgage Loans.

     

    The
      Seller has delivered to the Custodian prior to the date hereof the Mortgage
      Loan
      Documents with respect to each Mortgage Loan required to be delivered under
      the
      Agreement.

     

    The
      Seller hereby acknowledges its duties and obligations under the Agreement with
      respect to the Mortgage Loans.

     

    Capitalized
      terms that are used herein but are not defined herein shall have the respective
      meanings set forth in the Agreement.

     

    AAMES
      CAPITAL CORP.

    


    


    By:
      _________________________________________

     

    Name:
      _______________________________________

     

    Title:
      ________________________________________

     

    


     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      E

     

    FORM
      OF
      ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

     

    [DATE
      OF
      ASSIGNMENT]

     

    ASSIGNMENT,
      ASSUMPTION AND RECOGNITION AGREEMENT dated ___________________, among
      _________________, (“Assignor”), _________________, (“Assignee”) and Aames
      Capital Corp. (the “Seller”):

     

    For
      and
      in consideration of the sum of one dollar ($1.00) and other valuable
      consideration the receipt and sufficiency of which are hereby acknowledged,
      and
      of the mutual covenants herein contained, the parties hereto hereby agree as
      follows:

     

    1. With
      respect to the Mortgage Loans listed on Exhibit
      A
      hereto,
      the Assignor hereby grants, transfers and assigns to Assignee all of the right,
      title and interest of Assignor, as Purchaser, in, to and under that certain
      Master Bulk Sale and Interim Servicing Agreement (the “Master Bulk Sale and
      Interim Servicing Agreement”), dated as of November 1, 2005, and the Memorandum
      of Sale dated [INSERT DATE] (together with the Master Bulk Sale and Interim
      Servicing Agreement, the “Master Sale Agreement”), each by and between Ocwen
      Mortgage Asset Trust I (the “Purchaser”) and the Seller, and the Mortgage Loans
      delivered thereunder by the Seller to the Assignor.

     

    2. The
      Assignor warrants and represents to, and covenants with, the Assignee
      that:

     

    a. The
      Assignor is the lawful owner of the Mortgage Loans with the full right to
      transfer the Mortgage Loans free from any and all claims and encumbrances
      whatsoever;

     

    b. The
      Assignor has not received notice of, and has no knowledge of, any offsets,
      counterclaims or other defenses available to the Seller with respect to the
      Master Sale Agreement or the Mortgage Loans;

     

    c. The
      Assignor has not waived or agreed to any waiver under, or agreed to any
      amendment or other modification of, the Master Sale Agreement or the Mortgage
      Loans. The Assignor has no knowledge of, and has not received notice of, any
      waivers under or amendments or other modifications of, or assignments of rights
      or obligations under, the Master Sale Agreement or the Mortgage Loans;
      and

     

    d. Neither
      the Assignor nor anyone acting on its behalf has offered, transferred, pledged,
      sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage
      Loans or any other similar security to, or solicited any offer to buy or accept
      a transfer, pledge or other disposition of the Mortgage Loans, any interest
      in
      the Mortgage Loans or any other similar security from, or otherwise approached
      or negotiated with respect to the Mortgage Loans, any interest in the Mortgage
      Loans or any other similar security with, any person in any manner, or made
      any
      general solicitation by means of general advertising or in any other manner,
      or
      taken any other action which would constitute a distribution of the Mortgage
      Loans under the Securities Act of 1933 (the “Securities Act”) or which would
      render the disposition of the Mortgage Loans a violation of Section 5 of the
      Securities Act or require registration pursuant thereto.

     

    3. That
      Assignee warrants and represent to, and covenants with, the Assignor and the
      Seller pursuant to Section 9.07 of the Master Sale Agreement that:

     

    a. The
      Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and
      conditions of the Master Sale Agreement and the Mortgage Loans, and from and
      after the date hereof, the Assignee assumes for the benefit of each of the
      Seller and the Assignor all of the Assignor’s obligations as purchaser
      thereunder;

     

    b. The
      Assignee understands that the Mortgage Loans have not been registered under
      the
      Securities Act or the securities laws of any state;

     

    c. The
      purchase price being paid by the Assignee for the Mortgage Loans is in excess
      of
      $250,000.00 and will be paid by cash remittance of the full purchase price
      within sixty (60) calendar days of the sale;

     

    d. The
      Assignee is acquiring the Mortgage Loans for investment for its own account
      only
      and not for any other person. In this connection, neither the Assignee nor
      any
      person authorized to act therefor has offered to sell the Mortgage Loans by
      means of any general advertising or general solicitation within the meaning
      of
      Rule 502(c) Regulation D promulgated under the Securities Act;

     

    e. The
      Assignee considers itself a substantial sophisticated institutional investor
      having such knowledge and experience in financial and business matters that
      it
      is capable of evaluating the merits and risks of investment in the Mortgage
      Loans;

     

    f. The
      Assignee has been furnished with all information regarding the Mortgage Loans
      that it has requested from the Assignor or the Seller;

     

    g. Neither
      the Assignee nor anyone acting on its behalf has offered, transferred, pledged,
      sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage
      Loans or any other similar security to, or solicited any offer to buy or
      accepted a transfer, pledge or other disposition of the Mortgage Loans, any
      interest in the Mortgage Loans or any other similar security from, or otherwise
      approached or negotiated with respect to the Mortgage Loans, any interest in
      the
      Mortgage Loans or any other similar security with, any person in any manner
      which would constitute a distribution of the Mortgage Loans under the Securities
      Act or which would render the disposition of the Mortgage Loans a violation
      of
      Section 5 of the Securities Act or require registration pursuant thereto, nor
      will it act, nor has it authorized or will it authorize any person to act,
      in
      such manner with respect to the Mortgage Loans; and

     

    h. Either
      (1) the Assignee is not an employee benefit plan (“Plan”) within the meaning of
      section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”) or a plan (“Plan”) within the meaning of section 4975(e)(1) of the
      Internal Revenue Code of 1986 (“Code”), and the Assignee is not directly or
      indirectly purchasing the Mortgage Loans on behalf of, investment manager of,
      as
      named fiduciary of, as trustee of, or with assets of, a Plan; or (2) the
      Assignee’s purchase of the Mortgage Loans will not result in a prohibited
      transaction under section 406 of ERISA or section 4975 of the Code.

     

    i. The
      Assignee’s address for purposes of all notices and correspondence related to the
      Mortgage Loans and the Master Sale Agreement is:

     

    [NAME
      AND
      ADDRESS OF ASSIGNEE]

    Attention:

    Telephone:

    Fax:

     

    The
      Assignee’s wire transfer instructions for purposes of all remittances and
      payments related to the Mortgage Loans and the Master Sale Agreement
      is:

     

    For
      the
      account of [NAME OF ASSIGNEE]

    A/C#:

    ABA#:

    Attn:

    Taxpayer
      ID#:

     

    4. Accuracy
      of the Agreements.

     

    The
      Seller and the Assignor represent and warrant to the Assignee that (i) attached
      hereto as Exhibit
      B
      are
      true, accurate and complete copies of the Master Sale Agreement and all
      amendments and modifications, if any, thereto and (ii) the Master Sale Agreement
      has not been amended or modified in any respect, except as set forth in this
      Agreement.

     

    5. Recognition
      of Assignee.

     

    From
      and
      after the date hereof, the Seller shall note the transfer of the Mortgage Loans
      to the Assignee in its books and records and the Seller shall recognize the
      Assignee as the owner of the Mortgage Loans. It is the intention of the
      Assignor, the Seller and the Assignee that the Master Sale Agreement shall
      be
      binding upon and inure to the benefit of the Seller and the Assignee and their
      respective successors and assigns.

     

    [Signatures
      Follow]

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    IN
      WITNESS WHEREOF, the parties have caused this Assignment, Assumption and
      Recognition Agreement be executed by their duly authorized officers as of the
      date first above written.

    

      
        	
                [NAME
                  OF ASSIGNOR]

              	
                [NAME
                  OF ASSIGNEE]

              
	
                Assignor

              	
                Assignee

              
	
                By:
                  ____________________________________

              	
                By:

              
	
                Name:
                  __________________________________

              	
                Name:

              
	
                Its:
                  ____________________________________

              	
                Its:

              


      

    

     

     

    


    AAMES
      CAPITAL CORP.

    Seller

     

    By:

     

    Name:

     

    Its:

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      F

     

    


     

    UNDERWRITING
      GUIDELINES

     

    


     

    [Attached
      hereto]

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      G

     

    FORM
      OF
      OPINION OF COUNSEL

    


    


    


    


    November
      17, 2005

     

    Ocwen
      Mortgage Asset Trust I

    1661
      Worthington Road

    Centrepark
      West, Suite 100

    West
      Palm
      Beach, Florida 33409

    


    Re: Aames
      Capital Corp.

     

    Ladies
      and Gentlemen:

     

    I
      am
      special counsel for Aames Capital Corp., a [_______] corporation (the “Seller”),
      with respect to certain matters in connection with the sale of Mortgage Loans
      pursuant to that certain Master Bulk Sale and Interim Servicing Agreement by
      and
      between the Seller and Ocwen Mortgage Asset Trust I, dated as of November 1,
      2005 (the “Agreement”). Capitalized terms not otherwise defined herein have the
      meanings given them in the Agreement.

     

    In
      rendering the opinions set forth below, I have examined and relied upon
      originals or copies, certified or otherwise identified to my satisfaction,
      of
      the certificate of incorporation and by-laws of the Seller, the Agreement and
      such corporate records, agreements or other instruments of the Seller, and
      such
      certificates, records and other documents, agreements and instruments, as I
      have
      deemed necessary and proper as the basis for my opinions. In connection with
      such examination, I have assumed the genuineness of all signatures, the
      authenticity of all documents, agreements and instruments submitted to me as
      originals, the conformity to original documents, agreements and instruments
      of
      all documents, agreements and instruments submitted to me as copies or
      specimens, the authenticity of the originals of such documents, agreements
      and
      instruments submitted to us as copies or specimens, the conformity to executed
      original documents of all documents submitted to me in draft and the accuracy
      of
      the matters set forth in the documents we reviewed. I have also assumed that
      all
      documents, agreements and instruments have been duly authorized, executed and
      delivered by all parties thereto. As to any facts material to such opinions
      that
      I did not independently establish or verify, I have relied upon statements
      and
      representations of officers and other representatives of the Seller as I have
      deemed necessary and proper as the basis for my opinions, including, among
      other
      things, the representations and warranties in the Agreement.

     

    Based
      upon the foregoing, I am of the opinion that:

     

    1. The
      Seller is a corporation duly organized, validly existing and in good standing
      under the laws of the state of [__________].

     

    2. The
      Seller has the power to engage in the transactions contemplated by the Agreement
      and all requisite power, authority and legal right to execute and deliver the
      Agreement, and to perform and observe the terms and conditions of the
      Agreement.

     

    3. Each
      person who, as an officer of the Seller, signed (a) the Agreement, and (b)
      any
      other document delivered prior hereto or on the date hereof in connection with
      the sale, servicing and securitization of the Mortgage Loans was, at the
      respective times of such signing and delivery, and is, as of the date hereof,
      duly elected or appointed, qualified and acting as such officer, and the
      signatures of such persons appearing on such documents are their genuine
      signatures.

     

    4. The
      Agreement has been duly authorized, executed and delivered by the Seller and
      is
      a legal, valid and binding agreement, enforceable in accordance with its terms,
      subject to bankruptcy laws and other similar laws of general application
      affecting rights of creditors and subject to the application of the rules of
      equity, including those respecting the availability of specific
      performance.

     

    5. The
      Seller has been duly authorized to allow its officers to execute any and all
      documents by original signature in order to complete the transactions
      contemplated by the Agreement, and by original or facsimile signature in order
      to execute the endorsements of the Mortgage Notes and the Assignments of
      Mortgages, and the original or facsimile signature of the officer of the Seller
      executing the endorsements of the Mortgage Notes and the Assignments of
      Mortgages represents the legal and valid signature of said officer of the
      Seller.

     

    6. Either
      (i) no consent, approval, authorization or order of any court or governmental
      agency or body is required for the execution, delivery and performance by the
      Seller of or compliance by the Seller with the Agreement, or the consummation
      of
      the transactions contemplated by the Agreement; or (ii) any required consent,
      approval, authorization or order has been obtained by the Seller.

     

    7. Neither
      the consummation of the transactions contemplated by, nor the fulfillment of
      the
      terms of the Agreement, will conflict with or result in a breach of or
      constitute a default under the charter or by-laws of the Seller, the terms
      of
      any indenture or other agreement or instrument to which the Seller is a party
      or
      by which it is bound or to which it is subject, or violate any statute or order,
      rule, regulations, writ, injunction or decree of any court, governmental
      authority or regulatory body to which the Seller is subject or by which it
      is
      bound.

     

    8. There
      is
      no action, suit, proceeding or investigation pending or, to the best of my
      knowledge, threatened against the Seller which, in my opinion, either in any
      one
      instance or in the aggregate, would likely result in any material adverse change
      in the business, operations, financial condition, properties or assets of the
      Seller or in any material impairment of the right or ability of the Seller
      to
      carry on its business substantially as now conducted or in any material
      liability on the part of the Seller or which would draw into question the
      validity of the Agreement, or of any action taken or to be taken in connection
      with the transactions contemplated thereby, or which would be likely to impair
      materially the ability of the Seller to perform under the terms of the
      Agreement.

     

    9. The
      sale
      of each Mortgage Note and Mortgage as and in the manner contemplated by the
      Agreement is sufficient fully to transfer all right, title and interest of
      the
      Seller thereto as noteholder and mortgagee, apart from the rights to service
      the
      Mortgage Loans pursuant to the Agreement.

     

    10. The
      form
      of endorsement that is to be used with respect to the Mortgage Loans is legally
      valid and sufficient to duly endorse the Mortgage Notes to the
      Purchaser.

     

    The
      Opinions expressed herein are limited to matters of federal and _______ law
      and
      do not purport to cover any matters as to which laws of any other jurisdiction
      are applicable. Except as expressly provided herein, this opinion is being
      furnished to the addressees hereof solely for their benefit in connection with
      the transactions contemplated in the Agreement, and it is not to be used,
      circulated, quoted or otherwise referred to for any purpose without my express
      written consent.

     

    Sincerely,

     

    By:____________________________

    [Name
      of
      Counsel]

     

    Its: [Special
      Counsel]

     

    


    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

 

    EXHIBIT
      H

     

    


     

    REPRESENTATIONS,
      WARRANTIES AND COVENANTS OF THE SELLER

     

    The
      Seller hereby represents, warrants and covenants that, as of the related Closing
      Date, or as of such date specifically provided herein:

     

    (a) Due
      Organization and Authority:
      The
      Seller is duly organized, validly existing and in good standing under the laws
      of the jurisdiction and has all licenses necessary to carry on its business
      as
      now being conducted and is licensed, qualified and in good standing in each
      state where a Mortgaged Property is located if the laws of such state require
      licensing or qualification in order to conduct business of the type conducted
      by
      the Seller, and in any event the Seller is in compliance with the laws of any
      such state to the extent necessary to ensure the enforceability of the related
      Mortgage Loan and the servicing of such Mortgage Loan in accordance with the
      terms of this Agreement; the Seller has the full corporate power and authority
      to execute and deliver this Agreement and to perform in accordance herewith;
      the
      execution, delivery and performance of this Agreement (including all instruments
      of transfer to be delivered pursuant to this Agreement) by the Seller and the
      consummation of the transactions contemplated hereby have been duly and validly
      authorized; this Agreement evidences the valid, binding and enforceable
      obligation of the Seller, subject to bankruptcy, insolvency, moratorium and
      other principles of equity affecting the rights of creditors generally, whether
      considered in a proceeding at law or in equity; and all requisite corporate
      action has been taken by the Seller to make this Agreement valid and binding
      upon the Seller in accordance with its terms;

     

    (b) Ordinary
      Course of Business:
      The
      consummation of the transactions contemplated by this Agreement are in the
      ordinary course of business of the Seller, who is in the business of
      originating, acquiring, selling and servicing mortgage loans, and the transfer,
      assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller
      pursuant to this Agreement are not subject to the bulk transfer or any similar
      statutory provisions in effect in any applicable jurisdiction;

     

    (c) No
      Conflicts:
      Neither
      the execution and delivery of this Agreement, the acquisition of the Mortgage
      Loans by the Seller, the sale of the Mortgage Loans to the Purchaser or the
      transactions contemplated hereby, nor the fulfillment of or compliance with
      the
      terms and conditions of this Agreement will conflict with or result in a breach
      of any of the terms or provisions of the organizational documents of the Seller
      or any agreement or instrument to which the Seller is now a party or by which
      it
      is bound, or constitute a default or result in the violation of any law, rule,
      regulation, order, judgment or decree to which the Seller or its property is
      subject, or impair the ability of the Purchaser to realize on the Mortgage
      Loans, or impair the value of the Mortgage Loans;

     

    (d) Approvals:
      The
      Seller is a HUD approved mortgagee pursuant to Section 203 of the National
      Housing Act, and no event has occurred, including but not limited to a change
      in
      insurance coverage, which would make the Seller unable to comply with HUD
      eligibility requirements or which would require notification to
      HUD;

     

    (e) Fair
      Consideration:
      The
      consideration received by the Seller upon the sale of the Mortgage Loans under
      this Agreement shall constitute fair consideration and reasonably equivalent
      value for the Mortgage Loans;

     

    (f) Ability
      to Perform; Solvency:
      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. The
      Seller is solvent and the sale of the Mortgage Loans will not cause the Seller
      to become insolvent. The sale of the Mortgage Loans is not undertaken to hinder,
      delay or defraud any of the Seller’s creditors;

     

    (g) No
      Litigation Pending:
      Except
      as disclosed by Aames Investment Corporation in its public filings with the
      Commission, there is no action, suit, proceeding or investigation pending or
      to
      its knowledge threatened against the Seller which, either in any one instance
      or
      in the aggregate, may result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any
      material impairment of the right or ability of the Seller to carry on its
      business substantially as now conducted, or in any material liability on the
      part of the Seller, or which would draw into question the validity of this
      Agreement or the Mortgage Loans or of any action taken or to be contemplated
      herein, or which would be likely to impair materially the ability of the Seller
      to perform under the terms of this Agreement;

     

    (h) No
      Consent Required:
      No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Seller
      of,
      or compliance by the Seller with, this Agreement or the sale of the Mortgage
      Loans as evidenced by the consummation of the transactions contemplated by
      this
      Agreement, or if required, such consent, approval, authorization or order has
      been obtained prior to the related Closing Date;

     

    (i) No
      Untrue Information:
      None of
      this Agreement, the information set forth in the Mortgage Loan Schedule attached
      to the related Memorandum of Sale and the information contained in the related
      electronic data file delivered to the Purchaser by the Seller, nor any
      statement, report or other document furnished or to be furnished by or on behalf
      of the Seller pursuant to this Agreement or in connection with the transactions
      contemplated hereby contains any untrue statement of material fact or omits
      to
      state a material fact necessary to make the statements contained therein not
      misleading;

     

    (j) Sale
      Treatment:
      The
      Seller has determined that the disposition of the Mortgage Loans pursuant to
      this Agreement will be afforded sale treatment for accounting and tax
      purposes;

     

    (k) No
      Material Change:
      There
      has been no material adverse change in the business, operations, financial
      condition or assets of the Seller since the date of the Seller’s most recent
      financial statements;

     

    (l) No
      Brokers’ Fees:
      The
      Seller has not dealt with any broker, investment banker, agent or other Person
      that may be entitled to any commission or compensation in the connection with
      the sale of the Mortgage Loans;

     

    (m) Anti-Money
      Laundering Law Compliance:
      The
      Seller has 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 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;

     

    (n) Securities
      Law Compliance:
      Neither
      the Seller nor anyone acting on its behalf has offered, transferred, pledged,
      sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage
      Loans or any other similar security to, or solicited any offer to buy or accept
      a transfer, pledge or other disposition of any Mortgage Loans, any interest
      in
      any Mortgage Loans or any other similar security from, or otherwise approached
      or negotiated with respect to any Mortgage Loans, any interest in any Mortgage
      Loans or any other similar security with, any person in any manner, or made
      any
      general solicitation by means of general advertising or in any other manner,
      or
      taken any other action which would constitute a distribution of the Mortgage
      Loans under the Securities Act of 1933 or which would render the disposition
      of
      any Mortgage Loans a violation of Section 5 of the Securities Act of 1933 Act
      or
      require registration pursuant thereto, nor will it act, nor has it authorized
      or
      will it authorize any person to act, in such manner with respect to the Mortgage
      Loans; and

     

    (o) Financial
      Statements:
      The
      Seller has delivered to the Purchaser financial statements as requested by
      the
      Purchaser. All such financial statements fairly present the pertinent results
      of
      operations and changes in financial position for each of such periods and the
      financial position at the end of each such period of the Seller and its
      subsidiaries and have been prepared in accordance with generally accepted
      accounting principles consistently applied throughout the periods involved.
      There has been no change in the business, operations, financial condition,
      properties or assets of the Seller since the date of the Seller’s financial
      statements that would have a material adverse effect on its ability to perform
      its obligations under this Agreement.

