Unassociated Document


    BEAR
      STEARNS ARM TRUST 2006-1

     

    Issuing
      Entity

     

    WELLS
      FARGO BANK, N.A.

     

    Securities
      Administrator

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION

     

    Indenture
      Trustee

     

    
      	 	 	 


    

     

    INDENTURE

     

    Dated
      as
      of February 28, 2006

    
      	 	
            	 


    

     

    MORTGAGE-BACKED
      NOTES

    
      	 	 	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF
      CONTENTS

     

     

    
      	
              ARTICLE
                I

            
	
              DEFINITIONS

            
	 	 
	
              Section
                1.01

            	
              Definitions

            
	
              Section
                1.02

            	
              Incorporation
                by Reference of Trust Indenture Act

            
	
              Section
                1.03

            	
              Rules
                of Construction

            
	 	 
	
              ARTICLE
                II

            
	
              ORIGINAL
                ISSUANCE OF NOTES

            
	 	 
	
              Section
                2.01

            	
              Form

            
	
              Section
                2.02

            	
              Execution,
                Authentication and Delivery

            
	 	 
	
              ARTICLE
                III

            
	
              COVENANTS

            
	 	 
	
              Section
                3.01

            	
              Payment
                Account

            
	
              Section
                3.02

            	
              Existence

            
	
              Section
                3.03

            	
              Payment
                of Principal and Interest

            
	
              Section
                3.04

            	
              Protection
                of Trust Estate

            
	
              Section
                3.05

            	
              Opinions
                as to Trust Estate

            
	
              Section
                3.06

            	
              Performance
                of Obligations.

            
	
              Section
                3.07

            	
              Negative
                Covenants

            
	
              Section
                3.08

            	
              Annual
                Statement as to Compliance

            
	
              Section
                3.09

            	
              [Reserved].

            
	
              Section
                3.10

            	
              Representations
                and Warranties Concerning the Mortgage Loans

            
	
              Section
                3.11

            	
              Investment
                Company Act

            
	
              Section
                3.12

            	
              Issuing
                Entity May Consolidate, etc

            
	
              Section
                3.14

            	
              No
                Other Business

            
	
              Section
                3.15

            	
              No
                Borrowing

            
	
              Section
                3.16

            	
              Guarantees,
                Loans, Monthly Advances and Other Liabilities

            
	
              Section
                3.17

            	
              Capital
                Expenditures

            
	
              Section
                3.18

            	
              Determination
                of Note Index

            
	
              Section
                3.19

            	
              Restricted
                Payments

            
	
              Section
                3.20

            	
              Notice
                of Events of Default

            
	
              Section
                3.21

            	
              Further
                Instruments and Acts

            
	
              Section
                3.22

            	
              Reserved.

            
	
              Section
                3.23

            	
              Certain
                Representations Regarding the Trust Estate

            
	
              Section
                3.24

            	
              Allocation
                of Realized Losses

            
	
              Section
                3.25

            	
              Permitted
                Withdrawals and Transfers from the Payment Account

            
	 	 
	
              ARTICLE
                IV

            
	
              THE
                NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

            
	 	 
	
              Section
                4.01

            	
              The
                Notes

            
	
              Section
                4.02

            	
              Registration
                of and Limitations on Transfer and Exchange of Notes; Appointment
                of Note
                Registrar and Certificate Registrar

            
	
              Section
                4.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Notes

            
	
              Section
                4.04

            	
              Persons
                Deemed Owners

            
	
              Section
                4.05

            	
              Cancellation

            
	
              Section
                4.06

            	
              Book-Entry
                Notes

            
	
              Section
                4.07

            	
              Notices
                to Depository

            
	
              Section
                4.08

            	
              Definitive
                Notes

            
	
              Section
                4.09

            	
              Tax
                Treatment

            
	
              Section
                4.10

            	
              Satisfaction
                and Discharge of Indenture

            
	
              Section
                4.11

            	
              Application
                of Trust Money

            
	
              Section
                4.12

            	
              [Reserved].

            
	
              Section
                4.13

            	
              Repayment
                of Monies Held by Paying Agent

            
	
              Section
                4.14

            	
              Temporary
                Notes

            
	
              Section
                4.15

            	
              ERISA
                Treatment

            
	 	 
	
              ARTICLE
                V

            
	
              DEFAULT
                AND REMEDIES

            
	 	 
	
              Section
                5.01

            	
              Events
                of Default

            
	
              Section
                5.02

            	
              Acceleration
                of Maturity; Rescission and Annulment

            
	
              Section
                5.03

            	
              Collection
                of Indebtedness and Suits for Enforcement by Indenture
                Trustee

            
	
              Section
                5.04

            	
              Remedies;
                Priorities

            
	
              Section
                5.05

            	
              Optional
                Preservation of the Trust Estate

            
	
              Section
                5.06

            	
              Limitation
                of Suits

            
	
              Section
                5.07

            	
              Unconditional
                Rights of Noteholders To Receive Principal and Interest

            
	
              Section
                5.08

            	
              Restoration
                of Rights and Remedies

            
	
              Section
                5.09

            	
              Rights
                and Remedies Cumulative

            
	
              Section
                5.10

            	
              Delay
                or Omission Not a Waiver

            
	
              Section
                5.11

            	
              Control
                By Noteholders

            
	
              Section
                5.12

            	
              Waiver
                of Past Defaults

            
	
              Section
                5.13

            	
              Undertaking
                for Costs

            
	
              Section
                5.14

            	
              Waiver
                of Stay or Extension Laws

            
	
              Section
                5.15

            	
              Sale
                of Trust Estate

            
	
              Section
                5.16

            	
              Action
                on Notes

            
	 	 
	
              ARTICLE
                VI

            
	
              THE
                INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR

            
	 	 
	
              Section
                6.01

            	
              Duties
                of Indenture Trustee and Securities Administrator

            
	
              Section
                6.02

            	
              Rights
                of Indenture Trustee and Securities Administrator

            
	
              Section
                6.03

            	
              Individual
                Rights of Indenture Trustee

            
	
              Section
                6.04

            	
              [Reserved].