     

    


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

 

    EXHIBIT
      I

     

    


     

    REPRESENTATIONS,
      WARRANTIES AND COVENANTS REGARDING

     

    INDIVIDUAL
      MORTGAGE LOANS

     

    The
      Seller hereby represents, warrants, and covenants with respect to the Mortgage
      Loans that as of the related Closing Date for such Mortgage Loan:

     

    1. Representations,
      Warranties, and Covenants Regarding Individual Mortgage Loans:

     

    (a) Mortgage
      Loans as Described:
      The
      information set forth in the Mortgage Loan Schedule annexed to the related
      Memorandum of Sale and the information contained on the related electronic
      data
      file delivered to the Purchaser is complete, true and correct;

     

    (b) Payments
      Current:
      Other
      than the borrower being up to 29 days delinquent, all payments required to
      be
      made prior to the related Cut-off Date for the Mortgage Loan under the terms
      of
      the Mortgage Note have been made and credited. No payment under any Mortgage
      Loan has been thirty (30) calendar days or more delinquent since the origination
      of such Mortgage Loan; other than the borrower being up to 29 days delinquent,
      there are no material defaults under the terms of the Mortgage Loan; and neither
      the Seller nor the servicer advanced funds, or induced, solicited or knowingly
      received any advance of funds from a party other than the owner of the Mortgaged
      Property subject to the Mortgage, directly or indirectly for the payment of
      any
      amount required by the Mortgage Note;

     

    (c) No
      Outstanding Charges:
      All
      taxes, governmental assessments, insurance premiums, leasehold payments, ground
      rents, water, sewer and municipal charges, 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. The Seller has not advanced funds,
      or
      induced, or solicited directly or indirectly, the payment of any amount required
      under the Mortgage Loan, except for (i) payments in the nature of escrow
      payments and (ii) interest accruing from the date of the Mortgage Note or date
      of disbursement of the Mortgage Loan proceeds, whichever is later, to the day
      which precedes by one month the Due Date of the first installment of principal
      and interest;

     

    (d) Original
      Terms Unmodified:
      The
      terms of the Mortgage Note and Mortgage have not been impaired, waived, altered
      or modified in any respect, except by written instruments which have been
      recorded, if necessary, to protect the interests of the Purchaser and maintain
      the lien priority of the Mortgage and which has been delivered to the Custodian.
      The substance of any such waiver, alteration or modification has been approved
      by the title insurer, to the extent required by the policy, and its terms are
      reflected on the Mortgage Loan Schedule and related electronic data file. No
      instrument of waiver, alteration or modification has been executed, and no
      Mortgagor has been released, in whole or in part, except in connection with
      an
      assumption agreement approved by the title insurer, to the extent required
      by
      the policy and which assumption agreement is part of the Mortgage File delivered
      to the Custodian and the terms of which are reflected on the related Mortgage
      Loan Schedule and related electronic data file. Neither the Mortgage Note nor
      the Mortgage have any marks or notations indicating that they are currently
      pledged, assigned or otherwise conveyed to any person other than the
      Purchaser;

     

    (e) No
      Defenses:
      The
      Mortgage Note and the Mortgage are 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 or subsequent to
      the
      time the Mortgage Loan was originated or as of the date hereof; 

     

    (f) No
      Satisfaction of Mortgage:
      The
      Mortgage has not been satisfied, canceled, subordinated (except with respect
      to
      the subordination of any Second Lien Mortgage Loan to the related first lien
      mortgage loans) 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 satisfaction,
      release, cancellation, subordination (except with respect to the subordination
      of any Second Lien Mortgage Loan to the related First Lien) or rescission.
      The
      Seller has not 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 waived any default resulting from any action
      or
      inaction by the Mortgagor;

     

    (g) Validity
      of Mortgage Documents:
      The
      Mortgage Note, the Mortgage and, in the case of a Cooperative Loan, the related
      Security Agreement, and related documents are original (except for such
      documents the originals of which have been delivered to the Custodian, and
      with
      respect to each Mortgage Loan for which a lost note affidavit has been delivered
      to the Custodian in place of the original Mortgage Note) and genuine, and each
      is the legal, valid and binding obligation of the Mortgagor enforceable in
      accordance with its terms, subject to bankruptcy, insolvency, moratorium and
      other laws of general application affecting the rights of creditors and by
      general equitable principles and Seller has taken all action necessary to
      transfer such rights of enforceability to the Purchaser. All parties to the
      Mortgage Note, the Mortgage and, in the case of a Cooperative Loan, the related
      Security Agreement, had legal capacity to enter into the Mortgage Loan and
      to
      execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note
      and the Mortgage have been duly and properly executed by such
      parties;

     

    (h) Note
      as “Instrument”:
      Each
      Mortgage Note is comprised of one original promissory note and each such
      promissory note constitutes an “instrument” for purposes of Section 9-102(a)(65)
      of the UCC;

     

    (i) No
      Fraud:
      No
      fraud, error, omission, misrepresentation or negligence with respect to a
      Mortgage Loan has taken place on the part of the Seller or the Mortgagor, any
      appraiser, any builder or any developer, any servicer or any other party
      involved in the solicitation or origination of the Mortgage Loan or in the
      application for any insurance in relation to such Mortgage Loan or in connection
      with the sale of such Mortgage Loan to the Purchaser;

     

    (j) Compliance
      with Applicable Laws:
      All
      requirements of any applicable federal, state or local law including, without
      limitation, all applicable predatory and abusive lending, usury,
      truth-in-lending, real estate settlement procedures, consumer credit protection
      (including Uniform Consumer Credit Code laws), fair credit reporting, unfair
      collection practices, equal credit opportunity or fair housing and disclosure
      laws applicable to the solicitation, origination, servicing and collection
      of
      the Mortgage Loan have been complied with, the Mortgagor received all disclosure
      materials required by applicable law with respect to the making of mortgage
      loans of the same type as the Mortgage Loan and, if the Mortgage Loan is a
      refinanced Mortgage Loan, rescission materials required by applicable laws,
      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. 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;

     

    (k) Location
      and Type of Mortgaged Property:
      The
      Mortgaged Property is located in the state identified in the Mortgage Loan
      Schedule and consists of a contiguous parcel 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 condominium project or an individual unit
      in
      a planned unit development, or a townhouse or a de minimus planned unit
      development; provided, however, that none of the Mortgaged Properties are
      Cooperative Properties, manufactured homes, log homes, mobile homes or geodesic
      domes. As of the respective appraisal date for each Mortgaged Property, the
      Mortgaged Property was not being used primarily for commercial or mixed-use
      purposes and, to the Seller’s knowledge, since the date of such Appraisal, the
      Mortgaged Property has not been used primarily for commercial purposes. No
      Mortgage Loan finances builder inventory;

     

    (l) Valid
      First or Second Lien:
      The
      Mortgage is a valid, subsisting, enforceable and perfected first or, in the
      case
      of the Second Lien Mortgage Loans, second lien on the Mortgaged Property,
      including all buildings 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 securing the Mortgage Note’s
      original principal balance. The lien of the Mortgage is free and clear of all
      adverse claims, liens and encumbrances having priority over the first lien
      of
      the Mortgage and 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 mortgage lending
      institutions generally and specifically referred to in the lender’s title
      insurance policy delivered to the Originator of the Mortgage Loan and either
      (1)
      referred to or otherwise considered in the Appraisal made for the Originator
      of
      the Mortgage Loan or (2) 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 individually
      or in the aggregate, 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) the
      First
      Lien on the related Mortgaged Property, in the case of Second Lien Mortgage
      Loans;

     

    Any
      security agreement, chattel mortgage or equivalent document related to and
      delivered in connection with the Mortgage Loan establishes and creates a valid,
      subsisting and enforceable (A) first lien and first priority security interest
      with respect to each first lien Mortgage Loan or (B) second lien and second
      priority security interest with respect to each Second Lien Mortgage Loan,
      in
      either case, on the property described therein and the Seller has full right
      to
      sell and assign the same to the Purchaser. Except as indicated on the related
      Mortgage Loan Schedule with respect to first lien Mortgage Loans that are
      subject to a Second Lien Mortgage Loan, the Mortgaged Property was not, as
      of
      the date of origination of the Mortgage Loan, subject to a mortgage, deed of
      trust, deed to secure debt or other security instrument creating a lien
      subordinate to the lien of the Mortgage. With respect to any Cooperative Loan,
      the Security Agreement is a valid, subsisting and enforceable first priority
      security interest on the related Cooperative Shares securing the Mortgage Note,
      subject only to (a) liens of the related residential Cooperative Corporation
      for
      unpaid assessments representing the Mortgagor’s pro rata share of the related
      residential Cooperative Corporation’s payments for its blanket mortgage, current
      and future real property taxes, insurance premiums, maintenance fees and other
      assessments to which like collateral is commonly subject and (b) other matters
      to which like collateral is commonly subject which do not materially interfere
      with the benefits of the security interest intended to be provided by such
      Security Agreement;

     

    (m) Full
      Disbursement of Proceeds:
      The
      proceeds of the Mortgage Loan have been fully disbursed to or for the account
      of
      the Mortgagor, 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.
      Any and all requirements as to completion of any on-site or off-site
      improvements and any and all requirements as to disbursements of escrow funds
      for such improvements 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;

     

    (n) Ownership:
      The
      Seller is a sole legal, beneficial and equitable owner of the Mortgage Note
      and
      the Mortgage. The Seller has full right and authority under all governmental
      and
      regulatory bodies having jurisdiction over the Seller, subject to no interest
      or
      participation of, or agreement with, any party, to transfer and sell the
      Mortgage Loan to the Purchaser pursuant to this Agreement free and clear of
      any
      encumbrance or right of others, equity, lien, pledge, charge, mortgage, claim,
      participation interest or security interest of any nature (collectively, a
      “Lien”); and immediately upon the transfers and assignments herein contemplated,
      the Seller shall have transferred and sold all of its right, title and interest
      in and to each Mortgage Loan and the Purchaser will hold good, marketable and
      indefeasible title to, and be the owner of, each Mortgage Loan subject to no
      Lien;

     

    (o) Origination/Doing
      Business:
      The
      Mortgage Loan was originated by a mortgage company, savings and loan
      association, a savings bank, a commercial bank, a credit union, an insurance
      company, or similar institution that is supervised and examined by a federal
      or
      state authority or by a mortgagee approved by the Secretary of Housing and
      Urban
      Development pursuant to Sections 203 and 211 of the National Housing Act. 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 (A) organized under the laws of such state,
      (B) qualified to do business in such state, (C) federal savings and loan
      associations or national banks having principal offices in such state, or (D)
      not doing business in such state;

     

    (p) LTV:
      No
      Mortgage Loan has an LTV at origination in excess of 100%;

     

    (q) Title
      Insurance:
      The
      Mortgage Loan is covered by an ALTA lender’s title insurance policy (which in
      the case of an Adjustable Rate Mortgage Loan has an adjustable rate mortgage
      endorsement in the form of ALTA 6.0 or 6.1 or equivalent) generally acceptable
      in secondary market transactions, issued by a title insurer generally acceptable
      in secondary market transactions and qualified to do business in the
      jurisdiction where the Mortgaged Property is located, insuring the Seller,
      its
      successors and assigns, as to the first (or where applicable, second) priority
      lien of the Mortgage in the original principal amount of the Mortgage Loan,
      subject only to the exceptions contained in clauses (i), (ii) and (iii), and
      with respect to each Second Lien Mortgage Loan, clause (iv), of Paragraph (l)
      of
      this Exhibit
      K,
      and
      with respect to 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. 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. Where required by state law or regulation,
      the
      Mortgagor has been given the opportunity to choose the carrier of such lender’s
      title insurance policy. The Seller, 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
      full force and effect upon the consummation of the purchase of the Mortgage
      Loans as contemplated by this Agreement. No claims have been made under such
      lender’s title insurance policy, and no prior holder of the Mortgage, including
      the Seller, has done, by act or omission, anything which would impair the
      coverage of such lender’s title insurance policy. In connection with the
      issuance of such lender’s title insurance policy, 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;

     

    (r) No
      Defaults:
      Other
      than the borrower being up to 29 days delinquent, there is no default, breach,
      violation or event of 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 permitting acceleration, and neither the Seller nor its
      predecessors have waived any default, breach, violation or event permitting
      acceleration. With respect to each Second Lien Mortgage Loan, (i) the prior
      mortgage is in full force and effect, (ii) there is no default, breach,
      violation or event of acceleration existing under the prior mortgage or the
      related mortgage note, (iii) other than the borrower being up to 29 days
      delinquent, 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 (iv) either (A) the First
      Lien contains a provision that 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 prior mortgage;

     

    (s) No
      Mechanics’ Liens:
      As of
      the date of origination of such Mortgage Loan, and to the Seller’s knowledge, as
      of the Closing Date, 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 the 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;

     

    (t) Location
      of Improvements; No Encroachments:
      Except
      as insured against by the title insurance policy referenced in Paragraph (r)
      above, 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 wholly within the project
      with
      respect to a condominium unit 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. To the best of the Seller’s knowledge and with respect to each
      Mortgage Loan that is covered by a Primary Insurance Policy, the improvement(s)
      located on or being part of the related Mortgaged Property were constructed
      in
      accordance with the specifications set forth in the original construction
      plans;

     

    (u) Payment
      Terms:
      Payments on each Mortgage Loan commenced no more than sixty (60) calendar days
      after the funds were disbursed to the Mortgagor in connection with the Mortgage
      Loan. Except as otherwise set forth on the related Mortgage Loan Schedule,
      the
      Mortgage Loans have an original term to maturity of not more than thirty (30)
      years, with interest payable in arrears on the date specified on the related
      Mortgage Loan Schedule. As to each Adjustable Rate Mortgage Loan on each
      applicable Adjustment Date, the Mortgage Interest Rate will be adjusted to
      equal
      the sum of the Index plus the applicable Gross Margin, rounded up or down to
      the
      nearest multiple of 0.125% indicated by the Mortgage Note; provided that the
      Mortgage Interest Rate will not increase or decrease by more than the Periodic
      Interest Rate Cap on any Adjustment Date, and will in no event exceed the
      maximum Mortgage Interest Rate or be lower than the minimum Mortgage Interest
      Rate listed on the Mortgage Loan Schedule for such Mortgage Loan. Except with
      respect to Option ARM Mortgage Loans and Balloon Mortgage Loans which are
      Adjustable Rate Mortgage Loans, as to each Adjustable Rate Mortgage Loan that
      is
      not an Interest-Only Mortgage Loan, each Mortgage Note requires a monthly
      payment which is sufficient, during the period prior to the first adjustment
      to
      the Mortgage Interest Rate, to fully amortize the outstanding principal balance
      as of the first day of such period over the then remaining term of such Mortgage
      Note and to pay interest at the related Mortgage Interest Rate. Except with
      respect to Balloon Mortgage Loans which are Adjustable Rate Mortgage Loans,
      as
      to each Adjustable Rate Mortgage Loan, if the related Mortgage Interest Rate
      changes on an Adjustment Date (with respect to Interest-Only Mortgage Loans,
      following the related Interest-Only Adjustment Date), the then outstanding
      principal balance will be reamortized over the remaining life of such Mortgage
      Loan. Except as otherwise set forth on the related Mortgage Loan Schedule,
      no
      Interest-Only Mortgage Loan has an interest only period in excess of five (5)
      years. Except with respect to Option ARM Mortgage Loans, no Mortgage Loan
      contains terms or provisions which would result in Negative Amortization. No
      Option ARM Mortgage Loan has an LTV at in excess of 115% (or 110% with respect
      to Option ARM Mortgage Loans with respect to which the related Mortgaged
      Property is located in the State of New York);

     

    (v) Balloon
      Payments, Graduated Payments or Contingent Interests:
      With
      respect to any Mortgage Loan which is identified on the Mortgage Loan Schedule
      as a Balloon Mortgage Loan, the Mortgage Note is payable in Monthly Payments
      based on a fifteen (15), thirty (30) or forty (40) year amortization schedule,
      as set forth in the related Mortgage Note, with a final Monthly Payment
      substantially greater than the preceding Monthly Payment which is sufficient
      to
      amortize the remaining principal balance of the Balloon Mortgage Loan. 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;

     

    (w) Customary
      Provisions:
      The
      Mortgage Note has a stated maturity. The Mortgage and related Mortgage Note
      contain 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. There is no homestead or other
      exemption (other than under the Servicemembers Civil Relief Act) 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;

     

    (x) Occupancy
      of the Mortgaged Property:
      As of
      the date of origination the Mortgaged Property was lawfully occupied under
      applicable law and the Mortgaged Property is lawfully occupied as of the Closing
      Date. All licenses, inspections and certificates required to be made or issued
      with respect to all occupied portions of the Mortgage Property 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. The Seller has not received any notice from a
      governmental authority that the Mortgaged Property is in material noncompliance
      with such laws or regulations, is being used, operated or occupied lawfully
      and
      has failed to have or obtain such inspection, licenses or certificates, as
      the
      case may be. The Seller has not received notice of any violation or failure
      to
      confirm with any such law, ordinance, regulation, standard, license or
      certificate. Except as otherwise set forth in the Mortgage Loan Schedule, the
      Mortgagor represented at the time of origination of the Mortgage Loan that
      the
      Mortgagor would occupy the Mortgaged Property as the Mortgagor’s primary
      residence;

     

    (y) No
      Additional Collateral:
      The
      Mortgage Note is not and has not been secured by any collateral, pledged account
      or other security except the lien of the corresponding Mortgage and the security
      interest of any applicable security agreement or chattel mortgage referred
      to in
      Paragraph (l) above;

     

    (z) Deeds
      of Trust:
      In the
      event the Mortgage constitutes a deed of trust, a trustee, 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 Mortgagee to the trustee under the deed of trust, except in
      connection with a trustee’s sale after default by the Mortgagor;

     

    (aa) Transfer
      of Mortgage Loans:
      The
      Assignment of Mortgage is in recordable form and is acceptable for recording
      under the laws of the jurisdiction in which the related Mortgaged Property
      is
      located;

     

    (bb) Mortgaged
      Property Undamaged:
      Except
      as described in the Appraisal in the Mortgage File, the Mortgaged Property
      is in
      good repair and undamaged by waste, fire, earthquake or earth movement,
      windstorm, hurricane, flood, tornado, mold 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;

     

    (cc) Customary
      Servicing and Collection Practices; Escrow Deposits:
      The
      origination practices used by the Seller and the collection and servicing
      practices used by the Servicer with respect to each Mortgage Loan have been
      in
      all respects legal, proper, prudent and customary in the subprime mortgage
      origination and servicing industry. The Seller has reported the Mortgagor credit
      files, if any, to the three credit repositories in a timely manner. With respect
      to escrow deposits and Escrow Payments, all such payments are in the possession
      of the Seller 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.
      No
      escrow deposits or Escrow Payments or other charges or payments have been
      capitalized under the Mortgage Note;

     

    (dd) No
      Condemnation:
      There
      have not been any condemnation proceedings with respect to the Mortgaged
      Property, there is no proceeding pending or threatened for the total or partial
      condemnation of the related Mortgaged Property nor is such a proceeding
      currently occurring or scheduled to commence at a later date; 

     

    (ee) The
      Appraisal:
      The
      Mortgage File contains an Appraisal of the related Mortgaged Property which
      (a)
      with respect to First Lien Mortgage Loans, is on appraisal form 1004 or form
      2055 with an interior inspection, or (b) with respect to Seconid Lien Mortgage
      Loans, is on appraisal form 704, 1004, 2065 or 2055, in each case signed prior
      to the approval of the Mortgage Loan application by a Qualified Appraiser and
      the Appraisal and appraiser both satisfy the requirements of Title XI of the
      Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and the
      regulations promulgated thereunder, all as in effect on the date the Mortgage
      Loan was originated, to the extent required in the Underwriting Guidelines
      with
      respect to mortgage loans of the same type as the Mortgage Loan. If an automated
      valuation model (“AVM”) was used in lieu of a full Appraisal in accordance with
      the Underwriting Guidelines, such AVM was prepared by a provider acceptable
      under the Underwriting Guidelines;

     

    (ff) Hazard
      Insurance:
      All
      buildings or other customarily insured improvements on the Mortgaged Property
      are insured by an insurer acceptable to prudent mortgage lending institutions
      against loss by fire and such hazards as are covered under a standard extended
      coverage endorsement and such other hazards as are provided for pursuant to
      insurance policies conforming to Accepted Practices, in an amount which is
      not
      less than the lesser of 100% of the insurable value of the Mortgaged Property
      or
      the outstanding principal balance of the Mortgage Loan (plus, with respect
      to
      any Second Lien Mortgage Loan, the outstanding principal balance of the related
      first lien mortgage loan, if any), but in no event less than the amount
      necessary to avoid the operation of any co-insurance provisions with respect
      to
      the Mortgaged Property. If the Mortgaged Property is a condominium unit, it
      may
      be included under the coverage afforded by a blanket policy for the project.
      If
      the improvements on the Mortgaged Property are in an area identified in the
      Federal Register by the Federal Emergency Management Agency as having special
      flood hazards, then a flood insurance policy meeting the requirements of the
      current guidelines of the Federal Insurance Administration is in effect with
      a
      generally acceptable insurance carrier. Such flood insurance policy is in an
      amount representing coverage not less than the least of (A) the outstanding
      principal balance of the Mortgage Loan, (B) the full insurable value of the
      related Mortgaged Property and (C) the maximum amount of insurance which was
      available under the Flood Disaster Protection Act of 1973, as amended. All
      individual insurance policies contain a standard mortgagee clause naming the
      Seller and its successors and assigns as mortgagee, and all premiums thereon
      have been paid and such policies have not been reduced, terminated or cancelled
      without thirty (30) calendar days’ written notice to the mortgagee. No such
      notice has been received by the Seller. The Mortgage obligates the Mortgagor
      thereunder to maintain all such insurance 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, 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 the
      common facilities of a planned unit development. Each such 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 purchase of the Mortgage Loans as contemplated
      by
      this Agreement. The Seller has not acted or failed to act so as to impair the
      coverage of any such insurance policy or the validity, binding effect and
      enforceability thereof;

     

    (gg) No
      Impairment of Insurance Coverage:
      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 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 any designee of the Seller or
      any
      corporation or other entity which the Seller or any officer, director, or
      employee had a financial interest at the time of placement of such
      insurance;

     

    (hh) Servicemembers
      Civil Relief Act:
      The
      Mortgagor has not notified the Seller, and the Seller has no knowledge of any
      relief requested by or allowed to the Mortgagor under the Servicemembers Civil
      Relief Act, as amended, or any similar state or local laws;

     

    (ii) No
      Construction Loans:
      No
      Mortgage Loan was made in connection with (i) the construction or rehabilitation
      of a Mortgaged Property or (ii) facilitating the trade-in or exchange of a
      Mortgaged Property other than a construction-to-permanent loan which has
      converted to a permanent Mortgage Loan;

     

    (jj) Underwriting:
      Each
      Mortgage Loan was underwritten in accordance with the Underwriting
      Guidelines;

     

    (kk) Mortgage
      Loan Documents:
      The
      Mortgage Note and the Mortgage and all other documents in the related Mortgage
      File, are on Fannie Mae or Freddie Mac uniform instruments modified to reflect
      subprime lending terms or are on forms generally acceptable to subprime mortgage
      lenders;

     

    (ll) No
      Bankruptcy:
      No
      Mortgagor was a debtor in any state or federal bankruptcy or insolvency
      proceeding at the time the Mortgage Loan was originated. Following the date
      of
      origination of the Mortgage Loan, the Mortgagor with respect to the Mortgage
      Loan was not a debtor in any state or federal bankruptcy or insolvency
      proceeding, and the Mortgaged Property has not been subject to any bankruptcy
      or
      foreclosure proceedings;

     

    (mm) Delivery
      of Mortgage Files:
      The
      Mortgage Loan Documents for the related Mortgage Loans have been delivered
      to
      the Custodian, subject to the delivery requirements of this Agreement. The
      Seller is in possession of a complete Mortgage File for each Mortgage Loan,
      except for such documents the originals of which have been delivered to the
      Custodian, and all documents required to be included in the Mortgage File shall
      be complete, executed as required and in compliance with applicable law. With
      respect to each Mortgage Loan for which a lost note affidavit has been delivered
      to the Custodian in place of the original Mortgage Note, the related Mortgage
      Note is no longer in existence, and, if such Mortgage Loan is subsequently
      in
      default, the enforcement of such Mortgage Loan or of the related Mortgage by
      or
      on behalf of the Purchaser will not be affected by the absence of the original
      Mortgage Note;

     

    (nn) Interest
      Calculation:
      Interest on each Mortgage Loan is calculated on the basis of a three hundred
      sixty (360) day year consisting of twelve (12) thirty (30) day months. No
      Mortgage Loan provides for interest payable on a simple interest basis. No
      Mortgage Loan provides for an increase in the related Mortgage Interest Rate
      upon the occurrence of a default under the terms of the related Mortgage
      Note;

     

    (oo) No
      Violation of Environmental Laws:
      On the
      date of origination of such Mortgage Loan, the Mortgaged Property was free
      from
      any and all toxic or hazardous substances and there existed no violation of
      any
      local, state or federal environmental law, rule or regulation. To Seller’s
      knowledge, as of the Closing Date, 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 any Mortgaged Property of which the
      Seller is aware in which compliance with any environmental law, rule or
      regulation is an issue; 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;

     

    (pp) Conversion
      to Fixed Interest Rate:
      No
      Adjustable Rate Mortgage Loan contains a provision permitting or requiring
      conversion to a Fixed Rate Mortgage Loan;

     

    (qq) The
      Mortgagor:
      The
      Mortgagor is one or more natural persons and/or an Illinois land trust or a
      “living trust” and such “living trust” is in compliance with Fannie Mae or
      Freddie Mac guidelines. In the event the Mortgagor is a trust, the trustee
      of
      such trust is a natural person and is a Mortgagor in his or her individual
      capacity;

     

    (rr) Texas
      Mortgage Loans:
      Each
      Mortgage Loan originated in the state of Texas pursuant to Article XVI, Section
      50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been
      originated in compliance with the provisions of Article XVI, Section 50(a)(6)
      of
      the Texas Constitution, Texas Civil Statutes and the Texas Finance Code. With
      respect to any Mortgage Loan which is a Texas Home Equity Loan, any and all
      requirements of Section 50, Article XVI of the Texas Constitution applicable
      to
      Texas Home Equity Loans which were in effect at the time of the origination
      of
      the Mortgage Loan have been complied with. Specifically, without limiting the
      generality of the foregoing, (i) all fees paid by the owner of the Mortgaged
      Property or such owner’s spouse, to any person, that were necessary to
      originate, evaluate, maintain, record, insure or service the Mortgage Loan
      are
      reflected in the closing statement for such Mortgage Loan; (ii) the Mortgage
      Loan was closed only at the office of the mortgage lender, an attorney at law,
      or a title company; (iii) the mortgagee has not been found by a federal
      regulatory agency to have engaged in the practice of refusing to make loans
      because the applicants for the loans reside or the property proposed to secure
      the loans is located in a certain area; (iv)the owner of the Mortgaged Property
      was not required to apply the proceeds of the Mortgage Loan to repay another
      debt except debt secured by the Mortgaged Property or debt to a lender other
      than the mortgagee; (v) the owner of the Mortgaged Property did not sign any
      documents or instruments relating to the Loan in which blanks were left to
      be
      filled in; and (vi) if discussions between the mortgagee and the Mortgagor
      were
      conducted primarily in a language other than English, the mortgagee provided
      to
      the owner of the Mortgaged Property, prior to closing, a copy of the notice
      required by Section 50(g), Article XVI of the Texas Constitution translated
      into
      the written language in which the discussions were conducted. All notices,
      acknowledgments and disclosure statements required by Section 50, Article XVI
      of
      the Texas Constitution applicable to Texas Home Equity Loans are contained
      in
      the Mortgage File for each such Mortgage Loan.

    


    (ss) Homeownership
      and Equity Protection Act; No High Cost Loans:
      No
      Mortgage Loan is (a) covered by the Home Ownership and Equity Protection Act
      of
      1994 as amended (“HOEPA”), (b) a “high cost,” “threshold,” “covered,”
“predatory,” “abusive,” “high risk home” or similarly defined loan, including
      refinance loans, under any other Applicable Law, including any predatory or
      abusive lending laws (or a similarly classified loan using different terminology
      under a law imposing heightened regulatory scrutiny or additional legal
      liability for residential mortgage loans having high interest rates, points
      and/or fees); the Seller has implemented and conducted compliance procedures
      to
      determine if each Mortgage Loan is “high-cost” home loan under the Applicable
      Laws and performed a review of the disclosure provided to the related Mortgagor
      in accordance with such laws and the related Mortgage Note in order to determine
      that such Mortgage Loan, if subject to any such law, does not violate any such
      law or (c) a “High Cost Loan” or “Covered Loan,” as defined in the then current
      Standard & Poor’s LEVELSâ
      Version
      5.6 Glossary Revised, Appendix E. Any breach of this representation shall be
      deemed to materially and adversely affect the interests of the owner of the
      Mortgage Loan and shall require a repurchase of the affected Mortgage
      Loan;

     

    (tt) Due
      on
      Sale:
      The
      Mortgage contains an enforceable provision, to the extent not prohibited by
      applicable law as of the date of such Mortgage, 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;

     

    (uu) Adjustments:
      All of
      the terms of the related Mortgage Note pertaining to interest adjustments,
      payment adjustments and adjustments of the outstanding principal balance, if
      any, are enforceable and such adjustments on such Mortgage Loan have been made
      properly and in accordance with the provisions of such Mortgage
      Loan;

     

    (vv) Leaseholds:
      If the
      Mortgage Loan is secured by a leasehold estate: (A) the Mortgagor is the
      owner of a valid and subsisting leasehold interest under such ground lease;
      (B) such ground lease is in full force and effect, unmodified and not
      supplemented by any writing or otherwise; (C) all rent, additional rent and
      other charges reserved therein have been fully paid to the extent payable as
      of
      the related Closing Date; (D) the Mortgagor enjoys the quiet and peaceful
      possession of the leasehold estate; (E) the Mortgagor is not in default
      under any of the terms of such ground lease, and there are no circumstances
      which, with the passage of time or the giving of notice, or both, would result
      in a default under such ground lease; (F) the lessor under such ground
      lease is not in default under any of the terms or provisions of such ground
      lease on the part of the lessor to be observed or performed; (G) the lessor
      under such ground lease has satisfied any repair or construction obligations
      due
      as of the related Closing Date pursuant to the terms of such ground lease;
      (H) the execution, delivery and performance of the Mortgage do not require
      the consent (other than those consents which have been obtained and are in
      full
      force and effect) under, and will not contravene any provision of or cause
      a
      default under, such ground lease; (I) the term of such lease does not
      terminate earlier than five (5) years after the maturity date of the Mortgage
      Note; (J) the ground lease is assignable or transferable; (K) the ground lease
      does not provide for termination of the lease in the event of lessee’s default
      without the mortgagee being entitled to receive written notice of, and a
      reasonable opportunity to cure the default; (L) the ground lease permits the
      mortgaging of the related Mortgaged Property; (M) the ground lease protects
      the
      mortgagee’s interests in the event of a property condemnation; and (N) the use
      of leasehold estates for residential properties is a widely accepted practice
      in
      the jurisdiction in which the Mortgaged Property is located;

     

    (ww) Compliance
      with Anti-Money Laundering Laws:
      The
      Seller and the related originator have complied with all applicable and
      anti-money laundering laws and regulations, including without limitation the
      relevant provisions of the Bank Secrecy Act as amended by the USA Patriot Act
      of
      2001 and its implementing regulations (collectively, the “Anti-Money Laundering
      Laws”); the Seller and the servicer have (1) developed internal policies,
      procedures and controls reasonably designed to prevent any funds from being
      used
      for money laundering or the financing of terrorist activities; (2) designated
      a
      compliance officer, (3) implemented an ongoing employee training program and
      (4)
      developed an independent audit function to test the compliance program; and
      Seller is in compliance with the implementing regulations promulgated and
      administered by the U.S. Treasury Department’s Office of Foreign Assets Control
      (“OFAC”) and has established an OFAC compliance program. 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;

     

    (xx) Refinanced
      Mortgage Loans:
      No
      Mortgage Loan is a refinanced subsidized mortgage loan that contain terms more
      favorable to the related Mortgagor;

     

    (yy) Prepayment
      Premiums:
      All
      information on the Mortgage Loan Schedule and electronic data file delivered
      to
      the Purchaser regarding the Prepayment Premium is complete and accurate in
      all
      material respects and each Prepayment Premium is permissible and enforceable
      in
      accordance with its terms under applicable law. Where permitted by law,
      Prepayment Premiums on the Mortgage Loans are applicable to prepayments
      resulting from both refinancings and sales of the related Mortgaged Properties
      and the terms of such Prepayment Premiums do not provide for a waiver or release
      (i.e., “holidays”) during the term of the Prepayment Premium. No Mortgage Loan
      provides for the payment of a Prepayment Premium beyond the three-year term
      following the origination of the Mortgage Loan. With respect to any Mortgage
      Loan that contains a provision permitting imposition of a Prepayment Premium:
      (i) prior to the Mortgage Loan’s origination, the Mortgagor agreed to such
      Prepayment Premium in exchange for a monetary benefit, including, but not
      limited to, a rate or fee reduction, (ii) prior to the Mortgage Loan’s
      origination, the Mortgagor was offered the choice of another mortgage product
      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 Seller 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 Monthly Payments;

     

    (zz) 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 to the Purchaser,
      the Seller 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 Loan. The Seller shall hold the Purchaser harmless from any and
      all damages, losses, costs and expenses (including attorney’s fees) arising from
      lawful disclosure of credit information in connection with the Purchaser’s
      secondary marketing operations and the purchase and sale of Mortgage Loans
      or
      servicing rights thereto;

     

    (aaa) No
      Litigation Pending:
      There
      is no action, suit, proceeding or investigation pending, or to the Seller’s
      knowledge threatened, that is related to the Mortgage Loan and likely to affect
      materially and adversely the servicing of such Mortgage Loan;

     

    (bbb) Credit
      Scores:
      Each
      Mortgagor has a non-zero Credit Score and unless otherwise agreed by the
      Purchaser, the Credit Score provided is not a NextGen Credit Score;

     

    (ccc) No
      Arbitration Provisions:
      No
      Mortgagor agreed to submit to arbitration to resolve any dispute arising out
      of
      or relating in any way to the related Mortgage Loan or the origination
      thereof;

     

    (ddd) Second
      Lien Mortgage Loans:
      With
      respect to each Second Lien Mortgage Loan, where required or customary in the
      jurisdiction in which the related Mortgaged Property is located, the original
      lender has filed for record a request for notice of any action by the senior
      lienholder under the related First Lien, and the original lender has notified
      any senior lienholder in writing of the existence of the Second Lien Mortgage
      Loan and requested notification of any action to be taken against the Mortgagor
      by the senior lienholder. With respect to Second Lien Mortgage Loans, either
      (i)
      no consent for the Mortgage Loan is required by the holder of the related First
      Lien or (ii) such consent has been obtained and is contained in the related
      Mortgage File;

     

    (eee) Down
      Payment:
      The
      source of the down payment, if any, with respect to each Mortgage Loan has
      been
      fully verified by the Originator if required pursuant to the Underwriting
      Guidelines;

     

    (fff) No
      Adverse Selection:
      No
      selection procedures were used by the Seller that identified the Mortgage Loans
      as being less desirable or valuable than other comparable mortgage loans in
      the
      Seller’s portfolio;

     

    (ggg) Purchase
      Money Mortgage Loans:
      With
      respect to each purchase money Mortgage Loan, to the extent required by the
      Underwriting Guidelines, the borrower’s assets were verified as part of the
      origination process;

     

    (hhh) Broker
      Fees:
      With
      respect to any broker fees collected and paid on any of the Mortgage Loans,
      all
      broker fees have been properly disclosed and assessed to the Mortgagor and
      no
      claims will arise as to broker fees that are double charged and for which the
      Mortgagor would be entitled to reimbursement;

     

    (iii) Buydown
      Loans:
      The
      Loan does not contain provisions pursuant to which Monthly Payments are paid
      or
      partially paid by any source other than the Mortgagor nor does it contain any
      similar provisions currently in effect which may constitute a “buydown”
provision;

     

    (jjj) Risk
      Sharing Agreements.
      No
      Mortgage Loan is subject to any risk sharing agreement between the Originator
      and any mortgage title insurance Seller;

     

    (kkk)  Cooperative
      Loans.
      With
      respect to a Mortgage Loan that is a Cooperative Loan, the Cooperative Shares
      that are pledged as security for the Mortgage Loan are held by a person as
      a
      tenant-stockholder (as defined in Section 216 of the Code) in a cooperative
      housing corporation (as defined in Section 216 of the Code); 

     

    (lll) Mortgagor
      Acknowledgement.
      The
      Mortgagor has received all disclosure materials required by applicable law
      with
      respect to the making of Adjustable Rate Mortgage Loans and the servicer
      maintains acknowledgments of such disclosure materials in the Mortgage File;
      and


     

    (mmm) Capitalization
      of Interest.
      The
      Mortgage Note does not by its terms provide for the capitalization or
      forbearance of interest; 

     

    (nnn) Arbitration. No
      Mortgagor agreed to submit to arbitration to resolve any dispute arising out
      of
      or relating in any way to the loan transaction and no Mortgage Loan is subject
      to mandatory arbitration;

     

    (ooo) Average
      or Yield Spread Premium Payments.
      The
      Mortgagor has not mad 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;

     

     

    (ppp) Lender-Paid
      Mortgage Insurance Policy.
      No
      Mortgage Loan is subject to a lender-paid mortgage insurance policy;
      and

     

    (qqq) Additional
      Representations:
      Each
      additional representation and warranty contained in the Trade Confirmation
      is
      true and correct.

     

    2. Fannie
      Mae Required Representations and Warranties:

     

    (a) No
      Mortgage Loan is subject to the requirements of the Home Ownership and Equity
      Protection Act of 1994 (“HOEPA”);

     

    (b) 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;

     

    (c) No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the Georgia Fair Lending
      Act, as amended (the “Georgia Act”). No Mortgage Loan subject to the Georgia Act
      and 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;

     

    (d) No
      Mortgage Loan is a “High-Cost Home Loan” as defined in New York Banking Law
      6-1;

     

    (e) No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the Arkansas Home Loan
      Protection Act effective July 16, 2003 (Act 1340 of 2003);

     

    (f) No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the Kentucky high-cost
      home loan statute effective June 24, 2003 (Ky. Rev. Stat. Section
      360.100);

     

    (g) No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
      Ownership Act effective November 27, 2003 (N.J.S.A. 46:10B-22 et
      seq.);

     

    (h) 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.);

     

    (i) 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.);

     

    (j) No
      Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the
      Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
      (Mass. Ann. Laws Ch. 183C);

     

    (k) No
      Mortgage Loan is a “High Cost Home Loan” as defined in the Indiana Home Loan
      Practices Act, effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through
      24-9-9);

     

    (l) No
      Mortgage Loan is a balloon mortgage loan that has an original stated maturity
      of
      less than seven (7) years;

     

    (m) No
      Mortgage Loan that was originated on or after October 31, 2004, is subject
      to
      mandatory arbitration;

     

    (n) No
      borrower 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 borrower 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 borrower may have qualified 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
      borrower’s application to such affiliate for underwriting
      consideration;

     

    (o) The
      methodology used in underwriting the extension of credit for each Mortgage
      Loan
      employs objective mathematical principles which relate the borrower’s income,
      assets and liabilities to the proposed payment and such underwriting methodology
      does not rely on the extent of the borrower’s equity in the collateral as the
      principal determining factor in approving such credit extension. Under such
      underwriting methodology, at the time of origination (application/approval)
      the
      borrower had a reasonable ability to make timely payments on the Mortgage
      Loan;

     

    (p) 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 borrower 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 borrower 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 borrower in the loan documents pursuant to
      applicable state and federal law, (iv) for loans originated on or after October
      1, 2004, the duration of the prepayment period shall not exceed three (3) years
      from the date of the note, unless the loan was modified to reduce the prepayment
      period to no more than three (3) years from the date of the note and the
      borrower was notified in writing of such reduction in prepayment period, and
      (v) notwithstanding any state or federal law to the contrary, the Servicer
      shall not impose such prepayment premium in any instance when the mortgage
      debt
      is accelerated as the result of the borrower’s default in making the loan
      payments;

     

    (q) No
      borrower was required to purchase any single premium credit insurance policy
      (e.g., life, mortgage, disability, accident, unemployment, or health insurance
      product) or debt cancellation agreement as a condition of obtaining the
      extension of credit;

     

    (r) All
      points and fees related to each Mortgage Loan were disclosed in writing to
      the
      borrower in accordance with applicable state and federal law and
      regulation;

     

    (s) 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 Mortgage Loan has been disclosed in writing to the borrower in accordance
      with applicable state and federal law and regulation; and

     

    (t) With
      respect to the Interim Servicing Period the Seller will transmit full-file
      credit reporting data for each Mortgage Loan and that for each Mortgage Loan,
      the Seller agrees it shall report one of the following statuses each month
      as
      follows: new origination, current, delinquent thirty (30), sixty (60), ninety
      (90) days, etc.), foreclosed, or charged-off.