            
	
              Section
                6.05

            	
              Indenture
                Trustee’s and Securities Administrator’s Disclaimer

            
	
              Section
                6.06

            	
              Notice
                of Event of Default

            
	
              Section
                6.07

            	
              Reports
                to Holders and Tax Administration

            
	
              Section
                6.08

            	
              Compensation

            
	
              Section
                6.09

            	
              Replacement
                of Indenture Trustee and the Securities Administrator

            
	
              Section
                6.10

            	
              Successor
                Indenture Trustee and Securities Administrator by
                Merger

            
	
              Section
                6.11

            	
              Appointment
                of Co-Indenture Trustee or Separate Indenture Trustee

            
	
              Section
                6.12

            	
              Eligibility;
                Disqualification

            
	
              Section
                6.13

            	
              [Reserved]

            
	
              Section
                6.14

            	
              Representations
                and Warranties

            
	
              Section
                6.15

            	
              Directions
                to Indenture Trustee and the Securities Administrator.

            
	
              Section
                6.16

            	
              The
                Agents

            
	 	 
	
              ARTICLE
                VII

            
	
              NOTEHOLDERS’
                LISTS AND REPORTS

            
	 	 
	
              Section
                7.01

            	
              Issuing
                Entity To Furnish Securities Administrator Trustee Names and Addresses
                of
                Noteholders

            
	
              Section
                7.02

            	
              Preservation
                of Information; Communications to Noteholders

            
	
              Section
                7.03

            	
              Financial
                Information

            
	
              Section
                7.04

            	
              Statements
                to Noteholders

            
	 	 
	
              ARTICLE
                VIII

            
	
              ACCOUNTS,
                DISBURSEMENTS AND RELEASES

            
	 	 
	
              Section
                8.01

            	
              Collection
                of Money

            
	
              Section
                8.02

            	
              Officer’s
                Certificate

            
	
              Section
                8.03

            	
              Termination
                Upon Distribution to Noteholders

            
	
              Section
                8.04

            	
              Termination
                Upon REMIC Conversion

            
	
              Section
                8.05

            	
              Release
                of Trust Estate

            
	
              Section
                8.06

            	
              Surrender
                of Notes Upon Final Payment or Receipt of REMIC
                Securities

            
	
              Section
                8.07

            	
              Optional
                Redemption of the Mortgage Loans

            
	 	 
	
              ARTICLE
                IX

            
	
              SUPPLEMENTAL
                INDENTURES

            
	 	 
	
              Section
                9.01

            	
              Supplemental
                Indentures Without Consent of Noteholders

            
	
              Section
                9.02

            	
              Supplemental
                Indentures With Consent of Noteholders

            
	
              Section
                9.03

            	
              Execution
                of Supplemental Indentures

            
	
              Section
                9.04

            	
              Effect
                of Supplemental Indenture

            
	
              Section
                9.05

            	
              Conformity
                with Trust Indenture Act

            
	
              Section
                9.06

            	
              Reference
                in Notes to Supplemental Indentures

            
	 	 
	
              ARTICLE
                X

            
	
              MISCELLANEOUS

            
	 	 
	
              Section
                10.01

            	
              Compliance
                Certificates and Opinions, etc

            
	
              Section
                10.02

            	
              Form
                of Documents Delivered to Indenture Trustee

            
	
              Section
                10.03

            	
              Acts
                of Noteholders

            
	
              Section
                10.04

            	
              Notices
                etc., to Indenture Trustee Issuing Entity, Securities Administrator
                and
                Rating Agencies

            
	
              Section
                10.05

            	
              Notices
                to Noteholders; Waiver

            
	
              Section
                10.06

            	
              Conflict
                with Trust Indenture Act

            
	
              Section
                10.07

            	
              Effect
                of Headings

            
	
              Section
                10.08

            	
              Successors
                and Assigns

            
	
              Section
                10.09

            	
              Separability

            
	
              Section
                10.10

            	
              Legal
                Holidays.

            
	
              Section
                10.11

            	
              GOVERNING
                LAW

            
	
              Section
                10.12

            	
              Counterparts

            
	
              Section
                10.13

            	
              Recording
                of Indenture

            
	
              Section
                10.14

            	
              Issuing
                Entity Obligation

            
	
              Section
                10.15

            	
              No
                Petition

            
	
              Section
                10.16

            	
              Inspection

            
	 	 
	
              ARTICLE
                XI

            
	
              TMP
                TRIGGER EVENT AND REMIC CONVERSION

            
	 	 
	
              Section
                11.01

            	
              Events
                to Occur Upon TMP Trigger Event

            


    

    


    


    
      	
              EXHIBITS

            	 
	 	 
	
              Exhibit
                A-1

            	
              Form
                of Class A Notes

            
	
              Exhibit
                A-2

            	
              Form
                of Class X Notes

            
	
              Exhibit
                A-3

            	
              Form
                of Class B Notes

            
	
              Exhibit
                B

            	
              Mortgage
                Loan Schedule

            
	
              Exhibit
                C

            	
              Form
                of Rule 144A Investment Representation Letter

            
	
              Exhibit
                D

            	
              Form
                of Transferee Letter

            
	
              Exhibit
                E

            	
              Form
                of Transferor Certificate

            
	
              Exhibit
                F

            	
              Form
                of Transferee Certificate (REIT)

            
	
              Exhibit
                G

            	
              Form
                of Lender Transferor Certificate

            
	
              Appendix
                A

            	
              Definitions

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    RECONCILIATION
      AND TIE BETWEEN TRUST INDENTURE

    ACT
      OF
      1939 AND INDENTURE PROVISIONS*

     

    Act
      Section     Indenture
      Section

    


    
      	
              Trust
                Indenture Act Section

            	
              Indenture
                Section

            
	 	 
	
              310(a)(1)

            	
              6.11

            
	
              (a)(2)

            	
              6.11

            
	
              (a)(3)

            	
              6.10

            
	
              (a)(4)

            	
              Not
                Applicable

            
	
              (a)(5)

            	
              6.11

            
	
              (b)

            	
              6.08,
                6.11

            
	
              (c)

            	
              Not
                Applicable

            
	
              311(a) 

            	
              6.12

            
	
              (b)

            	
              6.12

            
	
              (c)

            	
              Not
                Applicable

            
	
              312(a) 

            	
              7.01,
                7.02(a)

            
	
              (b)

            	
              7.02(b)

            
	
              (c)

            	
              7.02(c)

            
	
              313(a) 

            	
              Not
                Applicable

            
	
              (b)

            	
              Not
                Applicable

            
	
              (c)

            	
              Not
                Applicable

            
	
              (d)

            	
              Not
                Applicable

            
	
              314(a) 

            	
              3.10

            
	
              (b)

            	
              3.07

            
	
              (c)(1)

            	
              8.05(c),
                10.01(a)

            
	
              (c)(2)

            	
              8.05(c),
                10.01(a)

            
	
              (c)(3)

            	
              Not
                Applicable 

            
	
              (d)(1)

            	
              8.05(c),
                10.01(b)

            
	
              (d)(2)

            	
              8.05(c),
                10.01(b)

            
	
              (d)(3)

            	
              8.05(c),
                10.01(b)

            
	
              (e)

            	
              10.01(a)

            
	
              315(a) 

            	
              6.01(b)

            
	
              (b)

            	
              6.05

            
	
              (c)

            	
              6.01(a)

            
	
              (d)

            	
              6.01(c)

            
	
              (d)(1)

            	
              6.01(c)

            
	
              (d)(2)

            	
              6.01(c)

            
	
              (d)(3)

            	
              6.01(c)

            
	
              (e)

            	
              5.13

            
	
              316(a)(1)(A) 

            	
              5.11

            
	
              316(a)(1)(B) 

            	
              5.12

            
	
              316(a)(2) 

            	
              Not
                Applicable

            
	
              316(b) 

            	
              5.07

            
	
              317(a)(1) 

            	
              5.04

            
	
              317(a)(2) 

            	
              5.03(d)

            
	
              317(b) 

            	
              3.03(a)(i)

            
	
              318(a) 

            	
              10.07

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    This
      Indenture, dated as of February 28, 2006, is entered into among Bear Stearns
      ARM
      Trust 2006-1, a Delaware statutory trust, as Issuing Entity (the “Issuing
      Entity”), Wells Fargo Bank, N.A., as Securities Administrator (the “Securities
      Administrator”) and U.S. Bank National Association, as Indenture Trustee (the
“Indenture Trustee”). 

     

    WITNESSETH
      THAT:

     

    Each
      party hereto agrees as follows for the benefit of the other party and for the
      equal and ratable benefit of the Holders of the Issuing Entity’s Mortgage-Backed
      Notes, Series 2006-1 (the “Notes”).

     

    GRANTING
      CLAUSE

     

    The
      Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date,
      as
      trustee for the benefit of the Holders of the Notes, all of the Issuing Entity's
      right, title and interest in and to, whether now existing or hereafter created,
      (a) the Mortgage Loans and Substitute Mortgage Loans and the proceeds thereof
      and all rights under the Related Documents; (b) all funds on deposit from time
      to time in the Master Servicer Collection Account, excluding any investment
      income from such funds; (c) all
      funds
      on deposit from time to time in the Payment Account and in all proceeds thereof;
      (d) any
      REO
      Property; (e) all rights under (I) the Mortgage Loan Purchase Agreement as
      assigned to the Issuing Entity, with respect to the Mortgage Loans as assigned
      to the Issuing Entity, (II) the Required Insurance Policies and any amounts
      paid
      or payable by the insurer under any Insurance Policy (to the extent the
      mortgagee has a claim thereto) and (III) the rights with respect to the Wells
      Fargo Servicing Agreement, as assigned to the Issuing Entity by the Assignment
      Agreement; and (f) all present and future claims, demands, causes and choses
      in
      action in respect of any or all of the foregoing and all payments on or under,
      and all proceeds of every kind and nature whatsoever in respect of, any or
      all
      of the foregoing and all payments on or under, and all proceeds of every kind
      and nature whatsoever in the conversion thereof, voluntary or involuntary,
      into
      cash or other liquid property, all cash proceeds, accounts, accounts receivable,
      notes, drafts, acceptances, checks, deposit accounts, rights to payment of
      any
      and every kind, and other forms of obligations and receivables, instruments
      and
      other property which at any time constitute all or part of or are included
      in
      the proceeds of any of the foregoing (collectively, the "Trust Estate" or the
      "Collateral"). 

     

    The
      foregoing Grant is made in trust to secure the payment of principal of and
      interest on, and any other amounts owing in respect of, the Notes, subject
      to
      the priority set forth herein, and to secure compliance with the provisions
      of
      this Indenture, all as provided in this Indenture.

     

    The
      Indenture Trustee, as trustee on behalf of the Holders of the Notes,
      acknowledges such Grant, accepts the trust under this Indenture in accordance
      with the provisions hereof and each of the Indenture Trustee and the Securities
      Administrator agree to perform their respective duties as Indenture Trustee
      and
      Securities Administrator as required herein.

     

    In
      connection with REMIC Conversion, the Issuing Entity, concurrently with the
      execution and delivery of the new REMIC Class A Indenture and new Underlying
      REMIC Trust Pooling and Servicing Agreement and the transfer by the Depositor
      of
      the same, shall transfer and assign to the Underlying REMIC Trust without
      recourse all its right, title and interest in and to the Collateral then
      remaining in the Trust Estate for the benefit of the holders of the REMIC
      Certificates. At such time, the Issuing Entity shall also Grant to the Indenture
      Trustee all of the Issuing Entity’s right, title and interest in and to the
      REMIC Class A Certificates for the benefit of the holders of the REMIC Class
      A
      Notes and the new certificate then issued by the Issuing Entity representing
      the
      residual interest in the REMIC elected by the Issuing Entity. The Indenture
      Trustee shall declare that it holds and will hold the same in trust for the
      exclusive use and benefit of the holders of the REMIC Class A Notes and such
      new
      residual certificate.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01 Definitions.
      For all
      purposes of this Indenture, except as otherwise expressly provided herein or
      unless the context otherwise requires, capitalized terms not otherwise defined
      herein shall have the meanings assigned to such terms in the Definitions
      attached hereto as Appendix A which is incorporated by reference herein. All
      other capitalized terms used herein shall have the meanings specified
      herein.