     

    3. Freddie
      Mac Required Representations and Warranties:

     

    (a) HOEPA:
      No
      Mortgage Loan is covered by the Home Ownership and Equity Protection Act of
      1994
      (“HOEPA”);

     

    (b) Mortgage
      Premises Located in Georgia:
      There
      is no Mortgage Loan that was originated on or after October 1, 2002 and before
      March 7, 2003, which is secured by property located in the State of
      Georgia;

     

    (c) Mortgage
      Premises Located in Georgia:
      There
      is no Mortgage Loan that was originated on or after March 7, 2003, which is
      a
“high cost home loan” as defined under the Georgia Fair Lending
      Act;

     

    (d) No
      High Cost Loans:
      No
      Mortgage Loan is a “high cost home,” “covered” (excluding home loans defined as
“covered home loans” in the New Jersey Home Ownership Security Act of 2002 that
      were originated between November 26, 2003 and July 7, 2004), “high risk home” or
“predatory” loan under any applicable state, federal or local law (or a
      similarly classified loan using different terminology under a law imposing
      heightened regulatory scrutiny or additional legal liability for residential
      mortgage loans having high interest rates, points and/or fees);

     

    (e) Credit
      Insurance:
      With
      respect to each Mortgage Loan, no borrower obtained a prepaid single-premium
      credit-life, credit disability, credit unemployment or credit property insurance
      policy In connection with the origination of the mortgage loan;

     

    (f) Prepayment
      Penalties:
      No
      subprime mortgage loan originated on or after October 1, 2002 will impose a
      prepayment premium for a term in excess of three years. Any loans originated
      prior to such date, and any non-subprime loans, will not impose prepayment
      penalties in excess of five years;

     

    (g) Credit
      Reporting
      (past
      practice): The Seller has fully furnished, in accordance with the Fair Credit
      Reporting Act and its implementing regulations, accurate and complete
      information (i.e., favorable and unfavorable) on its borrower credit files
      to
      Equifax, Experian, and Trans Union Credit Information Seller (three of the
      credit repositories), on a monthly basis;

     

    (h) Credit
      Reporting
      (future
      covenant): With respect to the Interim Servicing Period, the Seller will fully
      furnish, in accordance with the Fair Credit Reporting Act and its implementing
      regulations, accurate and complete information (i.e., favorable and unfavorable)
      on its borrower credit files to Equifax, Experian, and Trans Union Credit
      Information Seller (three of the credit repositories), on a monthly
      basis;

     

    (i) Qualified
      Mortgage for REMIC:
      Each
      Mortgage Loan is a “qualified mortgage” under Section 860G(a)(3) of the Code and
      Treasury Regulation Section 1.860G-2(a)(1); and

     

    (j) No
      Arbitration Provision:
      With
      respect to any Mortgage Loan originated on or after August 1, 2004, neither
      the
      related Mortgage nor the related Mortgage Note requires the borrower to submit
      to arbitration to resolve any dispute arising out of or relating in any way
      to
      the mortgage loan transaction.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

 

    


     

    EXHIBIT
      J

     

    


     

    RECONSTITUTION
      OF MORTGAGE LOANS AND 

     

    COMPLIANCE
      WITH REGULATION AB

     

    


     

    Section
      8.01 Certain
      Covenants of the Seller.

     

    The
      Seller shall take reasonable steps to assist the Purchaser, if the Purchaser
      so
      requests by fifteen (15) calendar days’ advance written notice to the Seller, in
      re-selling the Mortgage Loans in a Whole Loan Transfer or Pass-Through Transfer,
      which steps may include, (a) providing any information relating to the Mortgage
      Loans, including the Underwriting Guidelines, reasonably necessary to assist
      in
      the preparation of any disclosure documents, (b) to restate the representations
      and warranties contained or referenced in Section 3.01 hereof as of the closing
      date of such Whole Loan Transfer or Securitization Transaction; provided,
      however, the Seller may qualify and/or modify any such representations or
      warranties to reflect any facts or circumstances arising subsequent to the
      related Closing Date and (c) provide at the request of the Purchaser customary
      indemnifications contained in Securitization Transactions relating to disclosure
      provided by the Seller.

     

    Section
      8.02 Intent
      of the Parties; Reasonableness.

     

    The
      Purchaser and the Seller acknowledge and agree that one of the purposes of
      Article VIII of this Agreement is to facilitate compliance by the Purchaser
      and
      any Depositor with the provisions of Regulation AB and related rules and
      regulations of the Commission. Neither the Purchaser nor any Depositor shall
      exercise its right to request delivery of information or other performance
      under
      these provisions other than in good faith, or for purposes other than compliance
      with the Securities Act, the Exchange Act and the rules and regulations of
      the
      Commission thereunder. The Seller acknowledges that interpretations of the
      requirements of Regulation AB may change over time, whether due to interpretive
      guidance provided by the Commission or its staff, consensus among participants
      in the asset-backed securities markets, advice of counsel, or otherwise, and
      agrees to comply with requests made by the Purchaser or any Depositor in good
      faith for delivery of information under these provisions on the basis of
      evolving interpretations of Regulation AB. In connection with any Securitization
      Transaction, the Seller shall cooperate fully with the Purchaser to deliver
      to
      the Purchaser (including any of its assignees or designees) and any Depositor,
      any and all statements, reports, certifications, records and any other
      information necessary in the good faith determination of the Purchaser or any
      Depositor to permit the Purchaser or such Depositor to comply with the
      provisions of Regulation AB, together with such disclosures relating to the
      Seller any Third-Party Originator and the Mortgage Loans, reasonably believed
      by
      the Purchaser or any Depositor to be necessary in order to effect such
      compliance.

     

    Section
      8.03 Additional
      Representations and Warranties of the Seller.

     

    The
      Seller shall represent to the Purchaser and to any Depositor, as of the date
      on
      which information is first provided to the Purchaser or any Depositor under
      Section 8.04 that, except as disclosed in writing to the Purchaser or such
      Depositor prior to such date:

     

    (a)  there
      are
      no material legal or governmental proceedings pending (or known to be
      contemplated) against the Seller or any Third-Party Originator; and

     

    (b)  there
      are
      no affiliations, relationships or transactions relating to the Seller or any
      Third-Party Originator with respect to any Securitization Transaction and any
      party thereto identified by the related Depositor of a type described in Item
      1119 of Regulation AB.

     

    Section
      8.04 Information
      to Be Provided by the Seller.

     

    In
      connection with any Securitization Transaction the Seller shall (i) within
      five
      (5) Business Days following request by the Purchaser or any Depositor, provide
      to the Purchaser and such Depositor (or, as applicable, cause each Third-Party
      Originator to provide), in writing and in form and substance reasonably
      satisfactory to the Purchaser and such Depositor, the information and materials
      specified in paragraphs (a), (b), (c) and (f) of this Section, and (ii) as
      promptly as practicable following notice to or discovery by the Seller, provide
      to the Purchaser and any Depositor (in writing and in form and substance
      reasonably satisfactory to the Purchaser and such Depositor) the information
      specified in paragraph (d) of this Section.

     

    (a) If
      so
      requested by the Purchaser or any Depositor, the Seller shall provide such
      information regarding (i) the Seller, as originator of the Mortgage Loans
      (including as an acquirer of Mortgage Loans from a Qualified Correspondent)
      and
      (ii) each Third-Party Originator, as is requested for the purpose of compliance
      with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such
      information shall include, at a minimum:

     

                                             
      (i)  the
      originator’s form of organization;

     

    	(ii)  	
            a
              description of the originator’s origination program and how long the
              originator has been engaged in originating residential mortgage loans,
              which description shall include a discussion of the originator’s
              experience in originating mortgage loans of a similar type as the Mortgage
              Loans; information regarding the size and composition of the originator’s
              origination portfolio; and information that may be material, in the
              good
              faith judgment of the Purchaser or any Depositor, to an analysis of
              the
              performance of the Mortgage Loans, including the originators’
              credit-granting or underwriting criteria for mortgage loans of similar
              type(s) as the Mortgage Loans and such other information as the Purchaser
              or any Depositor may reasonably request for the purpose of compliance
              with
              Item 1110(b)(2) of Regulation AB;

          


     

    	(iii)  	
            a
              description of any material legal or governmental proceedings pending
              (or
              known to be contemplated) against the Seller and each Third-Party
              Originator; and

          


     

    	(iv)  	
            a
              description of any affiliation or relationship between the Seller,
              each
              Third-Party Originator and any of the following parties to a
              Securitization Transaction, as such parties are identified to the Seller
              by the Purchaser or any Depositor in writing in advance of such
              Securitization Transaction:

          


     

    (1)  the
      sponsor;

     

    (2)  the
      depositor;

     

    (3)  the
      issuing entity;

     

    (4)  any
      servicer;

     

    (5)  any
      trustee;

     

    (6)  any
      originator;

     

    (7)  any
      significant obligor;

     

    (8)  any
      enhancement or support provider; and

     

    (9)  any
      other
      material transaction party.

     

    (b) If
      so
      requested by the Purchaser or any Depositor, the Seller shall provide (or,
      as
      applicable, cause each Third-Party Originator to provide) Static Pool
      Information with respect to the mortgage loans (of a similar type as the
      Mortgage Loans, as reasonably identified by the Purchaser as provided below)
      originated by (i) the Seller, if the Seller is an originator of Mortgage Loans
      (including as an acquirer of Mortgage Loans from a Qualified Correspondent),
      and/or (ii) each Third-Party Originator. Such Static Pool Information shall
      be
      prepared by the Seller (or Third-Party Originator) on the basis of its
      reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3)
      of Regulation AB. To the extent that there is reasonably available to the Seller
      (or Third-Party Originator) Static Pool Information with respect to more than
      one mortgage loan type, the Purchaser or any Depositor shall be entitled to
      specify whether some or all of such information shall be provided pursuant
      to
      this paragraph. The content of such Static Pool Information may be in the form
      customarily provided by the Seller, and need not be customized for the Purchaser
      or any Depositor. Such Static Pool Information for each vintage origination
      year
      or prior securitized pool, as applicable, shall be presented in increments
      no
      less frequently than quarterly over the life of the mortgage loans included
      in
      the vintage origination year or prior securitized pool. The most recent periodic
      increment must be as of a date no later than one hundred thirty five (135)
      calendar days prior to the date of the prospectus or other offering document
      in
      which the Static Pool Information is to be included or incorporated by
      reference. The Static Pool Information shall be provided in an electronic format
      that provides a permanent record of the information provided, such as a portable
      document format (pdf) file, or other such electronic format reasonably required
      by the Purchaser or the Depositor, as applicable.

     

    (c)  If
      so
      requested by the Purchaser or any Depositor, the Seller shall provide (or,
      as
      applicable, cause each Third-Party Originator to provide), at the expense of
      the
      requesting party (to the extent of any additional incremental expense associated
      with delivery pursuant to this Agreement), such statements and agreed-upon
      procedures letters of certified public accountants reasonably acceptable to
      the
      Purchaser or Depositor, as applicable, pertaining to Static Pool Information
      relating to prior securitized pools for securitizations closed on or after
      January 1, 2006 or, in the case of Static Pool Information with respect to
      the
      Seller’s or Third-Party Originator’s originations or purchases, to calendar
      months commencing January 1, 2006, as the Purchaser or such Depositor shall
      reasonably request. Such statements and letters shall be addressed to and be
      for
      the benefit of such parties as the Purchaser or such Depositor shall designate,
      which may include, by way of example, any Sponsor, any Depositor and any broker
      dealer acting as underwriter, placement agent or initial purchaser with respect
      to a Securitization Transaction. Any such statement or letter may take the
      form
      of a standard, generally applicable document accompanied by a reliance letter
      authorizing reliance by the addressees designated by the Purchaser or such
      Depositor.

     

    (d)  If
      so
      requested by the Purchaser or any Depositor, the Seller shall provide such
      information reasonably available to the Seller regarding the performance of
      the
      Mortgage Loans as is reasonably required to facilitate preparation of
      distribution reports in accordance with Item 1121 of Regulation AB.

     

    Section
      8.05 Indemnification:
      Remedies.

     

    The
      Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and
      each
      of the following parties participating in a Securitization Transaction: each
      sponsor and issuing entity; each Person responsible for the preparation,
      execution or filing of any report required to be filed with the Commission
      with
      respect to such Securitization Transaction, or for execution of a certification
      pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect
      to such Securitization Transaction; each broker dealer acting as underwriter,
      placement agent or initial purchaser, each Person who controls any of such
      parties or the Depositor (within the meaning of Section 15 of the Securities
      Act
      and Section 20 of the Exchange Act); and the respective present and former
      directors, officers, employees and agents of each of the foregoing and of the
      Depositor, and shall hold each of them harmless from and against any losses,
      damages, penalties, fines, forfeitures, legal fees and expenses and related
      costs, judgments, and any other costs, fees and expenses that any of them may
      sustain arising out of or based upon:

     

    (i)  (A)
      any
      untrue statement of a material fact contained or alleged to be contained in
      any
      information, report, certification, accountants’ letter or other material
      provided under this Article VIII by or on behalf of the Seller, or provided
      under this Article VIII by or on behalf of any Third-Party Originator
      (collectively, the “Seller Information”), or (B) the omission or alleged
      omission to state in the Seller Information a material fact required to be
      stated in the Seller Information or necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading; provided, by way of clarification, that clause (B) of this paragraph
      shall be construed solely by reference to the Seller Information and not to
      any
      other information communicated in connection with a sale or purchase of
      securities, without regard to whether the Seller Information or any portion
      thereof is presented together with or separately from such other
      information;

     

    (ii)  any
      failure by the Seller or any Third-Party Originator to deliver any information,
      report, certification, accountants’ letter or other material when and as
      required under this Article VIII; or

     

    (iii)  any
      breach by the Seller of a representation or warranty set forth in Section 8.03,
      to the extent that such breach is not cured by such closing date.

     

    In
      the
      case of any failure of performance described in clause (ii) of this Section,
      the
      Seller shall promptly reimburse the Purchaser or any Depositor, as applicable,
      for all costs reasonably incurred by each such party in order to obtain the
      information, report, certification, accountants’ letter or other material not
      delivered as required by the Seller or any Third-Party Originator.

     

    Section
      8.06 Information
      to Be Provided by the Purchaser.
      The
      Purchaser shall provide customary performance data with respect to the Mortgage
      Loans to the Seller in a manner mutually acceptable to the Purchaser and the
      Seller.

     

    


     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      K

     

    SERVICING
      TRANSFER PROCEDURES

     

    A. Prior
      to
      each Servicing Transfer Date:

     

    1. The
      Seller or the prior servicer shall inform all hazard, flood, earthquake, private
      mortgage and any other insurance companies and/or their agents providing
      insurance with respect to any Mortgage Loan of the transfer and request a change
      in the loss payee mortgage endorsement clause to the Successor Servicer’s name.
      With respect to each Mortgage Loan which is covered by a force placed insurance
      policy, the Seller or the prior servicer shall cause such policy to be canceled
      as of the Servicing Transfer Date and the Successor Servicer shall cause such
      insurance to be provided by its force placed carrier as of such Servicing
      Transfer Date. On the Servicing Transfer Date, the Seller or the prior servicer
      shall provide to the Successor Servicer a list of all Mortgage Loans covered
      by
      force placed insurance that will be canceled in connection with the transfer
      of
      the related Servicing Rights to the Successor Servicer. The Seller or the prior
      servicer shall deliver all force placed cancellation refunds via wire or check
      with applicable loan level detail within five (5) Business Days after the
      Servicing Transfer Date.

     

    2. The
      Seller or the prior servicer shall transfer all transferable life-of-loan real
      estate tax service contracts on the Mortgage Loans to the extent such contracts
      are in place, and
      shall
      assign and transfer all such contracts to the Successor Servicer at no expense
      to the Successor Servicer. In the event that a Mortgage Loan is not subject
      to a
      fully assignable life of loan tax service contract issued by a nationally
      recognized tax service contract provider which is assignable to the Successor
      Servicer or any subsequent Successor Servicer without the payment of any cost
      or
      fee, the Successor Servicer shall acquire a tax service contract for any such
      Mortgage Loan and shall be entitled to reimbursement from the Seller for the
      cost thereof. The Seller also agrees to reimburse the Successor Servicer for
      its
      actual cost in obtaining life of loan flood zone determination tracking from
      First American Flood Data Services or any other similar company offering life
      of
      loan flood zone determination tracking services with respect to Mortgage Loans
      transferred to the Servicing Portfolio without such tracking service. The
      Successor Servicer shall obtain, at the Seller’s expense, tax reports for all
      Mortgage Loans as of the Servicing Transfer Date.

     

    3. The
      Seller shall, no later than fifteen (15) days prior to the Servicing Transfer
      Date, cause the prior servicer to inform all Mortgagors of the change in
      servicer from the Seller (or its designee) to the Successor Servicer by written
      notice in accordance with applicable law; provided, however, the content and
      format of such letters shall have the prior approval of the Successor Servicer.
      The Seller or the prior servicer shall promptly provide the Successor Servicer
      with copies of all such notices.

     

    4. The
      Seller or the prior servicer shall pay all private mortgage insurance premiums
      and all hazard, flood, earthquake and other insurance premiums for insurance
      covering any of the Mortgage Loans, and real estate taxes for which bills have
      been received by the Seller or the prior servicer prior to the Servicing
      Transfer Date, on all Mortgage Loans with impound/escrow accounts, to the extent
      such premiums or taxes would be delinquent if unpaid within thirty (30) days
      after the Servicing Transfer Date. The Seller or the prior servicer will send
      to
      the Successor Servicer, and the Servicer will pay, any bills received by the
      Seller or the prior servicer on or after the Servicing Transfer Date, and any
      such bills received by the Seller or the prior servicer prior to the Servicing
      Transfer Date, which the Seller or the prior servicer is not required to pay
      pursuant to this subparagraph.

     

    5. The
      Seller or the prior servicer shall deliver to the Successor Servicer available
      computer or like records of the Seller and the prior servicer which contain
      each
      item of information specified in Exhibit A to the Agreement and reflect the
      status of payments, balances and other pertinent information on the Mortgage
      Loans as of the Servicing Transfer Date (such information shall include, but
      not
      be limited to, comprehensive tax and insurance information for each Mortgage
      Loan, identifying payee, payee address, next payment due date, next amount
      payable, policy number/parcel number). Such records shall include magnetic
      tapes, if available, reflecting all computer files maintained by the Seller
      and
      the prior servicer with respect to the Mortgage Loans, shall include hard copy
      trial balance reports and schedules if requested and, as reasonably required
      by
      the Successor Servicer, shall be in a format and storage medium acceptable
      for
      conversion to the Successor Servicer’s servicing computer system, and shall be
      delivered within one (1) Business Day prior to the Servicing Transfer
      Date.

     

    6. The
      Seller shall deliver a hard copy of the Servicing File for each Mortgage Loan,
      including copies of pertinent credit files held by the prior servicer within
      five (5) Business Days after the Servicing Transfer Date. In addition, upon
      the
      Successor Servicer’s reasonable request, the Seller or the prior servicer shall
      assist the Successor Servicer in all reasonable respects in the Successor
      Servicer’s efforts to obtain any additional documents or information necessary
      to enable the Successor Servicer to service the Mortgage Loans properly. If
      a
      document deficiency has not been cured in a timely manner and is preventing
      the
      proper servicing of a Mortgage Loan, upon the Seller’s request, the Successor
      Servicer may cure such deficiencies and shall be reimbursed by the Seller for
      costs incurred in connection therewith, which reimbursement may be netted by
      the
      Successor Servicer from its remittance to the Seller.