     

    Section
      1.02 Incorporation
      by Reference of Trust Indenture Act.
      Whenever this Indenture refers to a provision of the Trust Indenture Act (the
      “TIA”), the provision is incorporated by reference in and made a part of this
      Indenture. The following TIA terms used in this Indenture have the following
      meanings:

     

    “Commission”
      means the Securities and Exchange Commission.

     

    “indenture
      securities” means the Notes.

     

    “indenture
      security holder” means a Noteholder.

     

    “indenture
      to be qualified” means this Indenture.

     

    “indenture
      trustee” or “institutional trustee” means the Indenture Trustee.

     

    “obligor”
      on the indenture securities means the Issuing Entity and any other obligor
      on
      the indenture securities.

     

    All
      other
      TIA terms used in this Indenture that are defined by the TIA, defined by TIA
      reference to another statute or defined by Commission rules have the meanings
      assigned to them by such definitions.

     

    Section
      1.03 Rules
      of Construction.
      Unless
      the context otherwise requires:

     

    (i) a
      term
      has the meaning assigned to it;

     

    (ii) an
      accounting term not otherwise defined has the meaning assigned to it in
      accordance with generally accepted accounting principles as in effect from
      time
      to time;

     

    (iii) “or”
is
      not exclusive;

     

    (iv) “including”
      means including without limitation;

     

    (v) words
      in
      the singular include the plural and words in the plural include the singular;
      and

     

    (vi) any
      agreement, instrument or statute defined or referred to herein or in any
      instrument or certificate delivered in connection herewith means such agreement,
      instrument or statute as from time to time amended, modified or supplemented
      and
      includes (in the case of agreements or instruments) references to all
      attachments thereto and instruments incorporated therein; references to a Person
      are also to its permitted successors and assigns.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      II

     

    ORIGINAL
      ISSUANCE OF NOTES

     

    Section
      2.01 Form.
      The
      Class A-1, Class A-2, Class A-3, Class A-4, Class X, Class B-1, Class B-2,
      Class
      B-3, Class B-4, Class B-5 and Class B-6 Notes, together with the Securities
      Administrator’s certificate of authentication, shall be in substantially the
      form set forth in Exhibits A-1, A-2 and A-3 to this Indenture, respectively,
      with such appropriate insertions, omissions, substitutions and other variations
      as are required or permitted by this Indenture.

     

    The
      Notes
      shall be typewritten, printed, lithographed or engraved or produced by any
      combination of these methods (with or without steel engraved
      borders).

     

    The
      terms
      of the Notes set forth in Exhibits A-1, A-2 and A-3 to this Indenture are part
      of the terms of this Indenture.

     

    Section
      2.02 Execution,
      Authentication and Delivery.
      The
      Notes shall be executed on behalf of the Issuing Entity by any of its Authorized
      Officers. The signature of any such Authorized Officer on the Notes may be
      manual or facsimile.

     

    Notes
      bearing the manual or facsimile signature of individuals who were at any time
      Authorized Officers of the Issuing Entity shall bind the Issuing Entity,
      notwithstanding that such individuals or any of them have ceased to hold such
      offices prior to the authentication and delivery of such Notes or did not hold
      such offices at the date of such Notes.

     

    The
      Securities Administrator shall upon Issuer Request authenticate and deliver
      each
      Class of Notes for original issue in an aggregate initial principal amount
      equal
      to the Initial Note Principal Balance or Initial Notional Amount, as applicable,
      for such Class of Notes.

     

    Each
      of
      the Notes shall be dated the date of its authentication. The Class A-1, Class
      A-2, Class A-3 and Class A-4 Notes shall be issuable as registered Notes in
      book-entry form and the Notes shall be issuable in the minimum initial Note
      Principal Balances of $100,000 and in integral multiples of $1 in excess
      thereof. The Class X Notes shall be issuable as registered Notes in physical
      form and the Notes shall be issuable in the minimum initial Notional Amount
      of
      $100,000 and in integral multiples of $1 in excess thereof. The Class B-1,
      Class
      B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Notes shall be issuable
      as
      registered Notes in physical form and the Notes shall be issuable in the minimum
      initial Note Principal Balances or Notional Amounts, as applicable, of $100,000
      and in integral multiples of $1 in excess thereof.

     

    No
      Note
      shall be entitled to any benefit under this Indenture or be valid or obligatory
      for any purpose, unless there appears on such Note a certificate of
      authentication substantially in the form provided for herein executed by the
      Securities Administrator by the manual signature of one of its authorized
      signatories, and such certificate upon any Note shall be conclusive evidence,
      and the only evidence, that such Note has been duly authenticated and delivered
      hereunder.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      III

     

    COVENANTS

     

    Section
      3.01 Payment
      Account.
      On
      or
      prior to the Closing Date, the Issuing Entity shall cause the Securities
      Administrator to establish and maintain, in the name of the Securities
      Administrator, for the benefit of the Noteholders and the Certificate Paying
      Agent, on behalf of the Certificateholder, the Payment Account.

     

    (b) The
      Securities Administrator shall, subject to the terms of this paragraph, deposit
      in the Payment Account, on the same day as it is received from the Master
      Servicer, each remittance received by the Securities Administrator on each
      Payment Date. On each Payment Date, the Securities Administrator shall
      distribute all amounts on deposit in the Payment Account (other than amounts
      payable to the Holder of the Trust Certificates) to Noteholders in respect
      of
      the Notes, and in its capacity as Certificate Paying Agent, to the
      Certificateholder in the order of priority set forth in Section 3.03 (except
      as
      otherwise provided in Section 5.04(b)).

     

    (c) All
      monies deposited from time to time in the Payment Account pursuant to the Sale
      and Servicing Agreement and all deposits therein pursuant to this Indenture
      are
      for the benefit of the Noteholders and the Certificate Paying Agent, on behalf
      of the Certificateholder.

     

    Section
      3.02 Existence.
      The
      Issuing Entity will keep in full effect its existence, rights and franchises
      as
      a statutory trust under the laws of the State of Delaware (unless it becomes,
      or
      any successor Issuing Entity hereunder is or becomes, organized under the laws
      of any other state or of the United States of America, in which case the Issuing
      Entity will keep in full effect its existence, rights and franchises under
      the
      laws of such other jurisdiction) and will obtain and preserve its qualification
      to do business in each jurisdiction in which such qualification is or shall
      be
      necessary to protect the validity and enforceability of this Indenture, the
      Notes and each other instrument or agreement included in the Trust
      Estate.

     

    Section
      3.03 Payment
      of Principal and Interest.
      (a) On
      each Payment Date, the Securities Administrator shall withdraw from the Payment
      Account the Available Funds for such Payment Date and make the following
      disbursements and transfers in the order of priority set forth below, in each
      case to the extent of Available Funds remaining for such Payment
      Date:

     

    
      	
              (I)

            	 


    

     

    
      	 	
              (A)

            	
              first,
                to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, on a
                pro rata
                basis, the Accrued Note Interest for each such Class for such Payment
                Date;

            


    

     

    
      	 	
              (B)

            	
              second,
                to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in reduction
                of the Note Principal Balances thereof, the Senior Optimal Principal
                Amount for such Classes for such Payment Date, on a pro rata basis
                based
                on the Note Principal Balances thereof, until the Note Principal
                Balances
                thereof have been reduced to zero;

            


    

     

    
      	 	
              (C)

            	
              third,
                to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, an amount
                equal to any Carryover Shortfall Amounts on each such Class for such
                Payment Date, on a pro rata basis based on the amount of Carryover
                Shortfall Amounts for each such Class;
                and

            


    

     

    
      	 	
              (D)

            	
              fourth,
                to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, an amount
                equal to any previously allocated Realized Losses, on a pro rata
                basis
                based on the amount of Realized Losses previously allocated to each
                such
                Class.

            


    

     

    
      	
              (II)

            	
              On
                each Payment Date, the Available Funds remaining after the payments
                made
                in clause (I) above for such Payment Date shall be distributed as
                follows:

            


    

     

    
      	 	
              (A)

            	
              first,
                to the Class X Notes, in an amount equal to the Accrued Note Interest
                on
                such Class for such Payment Date (subject to Net Interest Shortfalls
                allocated to such Class), to the extent of the remaining Interest
                Funds
                for such Payment Date;

            


    

     

    
      	 	
              (B)

            	
              second,
                sequentially to the Class B-1, Class B-2, Class B-3, Class B-4, Class
                B-5
                and Class B-6 Notes, in that order, up to an amount equal to and
                in the
                following order with respect to each such Class: (a) the Accrued
                Note
                Interest thereon for such Payment Date (subject to Net Interest Shortfalls
                allocated to such Class) to the extent of any remaining Interest
                Funds for
                such Payment Date; (b) any Accrued Note Interest thereon remaining
                undistributed from previous Payment Dates, with accrued interest
                thereon,
                to the extent of any remaining Interest Funds for such Payment Date;
                and
                (c) such Class’s Allocable Share of the Subordinate Optimal Principal
                Amount for such Payment Date, in each case to the extent of any remaining
                Principal Funds and until the Note Principal Balance thereof has
                been
                reduced to zero; and

            


    

     

    
      	 	
              (C)

            	
              third,
                to the Certificate Paying Agent for distribution to the Trust Certificate
                as set forth in the Trust
                Agreement.

            


    

     

    (b) No
      Accrued Note Interest will be payable with respect to any Class of Notes after
      the Payment Date on which the Note Principal Balance or Notional Amount of
      such
      Note has been reduced to zero.

     

    (c) [Reserved].

     

    (d) Each
      distribution with respect to a Book-Entry Note 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 Note 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 Note Owners that it
      represents. None of the Securities Administrator, the Note Registrar, the Paying
      Agent, the Depositor or the Master Servicer shall have any responsibility
      therefor.

     

    (e) On
      each
      Payment Date, the Certificate Paying Agent shall deposit in the Certificate
      Distribution Account all amounts it received pursuant to this Section 3.03
      for
      the purpose of distributing such funds to the Certificateholders. The
      Certificate Paying Agent shall make distributions to the Certificateholders
      under the Trust Agreement as directed by the Securities Administrator
      hereunder.

     

    (f) Any
      installment of interest or principal, if any, payable on any Note that is
      punctually paid or duly provided for by the Issuing Entity on the applicable
      Payment Date shall, if such Holder shall have so requested at least five
      Business Days prior to the related Record Date, be paid to each Holder of record
      on the preceding Record Date, by wire transfer to an account specified in
      writing by such Holder as of the preceding Record Date or in all other cases
      or
      if no such instructions have been delivered to the Securities Administrator,
      by
      check to such Noteholder mailed to such Holder’s address as it appears in the
      Note Register in the amount required to be distributed to such Holder on such
      Payment Date pursuant to such Holder’s Notes; provided, however, that the
      Securities Administrator shall not pay to such Holders any amount required
      to be
      withheld from a payment to such Holder by the Code.