     

    7. With
      respect to Mortgage Loans for which the Mortgagor is in bankruptcy, the Seller
      or the prior servicer shall provide the Successor Servicer with the following
      information to the extent available: attorney name, address and phone number,
      foreclosure status, bankruptcy status and bankruptcy case number, filing date
      and chapter. In addition, the Seller or the prior servicer shall notify the
      bankruptcy trustee with respect to each related Mortgage Loan of the change
      in
      servicer from the prior servicer to the Successor Servicer and shall provide
      the
      Successor Servicer with copies of such notices.

     

    B. After
      each Servicing Transfer Date:

     

    1. Within
      five (5) Business Days after the Servicing Transfer Date, the Seller or the
      prior servicer will deliver to the Successor Servicer reports setting forth
      all
      Mortgage Loan escrow/impound balances as of the Servicing Transfer Date,
      reporting all unposted payments and unearned fees which are deemed collected
      as
      of the Servicing Transfer Date, and including a reconciliation of such
      escrow/impound balances.

     

    2. Within
      five (5) Business Days after the Servicing Transfer Date, the Seller or the
      prior servicer will deliver to the Successor Servicer all Mortgage Loan
      histories in bulk or electronically from origination to the Servicing Transfer
      Date to the extent available. In addition, the Seller shall cause the prior
      servicer to make Mortgage Loan histories available to the related Mortgagors
      upon request made during the twelve (12) months following the Servicing Transfer
      Date to the extent available.

     

    3. The
      Seller or the prior servicer shall deliver to the Successor Servicer any
      correspondence received by the Seller or the prior servicer relating to the
      Mortgage Loans after the Servicing Transfer Date, such as tax bills, insurance
      bills, borrower letters and the like. Such items shall be forwarded to the
      Successor Servicer within one (1) Business Day following the day on which the
      correspondence is received by the Seller or the prior servicer, or as soon
      thereafter as is practicable. The correspondence shall be forwarded to the
      Successor Servicer via overnight courier for the first sixty (60) days
      subsequent to the Servicing Transfer Date and via regular mail
      thereafter.

     

    4. The
      Seller or the prior servicer shall deliver to the Successor Servicer any
      payments on the Mortgage Loans received by the Seller or the prior servicer
      from
      the related Mortgagors for a period of sixty (60) days following the Servicing
      Transfer Date. The Seller shall forward or cause the prior servicer to forward
      any such payment to the Successor Servicer within one (1) Business Days after
      the Seller’s or the prior servicer’s receipt thereof, or as soon thereafter as
      is practicable. Such payments shall be forwarded to the Successor Servicer
      via
      overnight courier for the first thirty (30) days subsequent to the Servicing
      Transfer Date and via regular mail for the following thirty (30) days.
      Thereafter, the Seller may return or cause the prior servicer to return to
      the
      related Mortgagors any payments on the Mortgage Loans received by the Seller
      or
      prior servicer.

     

    5. The
      Seller will reimburse the Successor
      Servicer
      for any outstanding Servicing Advances for which there are insufficient proceeds
      in the Custodial Account and will reimburse the Successor
      Servicer
      for trailing expenses incurred by a prior servicer prior to but invoiced after
      the Transfer Date within ten (10) Business Days of notification of such trailing
      expenses. The Seller shall reimburse the Successor
      Servicer
      for trailing expenses incurred by the Successor
      Servicer
      prior to but invoiced after the date of termination, replacement or resignation
      of the Successor
      Servicer
      or the date of transfer of servicing to a successor Servicer, upon presentation
      of invoices or other reasonable documentation of such expenses, such
      reimbursement to be made within 10 Business Days of presentation of such
      documentation.

     

    6. The
      Seller or the prior servicer shall prepare and send Internal Revenue Service
      Form 1098 and 1099 forms to all Mortgagors for the period from January 1 of
      the
      year in which the Servicing Transfer Date occurs through the Servicing Transfer
      Date.

     

    7. No
      later
      than five (5) Business Days after the Servicing Transfer Date, the Seller or
      the
      prior servicer shall deliver to the Successor Servicer, copies of all cut-off
      or
      accounting reports relating to the Mortgage Loans as of the Servicing Transfer
      Date, including a trial balance and reports of collections, delinquencies,
      prepayments, curtailments, escrow payments, escrow balances, partial payments,
      partial payment balances and other like information on the Mortgage
      Loans.

     

    8. Seller
      or
      the prior servicer shall mail year-end statements reporting interest income
      and
      interest expense statements to the Mortgagors for the period from January 1
      of
      the year in which the Servicing Transfer Date occurs through the Servicing
      Transfer Date.

     

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      E

     

    REQUEST
      FOR RELEASE OF DOCUMENTS

    


    See
      Exhibit 3 to the Custodial Agreement


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      F-1

     

    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    [Date]

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

     

    
      	 	
              Re:

            	
              MASTR
                Asset Backed Securities Trust, Series 2006-AM1, 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. as Depositor, Wells Fargo
      Bank,
      N.A. as Master Servicer and Trust Administrator and U.S. Bank National
      Association as Trustee (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

     

    
      	 	
              Re:

            	
              MASTR
                Asset Backed Securities Trust, Series 2006-AM1, 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. as
      Depositor, Wells Fargo Bank, N.A. as Master Servicer and Trust Administrator
      and
      U.S. Bank National Association as Trustee, 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:

     

    
      

        

        
          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.

        

      

    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

 

    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

    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    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      )

     

    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 ______________, the
      record owner of MASTR Asset Backed Securities Trust, Series 2006-AM1, Mortgage
      Pass-Through Certificates, Class [R][R-X] Certificates, (the “Residual
      Certificates”), on behalf of whom I make this affidavit and agreement.
      Capitalized terms used but not defined herein have the respective meanings
      assigned thereto in the Pooling and Servicing Agreement pursuant to which the
      Residual Certificates were issued.

     

    2. The
      Owner
      (i) is and will be a “Permitted Transferee” as of ____________, 20__ and (ii) is
      acquiring the Residual Certificates for its own account or for the account
      of
      another Owner from which it has received an affidavit in substantially the
      same
      form as this affidavit. A “Permitted Transferee” is any person other than a
“disqualified organization” or a possession of the United States. For this
      purpose, a “disqualified organization” means the United States, any state or
      political subdivision thereof, any agency or instrumentality of any of the
      foregoing (other than an instrumentality all of the activities of which are
      subject to tax and, except for the Federal Home Loan Mortgage Corporation,
      a
      majority of whose board of directors is not selected by any such governmental
      entity) or any foreign government, international organization or any agency
      or
      instrumentality of such foreign government or organization, any rural electric
      or telephone cooperative, or any organization (other than certain farmers’
cooperatives) that is generally exempt from federal income tax unless such
      organization is subject to the tax on unrelated business taxable
      income.

     

    3. The
      Owner
      is aware (i) of the tax that would be imposed on transfers of the Residual
      Certificates to disqualified organizations under the Internal Revenue Code
      of
      1986 that applies to all transfers of the Residual Certificates after March
      31,
      1988; (ii) that such tax would be on the transferor or, if such transfer is
      through an agent (which person includes a broker, nominee or middleman) for
      a
      non-Permitted Transferee, on the agent; (iii) that the person otherwise liable
      for the tax shall be relieved of liability for the tax if the transferee
      furnishes to such person an affidavit that the transferee is a Permitted
      Transferee and, at the time of transfer, such person does not have actual
      knowledge that the affidavit is false; and (iv) that each of the Residual
      Certificates may be a “noneconomic residual interest” within the meaning of
      proposed Treasury regulations promulgated under 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 is to impede the assessment or collection of tax.

     

    4. The
      Owner
      is aware of the tax imposed on a “pass-through entity” holding the Residual
      Certificates if, at any time during the taxable year of the pass-through entity,
      a non-Permitted Transferee is the record holder of an interest in such entity.
      (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.)

     

    5. The
      Owner
      is aware that the Trust Administrator will not register the transfer of any
      Residual Certificate unless the transferee, or the transferee’s agent, delivers
      to the Trust Administrator, among other things, an affidavit in substantially
      the same form as this affidavit. The Owner expressly agrees that it will not
      consummate any such transfer if it knows or believes that any of the
      representations contained in such affidavit and agreement are
      false.

     

    6.
       The
      Owner
      consents to any additional restrictions or arrangements that shall be deemed
      necessary upon advice of counsel to constitute a reasonable arrangement to
      ensure that the Residual Certificates will only be owned, directly or
      indirectly, by an Owner that is a Permitted Transferee.

     

    7.
       The
      Owner’s taxpayer identification number is _________________.

     

    8.
       The
      Owner
      has reviewed the restrictions set forth on the face of the Residual Certificates
      and the provisions of Section 5.02(d) of the Pooling and Servicing Agreement
      under which the Residual Certificates were issued (in particular, clauses
      (iii)(A) and (iii)(B) of Section 5.02(d) which authorize the Trust Administrator
      to deliver payments to a person other than the Owner and negotiate a mandatory
      sale by the Trust Administrator in the event that the Owner holds such
      Certificate in violation of Section 5.02(d)); and that the Owner expressly
      agrees to be bound by and to comply with such restrictions and
      provisions.

     

    9.
       The
      Owner
      is not acquiring and will not transfer the Residual Certificates in order to
      impede the assessment or collection of any tax.

     

    10.
       The
      Owner
      anticipates that it will, so long as it holds the Residual Certificates, have
      sufficient assets to pay any taxes owed by the holder of such Residual
      Certificates, and hereby represents to and for the benefit of the person from
      whom it acquired the Residual Certificates that the Owner intends to pay taxes
      associated with holding such Residual Certificates as they become due, fully
      understanding that it may incur tax liabilities in excess of any cash flows
      generated by the Residual Certificates.

     

    11.
       The
      Owner
      has no present knowledge that it may become insolvent or subject to a bankruptcy
      proceeding for so long as it holds the Residual Certificates.

     

    12.
       The
      Owner
      has no present knowledge or expectation that it will be unable to pay any United
      States taxes owed by it so long as any of the Certificates remain
      outstanding.

     

    13.
       The
      Owner
      is not acquiring the Residual Certificates with the intent to transfer the
      Residual Certificates to any person or entity that will not have sufficient
      assets to pay any taxes owed by the holder of such Residual Certificates, or
      that may become insolvent or subject to a bankruptcy proceeding, for so long
      as
      the Residual Certificates remain outstanding.

     

    14.
       The
      Owner
      will, in connection with any transfer that it makes of the Residual
      Certificates, obtain from its transferee the representations required by Section
      5.02(d) of the Pooling and Servicing Agreement under which the Residual
      Certificate were issued and will not consummate any such transfer if it knows,
      or knows facts that should lead it to believe, that any such representations
      are
      false.

     

    15.
       The
      Owner
      will, in connection with any transfer that it makes of the Residual
      Certificates, deliver to the Trust Administrator an affidavit, which represents
      and warrants that it is not transferring the Residual Certificates to impede
      the
      assessment or collection of any tax and that it has no actual knowledge that
      the
      proposed transferee: (i) has insufficient assets to pay any taxes owed by such
      transferee as holder of the Residual Certificates; (ii) may become insolvent
      or
      subject to a bankruptcy proceeding for so long as the Residual Certificates
      remains outstanding; and (iii) is not a “Permitted Transferee”.

     

    16.
       The
      Owner
      is 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
      or
      any political subdivision thereof, or an estate or trust whose income from
      sources without the United States may be included in gross income for United
      States federal income tax purposes regardless of its connection with the conduct
      of a trade or business within the United States.

     

    17.
       The
      Owner
      of the Residual Certificate, hereby agrees that in the event that the Trust
      Fund
      created by the Pooling and Servicing Agreement is terminated pursuant to Section
      9.01 thereof, the undersigned shall assign and transfer to the Holders of the
      Class CE Certificates (with respect to a termination of REMIC I) any amounts
      in
      excess of par received in connection with such termination. Accordingly, in
      the
      event of such termination, the Trust Administrator is hereby authorized to
      withhold any such amounts in excess of par and to pay such amounts directly
      to
      the Holders of the Class CE Certificates. This agreement shall bind and be
      enforceable against any successor, transferee or assigned of the undersigned
      in
      the Residual Certificate. In connection with any transfer of the Residual
      Certificate, the Owner shall obtain an agreement substantially similar to this
      clause from any subsequent owner.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    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:

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    FORM
      OF TRANSFEROR AFFIDAVIT

     

    STATE
      OF
      NEW YORK      )

     

    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.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    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

     

    _____________,
      20__

     

    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,
      MD 21045

     

    


    
      	 	
              Re:

            	
              MASTR
                Asset Backed Securities Trust, Series 2006-AM1, 
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-AM1, Mortgage Pass-Through Certificates,
      Class [CE] [P] [R](the “Certificates”), issued pursuant to a Pooling and
      Servicing Agreement (the “Pooling and Servicing Agreement”) dated as of February
      1, 2006, among Mortgage Asset Securitization Transactions, Inc. as depositor
      (the “Depositor”), Wells Fargo Bank, N.A. as Master Servicer and the Trust
      Administrator (the “Master Servicer” and the “Trust Administrator”) and U.S.
      Bank National Association as trustee (the “Trustee”). 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

     

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    

     



    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 ____________ corporation  pursuant
      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
      [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 in all material
      respects; 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 party: Ocwen Loan Servicing, LLC.


    


    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:
       MASTR
      Asset Backed Securities Trust 2006-AM1

     

    [Ocwen
      Loan Servicing, LLC.], as Servicer hereby certifies to the Master Servicer
      that:

     

    1. Based
      on
      my knowledge, the information in the Annual
      Statement of Compliance, the Attestation Report, the Assessment of
      Compliance
      and all
      servicing reports, officer’s certificates and other information relating to the
      servicing of the Mortgage Loans submitted to the Master Servicer 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 light of the
      circumstances under which such statements were made, not misleading as of the
      date of this certification;

     

    2.
      Based
      on my knowledge, the servicing information required to be provided to the Master
      Servicer by the Servicer under the Pooling and Servicing Agreement has been
      provided to the Master Servicer;

     

    3.
      I am
      responsible for reviewing the activities performed by the Servicer under the
      Pooling and Servicing Agreement and based upon the review required by the
      Pooling and Servicing Agreement, and except as disclosed in the Annual Statement
      of Compliance, the Attestation Report and the Assessment of Compliance submitted
      to the Master Servicer, the Servicer has, as of the date of this certification
      fulfilled its obligations under the Pooling and Servicing Agreement in all
      material respects; and

     

    4.
       I
      have
      disclosed to the Master Servicer all significant deficiencies relating to
      the

    Servicer’s
      compliance with the Servicing Criteria as set forth in the Pooling and Servicing
      Agreement in all material respects.

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Pooling and Servicing Agreement, dated February 1, 2006, among Mortgage Asset
      Transactions, Inc. as depositor, Ocwen Loan Servicing, LLC as servicer, Wells
      Fargo Bank, N.A. as master servicer and trust administrator and U.S. Bank
      National Association as trustee.


    OCWEN
      LOAN SERVICING, LLC
      as
      Servicer

     

    By:_________________________________

    Name:

    Title:

    Date:

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      K

     

    ANNUAL
      STATEMENT OF COMPLIANCE PURSUANT TO SECTION 3.20

     

    MASTR
      Asset Backed Securities Trust 2006-AM1

    MORTGAGE
      PASS THROUGH CERTIFICATES, SERIES 2006-AM1

     

    I,
      _____________________, hereby certify that I am a duly appointed
      __________________________ of Wells Fargo Bank, N.A. (the “Master Servicer”),
      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 and U.S. Bank National Association, as
      trustee.

     

    2. The
      undersigned officer of the Servicer hereby certifies that (i) a review of the
      activities of the Servicer during the preceding calendar year and of performance
      under this Agreement has been made under such officers’ supervision and (ii) to
      the best of such officers’ 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.

     

    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 Master Servicer,
      hereby certify that _________________ is a duly elected, qualified, and acting
      _______________________ of the Master 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
      L

    


    FORM
      OF
      CAP CONTRACT

	   
 


    BEAR
      STEARNS FINANCIAL PRODUCTS INC.

    383
      MADISON AVENUE

    NEW
      YORK,
      NEW YORK 10179

    212-272-4009

    


    


    


    
      	
              DATE:

            	
              February
                27, 2006

            
	 	 
	
              TO:

            	
              Wells
                Fargo Bank, N.A., not individually, but solely as Supplemental Interest
                Trust Trustee for the Supplemental Interest Trust with respect to
                the
                MASTR Asset Backed Securities Trust 2006-AM1, Mortgage Pass-Through
                Certificates, Series 2006-AM1

            
	
              ATTENTION:

            	
              Client
                Manager - MABS 2006-AM1

            
	
              TELEPHONE:

            	
              410-884-2000

            
	
              FACSIMILE:

            	
              410-715-2380

            
	 	 
	
              FROM:

            	
              Derivatives
                Documentation

            
	
              TELEPHONE:

            	
              212-272-2711

            
	
              FACSIMILE:

            	
              212-272-9857

            
	 	 
	
              SUBJECT:

            	
              Fixed
                Income Derivatives Confirmation and Agreement

            
	 	 
	
              REFERENCE
                NUMBER:

            	
              FXNEC7892

            
	 	 


    

    


    The
      purpose of this letter agreement ("Agreement") is to confirm the terms and
      conditions of the current Transaction entered into on the Trade Date specified
      below (the "Current Transaction") between Bear Stearns Financial Products Inc.
      ("BSFP") and Wells Fargo Bank, N.A., not individually, but solely as
      Supplemental Interest Trust Trustee for the Supplemental Interest Trust with
      respect to the MASTR Asset Backed Securities Trust 2006-AM1, Mortgage
      Pass-Through Certificates, Series 2006-AM1 ("Counterparty") under the Pooling
      and Servicing Agreement, dated as of February 1, 2006 among Wells Fargo Bank,
      N.A., as Master Servicer and Trust Administrator, Mortgage Asset Securitization
      Transactions, Inc., as Depositor, Ocwen Loan Servicing, LLC, as Servicer and
      U.S. Bank National Association, as Trustee (the “Trustee”) (the “Pooling and
      Servicing Agreement”). This letter agreement constitutes the sole and complete
      "Confirmation," as referred to in the "ISDA Form Master Agreement" (as defined
      below), as well as a “Schedule” as referred to in the ISDA Form Master
      Agreement.

    


    
      	
              1.

            	
              This
                Agreement is subject to the 2000
                ISDA Definitions (the
                “Definitions”), as published by the International Swaps and Derivatives
                Association, Inc. (“ISDA”). You and we have agreed to enter into this
                Agreement in lieu of negotiating a Schedule to the 1992 ISDA Master
                Agreement (Multicurrency—Cross Border) form (the "ISDA Form Master
                Agreement") but, rather, an ISDA Form Master Agreement shall be deemed
                to
                have been executed by you and us on the date we entered into the
                Transaction. In the event of any inconsistency between the provisions
                of
                this Agreement and the Definitions or the ISDA Form Master Agreement,
                this
                Agreement shall prevail for purposes of the Transaction. Terms capitalized
                but not defined herein shall have the meanings attributed to them
                in the
                Pooling and Servicing Agreement.

            


    

    


    
      	
              2.

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

            


    

    


    
      	 	
              Type
                of Transaction:

            	
              Rate
                Cap

            
	 	
              Notional
                Amount:

            	
              With
                respect to any Calculation Period, the amount set forth for such
                period in
                Schedule I attached hereto.

            
	 	
              Trade
                Date:

            	
              February
                16, 2006

            
	 	
              Effective
                Date:

            	
              December
                25, 2006

            
	 	
              Termination
                Date:

            	
              January
                25, 2012, subject to adjustment in accordance with the Business Day
                Convention.

            
	 	
              Fixed
                Amount (Premium):

            	 
	 	
              Fixed
                Rate Payer:

            	
              Counterparty

            
	 	
              Fixed
                Rate Payer Payment Date:

            	
              February
                27, 2006

               

            
	 	
              Fixed
                Amount:

            	
              USD
                454,000

            
	 	
              Floating
                Amounts:

            	 
	 	
              Floating
                Rate Payer:

            	
              BSFP

            
	 	
              Cap
                Rate:

            	
              With
                respect to any Calculation Period, the rate set forth for such period
                in
                Schedule I attached hereto.