     

    (g) The
      Note
      Principal Balance of each Note shall be due and payable in full on the Final
      Scheduled Payment Date for such Note as provided in the forms of Note set forth
      in Exhibits A-1, A-2 and A-3 to this Indenture. All principal payments on the
      Notes shall be made to the Noteholders entitled thereto in accordance with
      the
      Percentage Interests represented by such Notes. Upon notice to the Securities
      Administrator by the Issuing Entity, the Securities Administrator shall notify
      the Person in whose name a Note is registered at the close of business on the
      Record Date preceding the Final Scheduled Payment Date or other final Payment
      Date (including any final Payment Date resulting from any redemption pursuant
      to
      Section 8.06 hereof). Such notice shall to the extent practicable be mailed
      no
      later than five Business Days prior to such Final Scheduled Payment Date or
      other final Payment Date and shall specify that payment of the principal amount
      and any interest due with respect to such Note at the Final Scheduled Payment
      Date or other final Payment Date will be payable only upon presentation and
      surrender of such Note and shall specify the place where such Note may be
      presented and surrendered for such final payment. No interest shall accrue
      on
      the Notes on or after the Final Scheduled Payment Date or any such other final
      Payment Date.

     

    Section
      3.04 Protection
      of Trust Estate.
      The
      Issuing Entity will from time to time prepare, execute and deliver all such
      supplements and amendments hereto and all such financing statements,
      continuation statements, instruments of further assurance and other instruments,
      and will take such other action necessary or advisable to:

     

    (i) maintain
      or preserve the lien and security interest (and the priority thereof) of this
      Indenture or carry out more effectively the purposes hereof;

     

    (ii) perfect,
      publish notice of or protect the validity of any Grant made or to be made by
      this Indenture;

     

    (iii) cause
      the
      Issuing Entity or the Indenture Trustee to enforce any of the rights to the
      Mortgage Loans;
      or

     

    (iv) preserve
      and defend title to the Trust Estate and the rights of the Indenture Trustee
      and
      the Noteholders in such Trust Estate against the claims of all persons and
      parties.

     

    (b) Except
      as
      otherwise provided in this Indenture, the Indenture Trustee shall not remove
      or
      permit the Custodian to remove any portion of the Trust Estate that consists
      of
      money or is evidenced by an instrument, certificate or other writing from the
      jurisdiction in which it was held at the date of the most recent Opinion of
      Counsel delivered pursuant to Section 3.05 hereof (or from the jurisdiction
      in
      which it was held as described in the Opinion of Counsel delivered on the
      Closing Date pursuant to Section 3.05(a) hereof, if no Opinion of Counsel has
      yet been delivered pursuant to Section 3.05(b) hereof), unless the Indenture
      Trustee shall have first received an Opinion of Counsel to the effect that
      the
      lien and security interest created by this Indenture with respect to such
      property will continue to be maintained after giving effect to such action
      or
      actions.

     

    The
      Issuing Entity hereby designates the Indenture Trustee its agent and
      attorney-in-fact to sign any financing statement, continuation statement or
      other instrument required to be signed pursuant to this Section 3.04 upon the
      Issuing Entity’s preparation thereof and delivery to the Indenture
      Trustee.

     

    Section
      3.05 Opinions
      as to Trust Estate.
      On
      the
      Closing Date, the Issuing Entity shall furnish to the Indenture Trustee and
      the
      Owner Trustee an Opinion of Counsel either stating that, in the opinion of
      such
      counsel, such action has been taken with respect to the recording and filing
      of
      this Indenture, any indentures supplemental hereto, and any other requisite
      documents, and with respect to the execution and filing of any financing
      statements and continuation statements, as are necessary to perfect and make
      effective the lien and first priority security interest in the Collateral and
      reciting the details of such action, or stating that, in the opinion of such
      counsel, no such action is necessary to make such lien and first priority
      security interest effective.

     

    (b) On
      or
      before December 31st in each calendar year, beginning in 2007, the Issuing
      Entity shall furnish to the Indenture Trustee an Opinion of Counsel at the
      expense of the Issuing Entity either stating that, in the opinion of such
      counsel, such action has been taken with respect to the recording, filing,
      rerecording and refiling of this Indenture, any indentures supplemental hereto
      and any other requisite documents and with respect to the execution and filing
      of any financing statements and continuation statements as is necessary to
      maintain the lien and security interest in the Collateral and reciting the
      details of such action or stating that in the opinion of such counsel no such
      action is necessary to maintain such lien and security interest. Such Opinion
      of
      Counsel shall also describe the recording, filing, re-recording and refiling
      of
      this Indenture, any indentures supplemental hereto and any other requisite
      documents and the execution and filing of any financing statements and
      continuation statements that will, in the opinion of such counsel, be required
      to maintain the lien and security interest in the Collateral until December
      31
      in the following calendar year. 

     

    Section
      3.06 Performance
      of Obligations.
      c.
      The
      Issuing Entity will punctually perform and observe all of its obligations and
      agreements contained in this Indenture, the Basic Documents and in the
      instruments and agreements included in the Trust Estate.

     

    (b) The
      Issuing Entity may contract with other Persons to assist it in performing its
      duties under this Indenture, and any performance of such duties by a Person
      identified to the Indenture Trustee in an Officer’s Certificate of the Issuing
      Entity shall be deemed to be action taken by the Issuing Entity.

     

    (c) The
      Issuing Entity will not take any action or permit any action to be taken by
      others which would release any Person from any of such Person’s covenants or
      obligations under any of the documents relating to the Mortgage Loans or under
      any instrument included in the Trust Estate, or which would result in the
      amendment, hypothecation, subordination, termination or discharge of, or impair
      the validity or effectiveness of, any of the documents relating to the Mortgage
      Loans or any such instrument, except such actions as the Master Servicer is
      expressly permitted to take in the Wells Fargo Servicing Agreement.

     

    (d) The
      Issuing Entity may retain an administrator and may enter into contracts with
      other Persons for the performance of the Issuing Entity’s obligations hereunder,
      and performance of such obligations by such Persons shall be deemed to be
      performance of such obligations by the Issuing Entity.

     

    Section
      3.07 Negative
      Covenants.
      So long
      as any Notes are Outstanding or the Majority Certificateholder owns 100% of
      the
      Securities, the Issuing Entity shall not:

     

    (i) except
      as
      expressly permitted by this Indenture, sell, transfer, exchange or otherwise
      dispose of the Trust Estate.