            
	 	
              Floating
                Rate Payer Period End Dates:

            	
              The
                25th
                calendar day of each month during
                the Term
                of this Transaction, commencing January 25, 2007, and ending on the
                Termination Date, subject to adjustment in accordance with the Business
                Day Convention.

            
	 	
              Floating
                Rate Payer Payment Dates:

            	
              Early
                Payment shall be applicable. The Fixed Rate Payer Payment Date shall
                be
                two Business Days prior to each Fixed Rate Payer Period End
                Date.

            
	 	
              Floating
                Rate Option:

            	
              USD-LIBOR-BBA,
                provided, however, that if the Floating Rate Option for any Calculation
                Period is greater than the
                Ceiling Rate (as set forth in Schedule I attached hereto)
                then the Floating Rate Option for such Calculation Period shall be
                deemed
                to be the
                Ceiling Rate.

            
	 	
              Floating
                Amount:

            	
              To
                be determined in accordance with the following Formula:

            
	 	 	
              250*Floating
                Rate Option*Notional Amount*Floating Rate Day Count
                Fraction

            
	 	
              Designated
                Maturity:

            	
              One
                month

            
	 	
              Floating
                Rate Day Count Fraction:

            	
              Actual/360

            
	 	
              Reset
                Dates:

            	
              The
                first day of each Calculation Period.

            
	 	
              Compounding:

            	
              Inapplicable

            
	 	
              Business
                Days:

            	
              New
                York

            
	 	
              Business
                Day Convention:

            	
              Following

            


    

    


    
      	
              3.

            	
              Additional
                Provisions:

            	
              Each
                party hereto is hereby advised and acknowledges that the other party
                has
                engaged in (or refrained from engaging in) substantial financial
                transactions and has taken (or refrained from taking) other material
                actions in reliance upon the entry by the parties into the Transaction
                being entered into on the terms and conditions set forth herein and
                in the
                Confirmation relating to such Transaction, as applicable. This paragraph
                shall be deemed repeated on the trade date of each
                Transaction.

            


    

    


    
      	
              4.

            	
              Provisions
                Deemed Incorporated in a Schedule to the ISDA Form Master
                Agreement:

            


    

     

    
      
        	
                1)

              	
                The
                  parties agree that subparagraph (ii) of Section 2(c) of the ISDA
                  Form
                  Master Agreement will apply to any Transaction.

              
	
                2)

              	
                Termination
                  Provisions.
                  Notwithstanding the provisions of paragraph 9 below, for purposes
                  of the
                  ISDA Form Master Agreement:

              


      

    

     

    
      
        	
                (a)

              	
                "Specified
                  Entity" is not applicable to BSFP or Counterparty for any purpose.
                  

              
	 	 
	
                (b)

              	
                “Breach
                  of Agreement” provision of Section 5(a)(ii) will not apply to BSFP or
                  Counterparty.

              
	 	 
	
                (c)

              	
                “Credit
                  Support Default” provisions of Section 5(a)(iii) will not apply to
                  Counterparty and will not apply to BSFP unless BSFP has obtained
                  a
                  guarantee or posted collateral pursuant to paragraph 16
                  below.

              
	 	 
	
                (d)

              	
                “Misrepresentation”
                  provisions or Section 5(a)(iv) will not apply to BSFP or
                  Counterparty.

              
	 	 
	
                (e)

              	
                "Specified
                  Transaction" is not applicable to BSFP or Counterparty for any
                  purpose,
                  and, accordingly, Section 5(a)(v) shall not apply to BSFP or
                  Counterparty.

              
	 	 
	
                (f)

              	
                The
                  "Cross Default" provisions of Section 5(a)(vi) will not apply to
                  BSFP or
                  to Counterparty. 

              
	 	 
	
                (g)

              	
                The
                  "Credit Event Upon Merger" provisions of Section 5(b)(iv) will
                  not apply
                  to BSFP or Counterparty.

              
	 	 
	
                (h)

              	
                The
                  “Bankruptcy” provision of Section 5(a)(vii)(2) will be inapplicable to
                  Counterparty.

              
	 	 
	
                (i)

              	
                The
                  "Automatic Early Termination" provision of Section 6(a) will not
                  apply to
                  BSFP or to Counterparty.

              
	 	 
	
                (j)

              	
                Payments
                  on Early Termination. For the purpose of Section
                  6(e):

              


      

      


      
        	 	
                (i)

              	
                Market
                  Quotation will apply.

              
	 	 	 
	 	
                (ii)

              	
                The
                  Second Method will apply. 

              


      

      


      
        	
                (k)

              	
                "Termination
                  Currency" means United States Dollars.


              


      

    

     

    
      
        	
                3)

              	
                Tax
                  Representations. 

              


      

      


      
        	 	
                (a)

              	
                Payer
                  Representations. For the purpose of Section 3(e) of the ISDA Form
                  Master
                  Agreement, each of BSFP and the Counterparty will make the following
                  representations:

              
	 	 	 
	 	
                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 the
                  ISDA Form Master 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 representations made by the other party pursuant
                  to
                  Section 3(f) of the ISDA Form Master Agreement;

              
	 	 	 
	 	
                (ii)

              	
                the
                  satisfaction of the agreement contained in Section 4(a)(iii) of
                  the ISDA
                  Form Master Agreement and the accuracy and effectiveness of any
                  document
                  provided by the other party pursuant to Section 4(a)(iii) of the
                  ISDA Form
                  Master Agreement; and

              
	 	 	 
	 	
                (iii)

              	
                the
                  satisfaction of the agreement of the other party contained in Section
                  4(d)
                  of the ISDA Form Master 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
                  the ISDA Form Master Agreement by reason of material prejudice
                  to its
                  legal or commercial position. 

              


      

      


      
        	 	
                (b)

              	
                Payee
                  Representations. For the purpose of Section 3(f) of the ISDA Form
                  Master
                  Agreement, each of BSFP and the Counterparty make the following
                  representations.

              


      

    

    


    The
      following representation will apply to BSFP: 

    


    BSFP
      is a
      corporation organized under the laws of the State of Delaware and its U.S.
      taxpayer identification number is 13-3866307. 

    


    The
      following representation will apply to the Counterparty: 

    


    Counterparty
      represents that it is the Supplemental Interest Trust Trustee under the Pooling
      and Servicing Agreement.

    


    4) [Reserved]

    


    5) Documents
      to be Delivered.
      For the
      purpose of Section 4(a):

    


    (1) Tax
      forms, documents, or certificates to be delivered are:

    
      	
              Party
                required to deliver document

            	
              Form/Document/Certificate

            	
              Date
                by which to be
                delivered

            
	
              BSFP
                and

              the
                Counterparty

            	
              Any
                document required or reasonably requested to allow the other party
                to make
                payments under this Agreement without any deduction or withholding
                for or
                on the account of any Tax or with such deduction or withholding at
                a
                reduced rate

            	
              Promptly
                after the earlier of (i) reasonable demand by either party or (ii)
                learning that such form or document is
                required

            


    

    


    	(2)  	
            Other
              documents to be delivered are:

          


    


    
      	
              Party
                required to deliver document

            	
              Form/Document/Certificate

            	
              Date
                by which to be
                delivered

            	
              Covered
                by Section 3(d) Representation

            
	
              BSFP
                and

              the
                Counterparty

            	
              Any
                documents required by the receiving party to evidence the authority
                of the
                delivering party or its Credit Support Provider, if any, for it to
                execute
                and deliver this Agreement, any Confirmation , and any Credit Support
                Documents to which it is a party, and to evidence the authority of
                the
                delivering party or its Credit Support Provider to perform its obligations
                under this Agreement, such Confirmation and/or Credit Support Document,
                as
                the case may be

            	
              Upon
                the execution and delivery of this Agreement and such
                Confirmation

            	
              Yes

            
	
              BSFP
                and

              the
                Counterparty

            	
              A
                certificate of an authorized officer of the party, as to the incumbency
                and authority of the respective officers of the party signing this
                Agreement, any relevant Credit Support Document, or any Confirmation,
                as
                the case may be

            	
              Upon
                the execution and delivery of this Agreement and such
                Confirmation

            	
              Yes

            


    

    


    


    6) Miscellaneous.
      Miscellaneous

    


    (a) Address
      for Notices: For the purposes of Section 12(a) of the ISDA Form Master
      Agreement:

    


    Address
      for notices or communications to BSFP:

    


    Address: 383
      Madison Avenue, New York, New York 10179

    Attention: DPC
      Manager

    Facsimile: (212)
      272-5823

    


    with
      a
      copy to:

    


    Address: One
      Metrotech Center North, Brooklyn, New York 11201

    Attention: Derivative
      Operations - 7th Floor

    Facsimile: (212)
      272-1634

    


    (For
      all
      purposes)

    


    Address
      for notices or communications to the Counterparty:

    


    Address: Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      MD 21045

    Attention: Client
      Manager - MABS 2006-AM1

    Facsimile: 410-715-2380

    Phone:  410-884-2000

    


    (For
      all
      purposes)

    


    (b) Process
      Agent. For the purpose of Section 13(c) of the ISDA Form Master
      Agreement:

    


    BSFP
      appoints as its 

    Process
      Agent:   Not
      Applicable

    


    The
      Counterparty appoints as its 

    Process
      Agent:  Not
      Applicable

    


    (c)     Offices.
      The provisions of Section 10(a) of the ISDA Form Master Agreement will not
      apply
      to this Agreement; neither BSFP nor the Counterparty have any Offices other
      than
      as set forth in the Notices Section and BSFP agrees that, for purposes of
      Section 6(b) of the ISDA Form Master Agreement, it shall not in future have
      any
      Office other than one in the United States.

    


    
      	
              (d)

            	
              Multibranch
                Party. For the purpose of Section 10(c) of the ISDA Form Master
                Agreement:

            


    

    


    BSFP
      is
      not a Multibranch Party.

    


    The
      Counterparty is not a Multibranch Party.

    	 	
          


    
      (e) Calculation
        Agent. The Calculation Agent is BSFP.

    

     

    (f) Credit
      Support Document. 

    


    BSFP:
      Not
      applicable, except for any guarantee or contingent agreement
      delivered

    pursuant
      to paragraph 16 below.

    


    The
      Counterparty: Not Applicable

    


    
      	
              (g)

            	
              Credit
                Support Provider.

            


    

    


    BSFP: Not
      Applicable for BSFP for so long as no Credit Support Document is delivered
      under
      paragraph 16 below, otherwise, the party that is the primary obligor under
      the
      Credit Support Document.

    


    The
      Counterparty: Not Applicable

    


    (h) Governing
      Law. The parties to this Agreement hereby agree that the law of the State of
      New
      York shall govern their rights and duties in whole without regard to the
      conflict of law provisions thereof other than New York General Obligations
      Law
      Sections 5-1401 and 5-1402.

    


    (i) Severability.
      If any term, provision, covenant, or condition of this Agreement, or the
      application thereof to any party or circumstance, shall be held to be invalid
      or
      unenforceable (in whole or in part) for any reason, the remaining terms,
      provisions, covenants, and conditions hereof shall continue in full force and
      effect as if this Agreement had been executed with the invalid or unenforceable
      portion eliminated, so long as this Agreement as so modified continues to
      express, without material change, the original intentions of the parties as
      to
      the subject matter of this Agreement and the deletion of such portion of this
      Agreement will not substantially impair the respective benefits or expectations
      of the parties. 

    


    The
      parties shall endeavor to engage in good faith negotiations to replace any
      invalid or unenforceable term, provision, covenant or condition with a valid
      or
      enforceable term, provision, covenant or condition, the economic effect of
      which
      comes as close as possible to that of the invalid or unenforceable term,
      provision, covenant or condition. 

    


    (j) Consent
      to Recording. Each party hereto consents to the monitoring or recording, at
      any
      time and from time to time, by the other party of any and all communications
      between officers or employees of the parties, waives any further notice of
      such
      monitoring or recording, and agrees to notify its officers and employees of
      such
      monitoring or recording. 

    


    (k) Waiver
      of
      Jury Trial. Each
      party waives any right it may have to a trial by jury in respect of any
      Proceedings relating to this Agreement or any Credit Support Document.


    


    7) Affiliate".
      Each of BSFP and Counterparty shall be deemed to not have any Affiliates for
      purposes of this Agreement, including for purposes of Section 6(b)(ii) of the
      ISDA Form Master Agreement.

     

    8) Section
      3
      of the ISDA Form Master Agreement is hereby amended by adding at the end thereof
      the following subsection (g): 

    


    “(g) Relationship
      Between Parties.
      

    


    Each
      party represents to the other party on each date when it enters into a
      Transaction that:--

    


    (1) Nonreliance.
      It is
      not relying on any statement or representation of the other party regarding
      the
      Transaction (whether written or oral), other than the representations expressly
      made in this Agreement or the Confirmation in respect of that Transaction.
      

    


    (2) Evaluation
      and Understanding.
      

    


    (i) FP
      is
      acting for its own account and Wells Fargo Bank, N.A., is acting as Supplemental
      Interest Trust Trustee under the Pooling and Servicing Agreement, and not for
      its own account. Each Party has made its own independent decisions to enter
      into
      this Transaction and as to whether this Transaction is appropriate or proper
      for
      it based upon its own judgment and upon advice from such advisors as it has
      deemed necessary. It is not relying on any communication (written or oral)
      of
      the other party as investment advice or as a recommendation to enter into this
      Transaction; it being understood that information and explanations related
      to
      the terms and conditions of this Transaction shall not be considered investment
      advice or a recommendation to enter into this Transaction. It has not received
      from the other party any assurance or guarantee as to the expected results
      of
      this Transaction.

    


    (ii) 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 Transaction. It is also capable of assuming, and
      assumes, the financial and other risks of this Transaction.

    


    (iii) The
      other
      party is not acting as an agent or fiduciary or an advisor for it in respect
      of
      this Transaction.

     

    (3) Purpose.
      It is
      an “eligible swap participant” as such term is defined in Section 35.1(b)(2) of
      the regulations (17 C.F.R 35) promulgated under, and an “eligible contract
      participant” as defined in Section 1(a)(12) of, the Commodity Exchange Act, as
      amended, and it is entering into the Transaction for the purposes of managing
      its borrowings or investments, hedging its underlying assets or liabilities
      or
      in connection with a line of business.” 

    


    9) Additional
      Provisions.
      Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master Agreement,
      if Counterparty has satisfied its payment obligations under Section 2(a)(i)
      of
      the ISDA Form Master Agreement, then unless BSFP is required pursuant to
      appropriate proceedings to return to Counterparty or otherwise returns to
      Counterparty upon demand of Counterparty any portion of such payment, (a) the
      occurrence of an event described in Section 5(a) of the ISDA form Master
      Agreement with respect to Counterparty shall not constitute an Event of Default
      or Potential Event of Default with respect to Counterparty as the Defaulting
      Party and (b) BSFP shall be entitled to designate an Early Termination Event
      pursuant to Section 6 of the ISDA Form Master Agreement only as a result of
      a
      Termination Event set forth in either Section 5(b)(i) or Section 5(b)(ii) of
      the
      ISDA form Master Agreement with respect to BSFP as the Affected Party. For
      purposes of the Transaction to which this Agreement relates, Counterparty’s only
      obligation under Section 2(a)(i) of the ISDA Form Master Agreement is to pay
      the
      Fixed Amount on the Fixed Rate Payer Payment Date.

    


    10)
      Supplemental Interest Trust Trustee Liability Limitations. It is expressly
      understood and agreed by the parties hereto that (a) this Agreement is executed
      and delivered by Wells Fargo Bank, N.A. (“Wells”), not individually or
      personally but solely as trustee on behalf of the Supplemental Interest Trust,
      (b) each of the representations, undertakings and agreements herein made on
      the
      part of the Counterparty is made and intended not as personal representations,
      undertakings and agreements by Wells but is made and intended for the purpose
      of
      binding only the Counterparty, (c) nothing herein contained shall be construed
      as creating any liability on Wells, individually or personally, to perform
      any
      covenant either expressed or implied contained herein, all such liability,
      if
      any, being expressly waived by the parties hereto and by any Person claiming
      by,
      through or under the parties hereto; provided that nothing in this paragraph
      shall relieve Wells from performing its duties and obligations under the Pooling
      and Servicing Agreement in accordance with the standard of care set forth
      therein, (d) under no circumstances shall Wells be personally liable for the
      payment of any indebtedness or expenses of the Counterparty 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
      documents, other than due to its gross negligence or willful misconduct in
      performing the obligations of the Supplemental Interest Trust Trustee under
      the
      Pooling and Servicing Agreement, (e) any resignation or removal of Wells as
      trustee on behalf of the Supplemental Interest Trust shall require the
      assignment of this agreement to Wells’s replacement, and (f) Wells has been
      directed, pursuant to the Pooling and Servicing Agreement, to enter into this
      Agreement and to perform its obligations hereunder.

    


    11)
      Proceedings. 
      BSFP
      shall not institute against or cause any other person to institute against,
      or
      join any other person in instituting against, Mortgage Asset Securitization
      Transactions, Inc., MASTR Asset Backed Securities Trust 2006-AM1, Mortgage
      Pass-Through Certificates, Series 2006-AM1 or 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, the applicable preference
      period) following indefeasible payment in full of the MASTR Asset Backed
      Securities Trust 2006-AM1, Mortgage Pass-Through Certificates, Series
      2006-AM1.

    


    12)
      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 ISDA Form Master Agreement shall not
      apply for purposes of this Transaction.

    


    13)
      Third
      party Beneficiary. 
      Not
      Applicable.

    


    14)
      Additional
      Termination Events.
      Additional Termination Events will apply. (i) If a Rating Agency Downgrade
      has
      occurred and BSFP has not complied with Section 16 below, then an Additional
      Termination Event shall have occurred with respect to BSFP and BSFP shall be
      the
      sole Affected Party with respect to such an Additional Termination Event. (ii)
      If, at any time, the Majority Class CE Certificateholder or the Master Servicer
      purchases the Mortgage Loans pursuant to Section 10.01 of the Pooling and
      Servicing Agreement, then an Additional Termination Event shall have occurred
      with respect to Counterparty and Counterparty shall be the sole Affected Party
      with respect to such Additional Termination Event; provided, however, that
      notwithstanding the provisions of section 6(b)(iv) of the ISDA Form Master
      Agreement, either BSFP or Counterparty may designate an Early Termination Date
      (such date shall not be prior to the final Distribution Date under the Pooling
      and Servicing Agreement) in respect of this Additional Termination Event. (iii)
      If, upon the occurrence of a Swap Disclosure Event (as defined in Section 17
      below) BSFP has not, within ten (10) days after such Swap Disclosure Event
      complied with any of the provisions set forth in Section 17 below, then an
      Additional Termination Event shall have occurred with respect to BSFP and BSFP
      shall be the sole Affected Party with respect to such Additional Termination
      Event.

    


    15)
      Amendment
      to the ISDA Form.
      The
“Failure
      to Pay or Deliver”
      provision in Section 5(a)(i) is hereby amended by deleting the word “third” in
      the third line thereof and inserting the word “second” in place
      thereof.

    


    16)
      Rating
      Agency Downgrade.
      In the
      event that BSFP’s long-term unsecured and unsubordinated debt rating is reduced
      below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating
      is withdrawn or reduced below “Aa3” by Moody’s (and together with S&P, the
“Swap Rating Agencies”, and such rating thresholds, “Approved Rating
      Thresholds”), then within 30 days after such rating withdrawal or downgrade
      (unless, within 30 days after such withdrawal or downgrade, each such Swap
      Rating Agency, as applicable, has reconfirmed the rating of the Certificates,
      which was in effect immediately prior to such withdrawal or downgrade), BSFP
      shall, at its own expense, subject to the Rating Agency Condition, either (i)
      seek another entity to replace BSFP as party to this Agreement that meets or
      exceeds the Approved Rating Thresholds on terms substantially similar to this
      Agreement or (ii) obtain a guaranty of, or a contingent agreement of another
      person with the Approved Rating Thresholds, to honor, BSFP’s obligations under
      this Agreement. BSFP’s failure to do any of the foregoing shall, at the
      Counterparty’s option, constitute an Additional Termination Event with BSFP as
      the Affected Party. In the event that BSFP’s long-term unsecured and
      unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, then
      within 10 Business Days after such rating withdrawal or downgrade, BSFP shall,
      subject to the Rating Agency Condition and at its own expense, either (i) secure
      another entity to replace BSFP as party to this Agreement that meets or exceeds
      the Approved Rating Thresholds on terms substantially similar to this Agreement
      or (ii) obtain a guaranty of, or a contingent agreement of another person with
      the Approved Rating Thresholds, to honor, BSFP’s obligations under this
      Agreement. For purposes of this provision, “Rating Agency Condition” means, with
      respect to any particular proposed act or omission to act hereunder that the
      party acting or failing to act must consult with each of the Swap Rating
      Agencies then providing a rating of the Certificates and receive from each
      of
      the Swap Rating Agencies a prior written confirmation that the proposed action
      or inaction would not cause a downgrade or withdrawal of the then-current rating
      of the Certificates.