     

    (ii) claim
      any
      credit on, or make any deduction from the principal or interest payable in
      respect of, the Notes (other than amounts properly withheld from such payments
      under the Code) or assert any claim against any present or former Noteholder,
      by
      reason of the payment of the taxes levied or assessed upon any part of the
      Trust
      Estate;

     

    (iii) (A)
      permit the validity or effectiveness of this Indenture to be impaired, or permit
      the lien of this Indenture to be amended, hypothecated, subordinated, terminated
      or discharged, or permit any Person to be released from any covenants or
      obligations with respect to the Notes under this Indenture except as may be
      expressly permitted hereby, (B) permit any lien, charge, excise, claim, security
      interest, mortgage or other encumbrance (other than the lien of this Indenture)
      to be created on or extend to or otherwise arise upon or burden the Trust Estate
      or any part thereof or any interest therein or the proceeds thereof or (C)
      permit the lien of this Indenture not to constitute a valid first priority
      security interest in the Trust Estate; or

     

    (iv) waive
      or
      impair, or fail to assert rights under, the Mortgage Loans, or impair or cause
      to be impaired the Issuing Entity’s interest in the Mortgage Loans, the Mortgage
      Loan Purchase Agreement or in any Basic Document, if any such action would
      materially and adversely affect the interests of the Noteholders.

     

    Section
      3.08 Annual
      Statement as to Compliance.
      The
      Issuing Entity will deliver to the Indenture Trustee, by March 1 of each year
      commencing with the calendar year 2007, an Officer’s Certificate stating, as to
      the Authorized Officer signing such Officer’s Certificate, that:

     

    (i) a
      review
      of the activities of the Issuing Entity during the previous calendar year and
      of
      its performance under this Indenture and the Trust Agreement has been made
      under
      such Authorized Officer’s supervision; and

     

    (ii) to
      the
      best of such Authorized Officer’s knowledge, based on such review, the Issuing
      Entity has complied with all conditions and covenants under this Indenture
      and
      the provisions of the Trust Agreement throughout such year, or, if there has
      been a default in its compliance with any such condition or covenant, specifying
      each such default known to such Authorized Officer and the nature and status
      thereof.

     

    Section
      3.09 [Reserved].

     

    Section
      3.10 Representations
      and Warranties Concerning the Mortgage Loans.
      The
      Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit of the
      representations and warranties made by the Mortgage Loan Seller in the Loan
      Sale
      Agreement concerning the Mortgage Loan Seller and Wells Fargo, as Seller under
      the Wells Fargo Servicing Agreement, and the Mortgage Loans to the same extent
      as though such representations and warranties were made directly to the
      Indenture Trustee. If a Responsible Officer of the Indenture Trustee has actual
      knowledge of any breach of any representation or warranty made by the Mortgage
      Loan Seller in the Loan Sale Agreement, the Indenture Trustee shall promptly
      notify the Mortgage Loan Seller, or Wells Fargo in the alternative, of such
      finding and of the Mortgage Loan Seller’s or Wells Fargo’s obligation, as
      applicable, to cure such defect or repurchase or substitute for the related
      Mortgage Loan. 

     

    Section
      3.11 Investment
      Company Act.
      The
      Issuing Entity shall not become an “investment company” or be under the
“control” of an “investment company” as such terms are defined in the Investment
      Company Act of 1940, as amended (or any successor or amendatory statute), and
      the rules and regulations thereunder (taking into account not only the general
      definition of the term “investment company” but also any available exceptions to
      such general definition); provided, however, that the Issuing Entity shall
      be in
      compliance with this Section 3.11 if it shall have obtained an order exempting
      it from regulation as an “investment company” so long as it is in compliance
      with the conditions imposed in such order.

     

    Section
      3.12 Issuing
      Entity May Consolidate, etc.
      The
      Issuing Entity shall not consolidate or merge with or into any other Person,
      unless:

     

    (i) the
      Person (if other than the Issuing Entity) formed by or surviving such
      consolidation or merger shall be a Person organized and existing under the
      laws
      of the United States of America or any state or the District of Columbia and
      shall expressly assume, by an indenture supplemental hereto, executed and
      delivered to the Indenture Trustee, in form reasonably satisfactory to the
      Indenture Trustee, the due and punctual payment of the principal of and interest
      on all Notes, and all amounts payable to the Indenture Trustee and the
      Securities Administrator, the payment to the Certificate Paying Agent of all
      amounts due to the Certificateholders, and the performance or observance of
      every agreement and covenant of this Indenture on the part of the Issuing Entity
      to be performed or observed, all as provided herein;

     

    (ii) immediately
      after giving effect to such transaction, no Default or Event of Default shall
      have occurred and be continuing;

     

    (iii) each
      of
      the Rating Agencies shall have notified the Issuing Entity that such transaction
      shall not cause the rating of the Notes to be reduced, qualified, suspended
      or
      withdrawn or to be considered by either Rating Agency to be below investment
      grade;

     

    (iv) the
      Issuing Entity shall have received an Opinion of Counsel (and shall have
      delivered a copy thereof to the Indenture Trustee and the Securities
      Administrator) to the effect that such transaction will not (A) result in a
      “significant modification” of the Class A-1, Class A-2, Class A-3 and Class A-4
      Notes or any other classes of Notes with respect to which a “will be debt”
opinion has been rendered by nationally recognized tax counsel and furnished
      to
      the Securities Administrator under Treasury Regulation Section 1.1001-3, or
      adversely affect the indebtedness status of such Notes and (B) cause the Trust
      to be subject to an entity level tax for federal income tax
      purposes;

     

    (v) any
      action that is necessary to maintain the lien and security interest created
      by
      this Indenture shall have been taken; 

     

    (vi) the
      Issuing Entity shall have delivered to the Indenture Trustee an Officer’s
      Certificate and an Opinion of Counsel each stating that such consolidation
      or
      merger and such supplemental indenture comply with this Article III and that
      all
      conditions precedent herein provided for or relating to such transaction have
      been complied with (including any filing required by the Exchange Act), and
      that
      such supplemental indenture is enforceable.