    


    17)
      Compliance with Regulation AB. 

    


    (i) BSFP
      agrees and acknowledges that Mortgage Asset Securitization Transactions, Inc.
      (“MASTR”) 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
      BSFP or its group of affiliated entities, if applicable, depending on the
      aggregate “significance percentage” of this Agreement and any other derivative
      contracts between BSFP 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, MASTR requests from BSFP the applicable financial
      information described in Item 1115 of Regulation AB (such request to be based
      on
      a reasonable determination by MASTR, in good faith, that such information is
      required under Regulation AB) (the “Swap Financial Disclosure”).

    


    (iii) Upon
      the
      occurrence of a Swap Disclosure Event, BSFP, at its own expense, shall (a)
      provide to MASTR the Swap Financial Disclosure, (b) secure another entity to
      replace BSFP as party to this Agreement on terms substantially similar to this
      Agreement and subject to prior notification to the Swap Rating Agencies, which
      entity (or a guarantor therefor) 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 BSFP’s obligations under this Agreement from an affiliate of the
      BSFP 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) BSFP
      agrees that, in the event that BSFP provides Swap Financial Disclosure to MASTR
      in accordance with clause (iii)(a) of paragraph 17 or causes its affiliate
      to
      provide Swap Financial Disclosure to MASTR in accordance with clause (iii)(c)
      of
      paragraph 17, it will indemnify and hold harmless MASTR, its respective
      directors or officers and any person controlling MASTR, from and against any
      and
      all losses, claims, damages and liabilities caused by any untrue statement
      or
      alleged untrue statement of a material fact contained in such Swap Financial
      Disclosure or caused by any omission or alleged omission to state in such Swap
      Financial Disclosure a material fact required to be stated therein or necessary
      to make the statements therein, in light of the circumstances under which they
      were made, not misleading.

    


    18)
      Transfer,
      Amendment and Assignment.
      No
      transfer, amendment, waiver, supplement, assignment or other modification of
      this Transaction shall be permitted by either party unless each of S&P and
      Moody’s has been provided prior notice of the same and each of S&P and
      Moody’s confirms in writing (including by facsimile transmission) that it will
      not downgrade, qualify, withdraw or otherwise modify its then-current rating
      of
      the Certificates.

    


    NEITHER
      THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR
      STEARNS COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT
      PROVIDER ON THIS AGREEMENT.

    


    
      	
              5.

            	
              Account
                Details and Settlement Information:

            	
              Payments
                to BSFP:

              Citibank,
                N.A., New York

              ABA
                Number: 021-0000-89, for the account of

              Bear,
                Stearns Securities Corp.

              Account
                Number: 0925-3186, for further credit to

              Bear
                Stearns Financial Products Inc.

              Sub-account
                Number: 102-04654-1-3

              Attention:
                Derivatives Department 

               

              Payments
                to Counterparty:

              Wells
                Fargo Bank, N.A.

              ABA
                Number: 121-000-248Account Number: 3970771416

              Account
                Name: Corporate Trust Clearing

              FFC:
                50892502

            


    

    


    This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original but all of which together shall constitute one and the same
      instrument.

    


    Counterparty
      hereby agrees to check this Confirmation and to confirm that the foregoing
      correctly sets forth the terms of the Transaction by signing in the space
      provided below and returning to BSFP a facsimile of the fully-executed
      Confirmation to 212-272-9857.
      For
      inquiries regarding U.S. Transactions, please contact
      Susan Donlon
      by
      telephone at 212-272-2364.
      For all
      other inquiries please contact Derivatives
      Documentation by
      telephone at 353-1-402-6233.
      Originals will be provided for your execution upon your request.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    We
      are
      very pleased to have executed this Transaction with you and we look forward
      to
      completing other transactions with you in the near future.

    


    Very
      truly yours,

    


    BEAR
      STEARNS FINANCIAL PRODUCTS INC.

    


    


    


    By: ______________________________________

    Name: 

    Title:     

    


    


    Counterparty,
      acting through its duly authorized signatory, hereby agrees to, accepts and
      confirms the terms of the foregoing as of the Trade Date.

    


    WELLS
      FARGO BANK, N.A., NOT INDIVIDUALLY, BUT SOLELY AS SUPPLEMENTAL INTEREST TRUST
      TRUSTEE FOR THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT TO THE MASTR ASSET
      BACKED SECURITIES TRUST 2006-AM1, MORTGAGE PASS-THROUGH CERTIFICATES, SERIES
      2006-AM1

    


    


    


    By: ______________________________________
      

    Name: 

    Title:

    


    


    


    


    lm


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    SCHEDULE
      I

    (all
      such
      dates subject to adjustment in accordance with the Business Day
      Convention)

    


    
      	
              From
                and including

            	
              To
                but excluding

            	
              Notional
                Amount

              (USD)

            	
              Cap
                Rate

              (%)

            	
              Ceiling
                Rate

              (%)

            
	
              Effective
                Date

            	
              1/25/2007

            	
              14,724.21

            	
              4.656

            	
              5.824

            
	
              1/25/2007

            	
              2/25/2007

            	
              35,817.57

            	
              4.655

            	
              5.929

            
	
              2/25/2007

            	
              3/25/2007

            	
              55,177.78

            	
              4.648

            	
              6.005

            
	
              3/25/2007

            	
              4/25/2007

            	
              72,909.00

            	
              4.619

            	
              6.024

            
	
              4/25/2007

            	
              5/25/2007

            	
              89,109.79

            	
              4.613

            	
              6.101

            
	
              5/25/2007

            	
              6/25/2007

            	
              103,873.37

            	
              4.608

            	
              6.181

            
	
              6/25/2007

            	
              7/25/2007

            	
              117,287.89

            	
              4.605

            	
              6.258

            
	
              7/25/2007

            	
              8/25/2007

            	
              129,436.69

            	
              4.600

            	
              6.339

            
	
              8/25/2007

            	
              9/25/2007

            	
              140,415.39

            	
              4.599

            	
              6.405

            
	
              9/25/2007

            	
              10/25/2007

            	
              160,934.34

            	
              4.611

            	
              6.470

            
	
              10/25/2007

            	
              11/25/2007

            	
              185,599.68

            	
              4.608

            	
              6.531

            
	
              11/25/2007

            	
              12/25/2007

            	
              205,043.73

            	
              4.610

            	
              6.605

            
	
              12/25/2007

            	
              1/25/2008

            	
              219,960.41

            	
              4.630

            	
              6.720

            
	
              1/25/2008

            	
              2/25/2008

            	
              230,964.83

            	
              5.824

            	
              6.824

            
	
              2/25/2008

            	
              3/25/2008

            	
              235,821.55

            	
              5.928

            	
              6.928

            
	
              3/25/2008

            	
              4/25/2008

            	
              236,420.76

            	
              6.033

            	
              7.033

            
	
              4/25/2008

            	
              5/25/2008

            	
              236,371.66

            	
              6.049

            	
              7.137

            
	
              5/25/2008

            	
              6/25/2008

            	
              471,081.21

            	
              6.083

            	
              7.241

            
	
              6/25/2008

            	
              7/25/2008

            	
              455,692.19

            	
              6.128

            	
              7.345

            
	
              7/25/2008

            	
              8/25/2008

            	
              440,684.20

            	
              6.155

            	
              7.449

            
	
              8/25/2008

            	
              9/25/2008

            	
              426,052.17

            	
              6.189

            	
              7.553

            
	
              9/25/2008

            	
              10/25/2008

            	
              411,790.73

            	
              6.235

            	
              7.658

            
	
              10/25/2008

            	
              11/25/2008

            	
              397,894.32

            	
              6.265

            	
              7.762

            
	
              11/25/2008

            	
              12/25/2008

            	
              393,975.53

            	
              6.301

            	
              7.866

            
	
              12/25/2008

            	
              1/25/2009

            	
              380,214.98

            	
              6.361

            	
              7.970

            
	
              1/25/2009

            	
              2/25/2009

            	
              366,836.33

            	
              6.390

            	
              8.033

            
	
              2/25/2009

            	
              3/25/2009

            	
              353,831.41

            	
              6.411

            	
              8.095

            
	
              3/25/2009

            	
              4/25/2009

            	
              359,010.86

            	
              6.439

            	
              8.158

            
	
              4/25/2009

            	
              5/25/2009

            	
              357,141.02

            	
              6.464

            	
              8.220

            
	
              5/25/2009

            	
              6/25/2009

            	
              346,587.63

            	
              6.491

            	
              8.283

            
	
              6/25/2009

            	
              7/25/2009

            	
              336,327.88

            	
              6.519

            	
              8.345

            
	
              7/25/2009

            	
              8/25/2009

            	
              326,354.98

            	
              6.546

            	
              8.408

            
	
              8/25/2009

            	
              9/25/2009

            	
              316,662.31

            	
              6.573

            	
              8.470

            
	
              9/25/2009

            	
              10/25/2009

            	
              393,957.79

            	
              6.600

            	
              9.648

            
	
              10/25/2009

            	
              11/25/2009

            	
              381,089.63

            	
              6.625

            	
              9.733

            
	
              11/25/2009

            	
              12/25/2009

            	
              368,652.20

            	
              6.652

            	
              9.820

            
	
              12/25/2009

            	
              1/25/2010

            	
              356,630.63

            	
              6.691

            	
              9.953

            
	
              1/25/2010

            	
              2/25/2010

            	
              345,010.76

            	
              6.712

            	
              10.030

            
	
              2/25/2010

            	
              3/25/2010

            	
              333,778.88

            	
              6.731

            	
              10.098

            
	
              3/25/2010

            	
              4/25/2010

            	
              322,921.80

            	
              6.751

            	
              10.170

            
	
              4/25/2010

            	
              5/25/2010

            	
              312,426.76

            	
              6.773

            	
              10.250

            
	
              5/25/2010

            	
              6/25/2010

            	
              302,281.46

            	
              6.796

            	
              10.327

            
	
              6/25/2010

            	
              7/25/2010

            	
              290,339.04

            	
              6.817

            	
              10.402

            
	
              7/25/2010

            	
              8/25/2010

            	
              275,310.18

            	
              6.840

            	
              10.483

            
	
              8/25/2010

            	
              9/25/2010

            	
              260,289.68

            	
              6.861

            	
              10.556

            
	
              9/25/2010

            	
              10/25/2010

            	
              245,277.68

            	
              6.883

            	
              10.651

            
	
              10/25/2010

            	
              11/25/2010

            	
              230,274.35

            	
              6.903

            	
              10.718

            
	
              11/25/2010

            	
              12/25/2010

            	
              215,307.59

            	
              6.927

            	
              10.800

            
	
              12/25/2010

            	
              1/25/2011

            	
              200,347.86

            	
              6.957

            	
              10.899

            
	
              1/25/2011

            	
              2/25/2011

            	
              185,395.31

            	
              6.977

            	
              10.969

            
	
              2/25/2011

            	
              3/25/2011

            	
              177,304.72

            	
              6.987

            	
              11.047

            
	
              3/25/2011

            	
              4/25/2011

            	
              169,218.07

            	
              6.997

            	
              11.098

            
	
              4/25/2011

            	
              5/25/2011

            	
              161,135.42

            	
              7.014

            	
              11.164

            
	
              5/25/2011

            	
              6/25/2011

            	
              155,546.01

            	
              7.026

            	
              11.220

            
	
              6/25/2011

            	
              7/25/2011

            	
              150,089.97

            	
              7.032

            	
              11.288

            
	
              7/25/2011

            	
              8/25/2011

            	
              144,762.86

            	
              7.048

            	
              11.349

            
	
              8/25/2011

            	
              9/25/2011

            	
              139,560.39

            	
              7.066

            	
              11.412

            
	
              9/25/2011

            	
              10/25/2011

            	
              134,478.43

            	
              7.090

            	
              11.493

            
	
              10/25/2011

            	
              11/25/2011

            	
              129,512.97

            	
              7.108

            	
              11.555

            
	
              11/25/2011

            	
              12/25/2011

            	
              124,660.65

            	
              7.123

            	
              11.613

            
	
              12/25/2011

            	
              Termination
                Date

            	
              120,612.32

            	
              7.146

            	
              11.696

            


    


    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


    EXHIBIT
      M

    


    FORM
      OF
      INTEREST RATE SWAP AGREEMENT 

	  
 


BEAR STEARNS FINANCIAL PRODUCTS INC.


383 MADISON AVENUE


NEW YORK, NEW YORK 10179


212-272-4009


 


 



	
            DATE:
 	
            February 27, 2006
 
	
             
 	
             
 
	
            TO:
 	
            Wells Fargo Bank, N.A., not individually, but solely as Supplemental Interest Trust Trustee for the Supplemental Interest Trust with respect to the MASTR Asset Backed Securities Trust 2006-AM1, Mortgage Pass-Through Certificates, Series 2006-AM1
 
	
            ATTENTION:
 	
            Client Manager – MABS 2006-AM1
 
	
            TELEPHONE:
 	
            410-884-2000
 
	
            FACSIMILE:
 	
            410-715-2380
 
	
             
 	
             
 
	
            FROM:
 	
            Derivatives Documentation
 
	
            TELEPHONE:
 	
            212-272-2711
 
	
            FACSIMILE:
 	
            212-272-9857
 
	
             
 	
             
 
	
            SUBJECT:
 	
            Fixed Income Derivatives Confirmation and Agreement
 
	
             
 	
             
 
	
            REFERENCE NUMBER:
 	
            FXNEC7891
 
	
             
 	
             
 



 


The purpose of this letter agreement ("Agreement") is to confirm the terms and conditions of the current Transaction entered into on the Trade Date specified below (the "Current Transaction") between Bear Stearns Financial Products Inc. ("BSFP") and Wells Fargo Bank, N.A., not individually, but solely as Supplemental Interest Trust Trustee (the “Supplemental Interest Trust Trustee”) for the Supplemental Interest Trust with respect to the MASTR Asset Backed Securities Trust 2006-AM1, Mortgage Pass-Through Certificates, Series 2006-AM1 ("Counterparty") under the Pooling and Servicing Agreement, dated as of February 1, 2006  among Wells Fargo Bank, N.A., as Master Servicer and Trust Administrator, Mortgage Asset Securitization Transactions, Inc., as Depositor, Ocwen Loan Servicing, LLC, as Servicer and U.S. Bank National Association, as Trustee (the “Trustee”) (the “Pooling and
Servicing Agreement”).  This letter agreement constitutes the sole and complete "Confirmation," as referred to in the "ISDA Form Master Agreement" (as defined below), as well as a “Schedule” as referred to in the ISDA Form Master Agreement.


 


1.           This Agreement is subject to the 2000 ISDA Definitions (the “Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”).  You and we have agreed to enter into this Agreement in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) form (the "ISDA Form Master Agreement") but, rather, an ISDA Form Master Agreement shall be deemed to have been executed by you and us on the date we entered into the Transaction.  In the event of any inconsistency between the provisions of this Agreement and the Definitions or the ISDA Form Master Agreement, this Agreement shall prevail for purposes of the Transaction.  Terms capitalized but not defined herein shall have the
meanings attributed to them in the Pooling and Servicing Agreement.


 








 


 



	
            2.
 	
            The terms of the particular Transaction to which this Confirmation relates are as follows:
 




 



	
             
 	
            Notional Amount:
 	
            With respect to any Calculation Period, the amount set forth for such period in Schedule I attached hereto.
 




 



	
             
 	
            Trade Date:
 	
            February 16, 2006
 




 



	
             
 	
            Termination Date:
 	
            September 25, 2009, provided, however, for the purposes of determining the Floating Amount to be paid in respect of the final Calculation Period, such date shall be subject to adjustment in accordance with the Business Day Convention.
 




 



	
             
 	
            Fixed Amount (Premium):
 	
             

 
 




 



	
             
 	
            Fixed Rate Payer:
 	
            Counterparty
 




 


Fixed Rate Payer



	
             
 	
            Effective Date:
 	
            February 25, 2006
 



 


Fixed Rate Payer



	
             
 	
            Period End Dates:
 	
            The 25th calendar day of each month during the Term of this
 



Transaction, commencing March 25, 2006 and ending on the Termination Date, with No Adjustment.


 


Fixed Rate Payer



	
             
 	
            Payment Dates:
 	
            Early Payment shall be applicable. The Fixed Rate Payer
 



Payment Date shall be two Business Days prior to each Fixed Rate Payer Period End Date.


 



	
             
 	
            Fixed Rate:
 	
            4.75500%
 




 



	
             
 	
            Fixed Amount:
 	
            To be determined in accordance with the following Formula: 
 




 


250*Fixed Rate*Notional Amount*Fixed Rate Day Count Fraction


 


Fixed Rate Day 



	
             
 	
            Count Fraction:
 	
            30/360
 



 



	
             
 	
            Floating Amounts:
 	
             

 
 




 



	
             
 	
            Floating Rate Payer:
 	
            BSFP
 




 


 








 


 


Floating Rate Payer



	
             
 	
            Effective Date:
 	
            February 27, 2006
 



 


Floating Rate Payer



	
             
 	
            Period End Dates:
 	
            The 25th calendar day of each month during the Term of
 



this Transaction, commencing March 25, 2006 and ending on the Termination Date, subject to adjustment in accordance with the Business Day Convention.


 


Floating Rate Payer 



	
             
 	
            Payment Dates:
 	
            Early Payment shall be applicable. The Floating Rate Payer
 



Payment Dates shall be two Business Days preceding each Floating Rate Payer Period End Date.


 



	
             
 	
            Floating Rate Option:
 	
            USD-LIBOR-BBA
 




 



	
             
 	
            Floating Amount:
 	
            To be determined in accordance with the following Formula: 
 




 


250*Floating Rate Option*Notional Amount*Floating Rate Day Count Fraction


 



	
             
 	
            Designated Maturity:
 	
            One month
 




 


Floating Rate Day 



	
             
 	
            Count Fraction:
 	
            Actual/360
 



 



	
             
 	
            Reset Dates:
 	
            The first day of each Calculation Period.
 




 



	
             
 	
            Compounding:
 	
            Inapplicable
 




 



	
             
 	
            Business Days:
 	
            New York
 




 



	
             
 	
            Business Day Convention:
 	
            Following
 




 



	
            3.
 	
            Additional Provisions:                Each party hereto is hereby advised and acknowledges that the other party has engaged in (or refrained from engaging in) substantial financial transactions and has taken (or refrained from taking) other material actions in reliance upon the entry by the parties into the Transaction being entered into on the terms and conditions set forth herein and in the Confirmation relating to such Transaction, as applicable.  This paragraph  shall be deemed repeated on the trade date of each Transaction.
 




 



	
            4.
 	
            Provisions Deemed Incorporated in a Schedule to the ISDA Form Master Agreement:
 




 


 








 



	
            1)
 	
            The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form Master Agreement will apply to any Transaction.
 




 


2)  Termination Provisions. Notwithstanding the provisions of paragraph 9 below, for purposes of the ISDA Form Master Agreement:


 



	
            (a)
 	
            "Specified Entity" is not applicable to BSFP or Counterparty for any purpose.
 



 


(b)         “Breach of Agreement” provision of Section 5(a)(ii) will not apply to BSFP or Counterparty.


 


(c)          “Credit Support Default” provisions of Section 5(a)(iii) will not apply to Counterparty and will not apply to BSFP unless BSFP has obtained a guarantee or posted collateral pursuant to paragraph 16 below.


 



	
            (d)
 	
            “Misrepresentation” provisions or Section 5(a)(iv) will not apply to BSFP or Counterparty.
 



 


(e)          "Specified Transaction" is not applicable to BSFP or Counterparty for any purpose, and, accordingly, Section 5(a)(v) shall not apply to BSFP or Counterparty.


 


(f)          The "Cross Default" provisions of Section 5(a)(vi) will not apply to BSFP or to  Counterparty.  


 


(g)         The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply to BSFP or Counterparty.


 



	
            (h)
 	
            The “Bankruptcy” provision of Section 5(a)(vii)(2) will be inapplicable to Counterparty.
 



 


(i)          The "Automatic Early Termination" provision of Section 6(a) will not apply to BSFP or to Counterparty.


 



	
            (j)
 	
            Payments on Early Termination.  For the purpose of Section 6(e):
 
	
             
 	
            (i)
 	
            Market Quotation will apply.
 	
             




 



	
             
 	
            (ii)
 	
            The Second Method will apply.
 



 



	
            (k)
 	
            "Termination Currency" means United States Dollars.
 



 


3) Tax Representations.  


 


(a) Payer Representations.  For the purpose of Section 3(e) of the ISDA Form Master Agreement, each of BSFP and the Counterparty will make the following representations:


 


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 the ISDA Form Master 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 representations made by the other party pursuant to Section 3(f) of the ISDA Form Master Agreement;


 


(ii)         the satisfaction of the agreement contained in Section 4(a)(iii) of the ISDA Form Master Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(iii) of the ISDA Form Master Agreement; and


 


(iii)        the satisfaction of the agreement of the other party contained in Section 4(d) of the ISDA Form Master 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 the ISDA Form Master Agreement by reason of material prejudice to its legal or commercial position. 


 


(b) Payee Representations. For the purpose of Section 3(f) of the ISDA Form Master Agreement, each of BSFP and the Counterparty make the following representations. 


 


The following representation will apply to BSFP: 


 


BSFP is a corporation organized under the laws of the State of Delaware and its U.S. taxpayer identification number is 13-3866307. 


 


The following representation will apply to the Counterparty: 


 


Counterparty represents that it is the Supplemental Interest Trust Trustee under the Pooling and Servicing Agreement.


 


4) [Reserved]


 


5) Documents to be Delivered. For the purpose of Section 4(a):


 



	
            (1)
 	
            Tax forms, documents, or certificates to be delivered are:
 	
             

	
            Party required to deliver document
 	
            Form/Document/

Certificate
 	
            Date by which to

be delivered
 
	
            BSFP and

the Counterparty
 	
            Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate
 	
            Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required
 
					



                



	
            (2)
 	
            Other documents to be delivered are:
 



 


 








 


 



	
            Party required  to deliver document
  	
            Form/Document/

Certificate
  	
            Date by which  to

be delivered
  	
            Covered by  Section 3(d) Representation
  
	
            BSFP and

the Counterparty
 	
            Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be
 	
            Upon the execution and delivery of this Agreement and such Confirmation
 	
            Yes
 
	
            BSFP and

the Counterparty
 	
            A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any  Confirmation, as the case may be
 	
            Upon the execution and delivery of this Agreement and such Confirmation
 	
            Yes
 



 


6)  Miscellaneous. Miscellaneous


 


(a)          Address for Notices:  For the purposes of Section 12(a) of the ISDA Form Master Agreement:


 


Address for notices or communications to BSFP:


 



	
             
 	
            Address:
 	
            383 Madison Avenue, New York, New York  10179
 
	
             
 	
            Attention:
 	
            DPC Manager
 	
             

	
             
 	
            Facsimile:
 	
            (212) 272-5823
 	
             

					



 


 








 


 


 


With a copy to:


 



	
             
 	
            Address:
 	
            One Metrotech Center North, Brooklyn, New York 11201
 
	
             
 	
            Attention:
 	
            Derivative Operations - 7th Floor
 	
             

	
             
 	
            Facsimile:
 	
            (212) 272-1634
 	
             

					



 


(For all purposes)


 


Address for notices or communications to the Counterparty:


 



	
             
 	
            Address:
 	
            Wells Fargo Bank, N.A.
 




9062 Old Annapolis Road


Columbia, MD 21045



	
             
 	
            Attention:
 	
            Client Manager – MABS 2006-AM1
 





	
             
 	
            Facsimile:
 	
            410-715-2380
 





	
             
 	
            Phone:
 	
            410-884-2000
 



 


(For all purposes)


 



	
            (b)
 	
            Process Agent.  For the purpose of Section 13(c) of the ISDA Form Master Agreement:
 



 



	
             
 	
            BSFP appoints as its
 	
             

	
             
 	
            Process Agent:
 	
            Not Applicable
 
				



 



	
             
 	
            The Counterparty appoints as its
 	
             

	
             
 	
            Process Agent:
 	
            Not Applicable
 
				



 


(c)          Offices. The provisions of Section 10(a) of the ISDA Form Master Agreement will not apply to this Agreement; neither BSFP nor the Counterparty have any Offices other than as set forth in the Notices Section and BSFP agrees that, for purposes of Section 6(b) of the ISDA Form Master Agreement, it shall not in future have any Office other than one in the United States.


 



	
            (d)
 	
            Multibranch Party.  For the purpose of Section 10(c) of the ISDA Form Master Agreement:
 




 


BSFP is not a Multibranch Party.


 


The Counterparty is not a Multibranch Party.


 



	
            (e)
 	
            Calculation Agent.  The Calculation Agent is BSFP.
 




 



	
            (f)
 	
            Credit Support Document.  
 



 


BSFP:  Not applicable, except for any guarantee or contingent agreement delivered pursuant to paragraph 16 below.


 



	
             
 	
            The Counterparty:  
 	
            Not Applicable
 



 



	
            (g)
 	
            Credit Support Provider.
 




 


 








 


BSFP:   Not Applicable for BSFP for so long as no Credit Support Document is delivered under paragraph 16 below, otherwise, the party that is the primary obligor under the Credit Support Document.


 


The Counterparty:  Not Applicable


 


(h)         Governing Law.  The parties to this Agreement hereby agree that the law of the State of New York shall govern their rights and duties in whole without regard to the conflict of law provisions thereof other than New York General Obligations Law Sections 5-1401 and 5-1402.


 


(i)           Severability.    If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties. 


 


The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable term, provision, covenant or condition with a valid or enforceable term, provision, covenant or condition, the economic effect of which comes as close as possible to that of the invalid or unenforceable term, provision, covenant or condition. 


 


(j)           Consent to Recording.                Each party hereto consents to the monitoring or recording, at any time and from time to time, by the other party of any and all communications between officers or employees of the parties, waives any further notice of such monitoring or recording, and agrees to notify its officers and employees of such monitoring or recording. 


 


(k)         Waiver of Jury Trial.   Each party waives any right it may have to a trial by jury in respect of any Proceedings relating to this Agreement or any Credit Support Document. 


 


7) "Affiliate". Each of BSFP and Counterparty shall be deemed to not have any Affiliates for purposes of this Agreement, including for purposes of Section 6(b)(ii) of the ISDA Form Master Agreement.


 


8)  Section 3 of the ISDA Form Master Agreement is hereby amended by adding at the end thereof the following subsection (g): 


 



	
             
 	
            “(g)
 	
            Relationship Between Parties.
 



 


Each party represents to the other party on each date when it enters into a Transaction that:--


 


(1)  Nonreliance.  It is not relying on any statement or representation of the other party regarding the Transaction (whether written or oral), other than the representations expressly made in this Agreement or the Confirmation in respect of that Transaction. 


 


(2) Evaluation and Understanding. 


 



	
             
 	
            (i)
 	
            BSFP is acting for its own account and Wells Fargo Bank, N.A., is acting as Supplemental Interest Trust Trustee under the Pooling and Servicing 
 




 








Agreement, and not for its own account. Each Party has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary.  It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction; it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction.  It has not received from the other party any assurance or guarantee as to the expected results of this Transaction.


 



	
             
 	
            (ii)
 	
            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 Transaction.  It is also capable of assuming, and assumes, the financial and other risks of this Transaction.
 




 


(iii) The other party is not acting as an agent or fiduciary or an advisor for it in respect of this Transaction.


(3) Purpose.  It is an “eligible swap participant” as such term is defined in Section 35.1(b)(2) of the regulations (17 C.F.R 35) promulgated under, and an “eligible contract participant” as defined in Section 1(a)(12) of, the Commodity Exchange Act, as amended, and it is entering into the Transaction for the purposes of managing its borrowings or investments, hedging its underlying assets or liabilities or in connection with a line of business.” 


 


9) Pooling and Servicing Agreement.  BSFP 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 the Pooling and Servicing Agreement and BSFPS’s right to receive payment of such amounts shall be subject to the Pooling and Servicing Agreement.


 


10)  Supplemental Interest Trust Trustee Liability Limitations.  It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wells Fargo Bank, N.A. (“Wells”), not individually or personally but solely as trustee on behalf of the Supplemental Interest Trust, (b) each of the representations, undertakings and agreements herein made on the part of the Counterparty is made and intended not as personal representations, undertakings and agreements by Wells but is made and intended for the purpose of binding only the Counterparty, (c) nothing herein contained shall be construed as creating any liability on Wells, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming
by, through or under the parties hereto; provided that nothing in this paragraph shall relieve Wells from performing its duties and obligations under the Pooling and Servicing Agreement in accordance with the standard of care set forth therein, (d) under no circumstances shall Wells be personally liable for the payment of any indebtedness or expenses of the Counterparty 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 documents, other than due to its gross negligence or willful misconduct in performing the obligations of the Supplemental Interest Trust Trustee under the Pooling and Servicing Agreement, (e) any resignation or removal 


 








of Wells as trustee on behalf of the Supplemental Interest Trust shall require the assignment of this agreement to Wells’s replacement, and (f) Wells has been directed, pursuant to the Pooling and Servicing Agreement, to enter into this Agreement and to perform its obligations hereunder.


 


11)  Proceedings.  BSFP shall not institute against or cause any other person to institute against, or join any other person in instituting against, Mortgage Asset Securitization Transactions, Inc., MASTR Asset Backed Securities Trust 2006-AM1, Mortgage Pass-Through Certificates, Series 2006-AM1 or 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, the applicable preference period) following indefeasible payment in full of the MASTR Asset Backed Securities Trust 2006-AM1, Mortgage Pass-Through Certificates, Series 2006-AM1.


 


12) 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 ISDA Form Master Agreement shall not apply for purposes of this Transaction.


 


13) Third party Beneficiary.  Not Applicable.


 


 


14) Additional Termination Event.  The following Additional Termination Event will apply:


(i) BSFP fails to comply with the Rating Agency Downgrade provision as set forth in Section 16 below.  For purposes of this Agreement, BSFP shall be the sole Affected Party with respect to such Additional Termination Event.


(ii) If the Trustee is unable to pay its Class A Certificates or fails or admits in writing its inability to pay its Class A Certificates as they become due, then an Additional Termination Event shall have occurred with respect to Counterparty and Counterparty shall be the sole Affected Party with respect to such Additional Termination Event.


(iii) If, at any time, the Majority Class CE Certificateholder or the Master Servicer purchases the Mortgage Loans pursuant to Section 10.01 of the Pooling and Servicing Agreement, then an Additional Termination Event shall have occurred with respect to Counterparty and Counterparty shall be the sole Affected Party with respect to such Additional Termination Event; provided, however, that notwithstanding the provisions of section 6(b)(iv) of the ISDA Form Master Agreement, either BSFP or Counterparty may designate an Early Termination Date (such date shall not be prior to the final Distribution Date under the Pooling and Servicing Agreement) in respect of this Additional Termination Event.


 


(iv) If, upon the occurrence of a Swap Disclosure Event (as defined in Section 17 below) BSFP has not, within ten (10) days after such Swap Disclosure Event complied with any of the provisions set forth in Section 17 below, then an Additional Termination Event shall 


 








have occurred with respect to BSFP and BSFP shall be the sole Affected Party with respect to such Additional Termination Event.


 


15) Amendment to the ISDA Form.  The “Failure to Pay or Deliver” provision in Section 5(a)(i) is hereby amended by deleting the word “third” in the third line thereof and inserting the word “second” in place thereof.


 


16) Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, either (i) seek another entity to replace BSFP as party to this Agreement that meets or exceeds the
Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement. BSFP’s failure to do any of the foregoing shall, at the Counterparty’s option, constitute an Additional Termination Event with BSFP as the Affected Party.  In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, then within 10 Business Days after such rating withdrawal or downgrade, BSFP shall, subject to the Rating Agency Condition and at its own expense, either (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor,
BSFP’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.


 


17) Compliance with Regulation AB.  


 


(i) BSFP agrees and acknowledges that Mortgage Asset Securitization Transactions, Inc. (“MASTR”) 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 BSFP or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between BSFP 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, MASTR requests from BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by MASTR, in 


 








good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”).


 


(iii) Upon the occurrence of a Swap Disclosure Event, BSFP, at its own expense, shall (a) provide to MASTR the Swap Financial Disclosure, (b) secure another entity to replace BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) 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 BSFP’s obligations under this Agreement from an affiliate of the BSFP 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) BSFP agrees that, in the event that BSFP provides Swap Financial Disclosure to MASTR in accordance with clause (iii)(a) of paragraph 17 or causes its affiliate to provide Swap Financial Disclosure to MASTR in accordance with clause (iii)(c) of paragraph 17, it will indemnify and hold harmless MASTR, its respective directors or officers and any person controlling MASTR, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.


 


18) Transfer, Amendment and Assignment.  No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of S&P and Moody’s has been provided prior notice of the same and each of S&P and Moody’s confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current rating of the Certificates.


 


19) Non-Recourse. Notwithstanding any provision herein or in the ISDA Form Master 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 ISDA Form Master Agreement or any other confirmation thereunder still outstanding shall be extinguished and thereafter not revive.  The Supplemental Interest Trust Trustee shall not have liability for any failure or delay in making a payment hereunder to BSFP due to any failure or delay in
receiving amounts in the Swap Account from the Trust created pursuant to the Pooling and Servicing Agreement.


 


NEITHER THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR STEARNS COMPANIES INC. 


 








OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.


 


 



	
            5.
 	
            Account Details and Settlement Information:
 	
            Payments to BSFP:
 Citibank, N.A., New York
 ABA Number: 021-0000-89, for the account of
 Bear, Stearns Securities Corp.
 Account Number: 0925-3186, for further credit to
 Bear Stearns Financial Products Inc.
 Sub-account  Number: 102-04654-1-3
 Attention: Derivatives Department                                    

 

Payments to Counterparty:

Wells Fargo Bank, N.A.

ABA Number: 121-000-248Account Number: 3970771416

Account Name: Corporate Trust Clearing

FFC: 50892501
 



 


 


This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.


 


Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets forth the terms of the Transaction by signing in the space provided below and returning to BSFP a facsimile of the fully-executed Confirmation to 212-272-9857. For inquiries regarding U.S. Transactions, please contact Susan Donlon by telephone at 212-272-2364.  For all other inquiries please contact Derivatives Documentation by telephone at 353-1-402-6233. Originals will be provided for your execution upon your request.


 








 






We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future.


 


Very truly yours,


 


BEAR STEARNS FINANCIAL PRODUCTS INC.


 


 



	
            By:
 	
            _ _____________________________________
 
	
            Name:
 	
             

			



Title:


 


Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date.


 


WELLS FARGO BANK, N.A., NOT INDIVIDUALLY, BUT SOLELY AS SUPPLEMENTAL INTEREST TRUST TRUSTEE FOR THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT TO THE MASTR ASSET BACKED SECURITIES TRUST 2006-AM1, MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-AM1


 


 



	
            By:
 	
            ___ ___________________________________
 





	
            Name:
 	
             

 
 




Title:


 


 


lm


 








 






SCHEDULE I


(all such dates subject to adjustment in accordance with the Business Day Convention)


 



	
            
From and including
 
 	
            
To but excluding
 
 	
            
Notional Amount
 (USD)
 
 
	
            Effective Date
 	
            3/25/2006
 	
            1,624,872.00
 
	
            3/25/2006
 	
            4/25/2006
 	
            1,607,068.02
 
	
            4/25/2006
 	
            5/25/2006
 	
            1,585,606.62
 
	
            5/25/2006
 	
            6/25/2006
 	
            1,560,549.00
 
	
            6/25/2006
 	
            7/25/2006
 	
            1,531,955.25
 
	
            7/25/2006
 	
            8/25/2006
 	
            1,499,909.41
 
	
            8/25/2006
 	
            9/25/2006
 	
            1,464,519.64
 
	
            9/25/2006
 	
            10/25/2006
 	
            1,425,918.19
 
	
            10/25/2006
 	
            11/25/2006
 	
            1,384,274.19
 
	
            11/25/2006
 	
            12/25/2006
 	
            1,342,538.57
 
	
            12/25/2006
 	
            1/25/2007
 	
            1,287,278.24
 
	
            1/25/2007
 	
            2/25/2007
 	
            1,226,816.32
 
	
            2/25/2007
 	
            3/25/2007
 	
            1,169,221.38
 
	
            3/25/2007
 	
            4/25/2007
 	
            1,114,356.45
 
	
            4/25/2007
 	
            5/25/2007
 	
            1,062,091.15
 
	
            5/25/2007
 	
            6/25/2007
 	
            1,012,301.36
 
	
            6/25/2007
 	
            7/25/2007
 	
            964,868.92
 
	
            7/25/2007
 	
            8/25/2007
 	
            919,681.35
 
	
            8/25/2007
 	
            9/25/2007
 	
            876,588.89
 
	
            9/25/2007
 	
            10/25/2007
 	
            808,990.53
 
	
            10/25/2007
 	
            11/25/2007
 	
            731,282.17
 
	
            11/25/2007
 	
            12/25/2007
 	
            661,707.70
 
	
            12/25/2007
 	
            1/25/2008
 	
            599,418.60
 
	
            1/25/2008
 	
            2/25/2008
 	
            543,606.14
 
	
            2/25/2008
 	
            3/25/2008
 	
            505,580.00
 
	
            3/25/2008
 	
            4/25/2008
 	
            478,018.09
 
	
            4/25/2008
 	
            5/25/2008
 	
            452,029.25
 
	
            5/25/2008
 	
            6/25/2008
 	
            192,181.78
 
	
            6/25/2008
 	
            7/25/2008
 	
            183,297.09
 
	
            7/25/2008
 	
            8/25/2008
 	
            174,851.71
 
	
            8/25/2008
 	
            9/25/2008
 	
            166,822.54
 
	
            9/25/2008
 	
            10/25/2008
 	
            159,187.78
 
	
            10/25/2008
 	
            11/25/2008
 	
            151,926.89
 
	
            11/25/2008
 	
            12/25/2008
 	
            135,408.26
 
	
            12/25/2008
 	
            1/25/2009
 	
            129,421.90
 
	
            1/25/2009
 	
            2/25/2009
 	
            123,718.56
 
	
            2/25/2009
 	
            3/25/2009
 	
            118,283.93
 
	
            3/25/2009
 	
            4/25/2009
 	
            113,104.47
 
	
            4/25/2009
 	
            5/25/2009
 	
            108,167.38
 
	
            5/25/2009
 	
            6/25/2009
 	
            103,460.51
 
	
            6/25/2009
 	
            7/25/2009
 	
            98,972.38
 



 


 








 


 



	
            7/25/2009
 	
            8/25/2009
 	
            94,692.11
 
	
            8/25/2009
 	
            Termination Date
 	
            90,609.40
 



 


 


 



 


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      N

    


    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 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 

    


    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

            	
              Primary
                Servicer

            	
              Master
                Servicer

            	
              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

            	 	 
	
              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

            	 	
              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
      O

    


    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, (iii) the
                Servicer as to the Sponsor and 1110(b) originator or (iv) the Depositor
                as
                to any 1100(d)(1) 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

            	
              Trust
                Administrator

            
	
              6

            	
              Significant
                Obligors of Pool Assets

            	 
	
              Item
                1112(b) - Significant
                Obligor Financial Information*

            	
              N/A

            
	
              *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 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.
                Reg AB disclosure about any new enhancement provider is also
                required.

            	
              Depositor
                

            
	
              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 Reg 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 Trustee and Master Servicer as to the issuing entity, (iii) the
                Servicer as to the Sponsor and 1110(b) originator or (iv) the Depositor
                as
                to any 1100(d)(1) party

            
	
              Item
                1122 - Assessment of Compliance with Servicing
                Criteria

            	
              Servicer,
                Master Servicer, Trust Administrator, Custodian

            
	
              Item
                1123 -Servicer Compliance Statement

            	
              Master
                Servicer, Servicer, Trust
                Administrator

            


    

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


    EXHIBIT
      P

    


    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,
      Ocwen Loan Servicing, LLC 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
      Q-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

            


    

     

     

    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

            


    

    


    


     

    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
                Q-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
      Q-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. 

    1.  

     

    2.  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.

     

    3.  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

     

    Previously
      Filed


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    SCHEDULE
      2

     

    PREPAYMENT
      CHARGE SCHEDULE

     

    Available
      Upon Request