     

    (b) The
      Issuing Entity shall not convey or transfer any of its properties or assets,
      including those included in the Trust Estate, to any Person,
      unless:

     

    (1) such
      conveyance or transfer is made in connection with a REMIC Conversion or


     

    (2) the
      following conditions are satisfied:

     

    (i) the
      Person that acquires by conveyance or transfer the properties and assets of
      the
      Issuing Entity, the conveyance or transfer of which is hereby restricted, shall
      (A) be a United States citizen or a Person organized and existing under the
      laws
      of the United States of America or any state thereof, (B) expressly assume,
      by
      an indenture supplemental hereto, executed and delivered to the Indenture
      Trustee, in form satisfactory to the Indenture Trustee, the due and punctual
      payment of the principal of and interest on all Notes and the performance or
      observance of every agreement and covenant of this Indenture on the part of
      the
      Issuing Entity to be performed or observed, all as provided herein, (C)
      expressly agree by means of such supplemental indenture that all right, title
      and interest so conveyed or transferred shall be subject and subordinate to
      the
      rights of the Holders of the Notes, (D) unless otherwise provided in such
      supplemental indenture, expressly agree to indemnify, defend and hold harmless
      the Issuing Entity and the Indenture Trustee against and from any loss,
      liability or expense arising under or related to this Indenture and the Notes
      and (E) expressly agree by means of such supplemental indenture that such Person
      (or if a group of Persons, then one specified Person) shall make all filings
      with the Commission (and any other appropriate Person) required by the Exchange
      Act in connection with the Notes;

     

    (ii) immediately
      after giving effect to such transaction, no Default or Event of Default shall
      have occurred and be continuing;

     

    (iii) each
      of
      the Rating Agencies shall have notified the Issuing Entity that such transaction
      shall not cause the ratings of the Notes to be reduced, qualified, suspended
      or
      withdrawn;

     

    (iv) the
      Issuing Entity shall have received an Opinion of Counsel (and shall have
      delivered a copy thereof to the Indenture Trustee) to the effect that such
      transaction will not (A) result in a “significant modification” of the Class
      A-1, Class A-2, Class A-3 and Class A-4 Notes or any other Classes of Notes
      with
      respect to which a “will be debt” opinion has been rendered by nationally
      recognized tax counsel and furnished to the Securities Administrator under
      Treasury Regulation Section 1.1001-3, or adversely affect the indebtedness
      status of such Notes, and (B) cause the Trust to be subject to an entity level
      tax for federal income tax purposes;

     

    (v) any
      action that is necessary to maintain the lien and security interest created
      by
      this Indenture shall have been taken; and

     

    (vi) the
      Issuing Entity shall have delivered to the Indenture Trustee an Officer’s
      Certificate and an Opinion of Counsel each stating that such conveyance or
      transfer and such supplemental indenture comply with this Article III and that
      all conditions precedent herein provided for relating to such transaction have
      been complied with (including any filing required by the Exchange
      Act).

     

    Section
      3.13 Successor
      or Transferee.
      Upon
      any
      consolidation or merger of the Issuing Entity in accordance with Section
      3.12(a), the Person formed by or surviving such consolidation or merger (if
      other than the Issuing Entity) shall, following the Issuing Entity’s
      satisfaction of all of the conditions precedent set forth therein with respect
      thereto, succeed to, and be substituted for, and may exercise every right and
      power of, the Issuing Entity under this Indenture with the same effect as if
      such Person had been named as the Issuing Entity herein.

     

    (b) Upon
      a
      conveyance or transfer of all the assets and properties of the Issuing Entity
      pursuant to Section 3.12(b), the Issuing Entity, following its satisfaction
      of
      all of the conditions precedent set forth herein with respect thereto, will
      be
      released from every covenant and agreement of this Indenture to be observed
      or
      performed on the part of the Issuing Entity with respect to the Notes
      immediately upon the delivery of written notice to the Indenture Trustee of
      such
      conveyance or transfer.

     

    Section
      3.14 No
      Other Business.
      The
      Issuing Entity shall not engage in any business other than as set forth with
      respect thereto in the Trust Agreement and other than financing, purchasing,
      owning and selling and managing the Mortgage Loans and the issuance of the
      Certificates in the manner contemplated by this Indenture and the Basic
      Documents and all activities incidental thereto.

     

    Section
      3.15 No
      Borrowing.
      The
      Issuing Entity shall not issue, incur, assume, guarantee or otherwise become
      liable, directly or indirectly, for any indebtedness except for the Notes under
      this Indenture.

     

    Section
      3.16 Guarantees,
      Loans, Monthly Advances and Other Liabilities.
      Except
      as contemplated by this Indenture or the Basic Documents, the Issuing Entity
      shall not make any loan or advance or credit to, or guarantee (directly or
      indirectly or by an instrument having the effect of assuring another’s payment
      or performance on any obligation or capability of so doing or otherwise),
      endorse or otherwise become contingently liable, directly or indirectly, in
      connection with the obligations, stocks or dividends of, or own, purchase,
      repurchase or acquire (or agree contingently to do so) any stock, obligations,
      assets or securities of, or any other interest in, or make any capital
      contribution to, any other Person.

     

    Section
      3.17 Capital
      Expenditures.
      The
      Issuing Entity shall not make any expenditure (by long-term or operating lease
      or otherwise) for capital assets (either realty or personalty).

     

    Section
      3.18 Determination
      of Note Index. 

     

    Annually,
      on each Interest Determination Date, the Securities Administrator will determine
      the One-Year U.S. Treasury Note Index for the next Interest Accrual Period
      for
      the Class A-1, Class A-2, Class A-3 and Class A-4 Notes.

     

    The
      establishment of the One-Year U.S. Treasury Note Index on each Interest
      Determination Date by the Securities Administrator and the Securities
      Administrator’s calculation of the rate of interest applicable to the Notes for
      the related Interest Accrual Period shall (in the absence of manifest error)
      be
      final and binding. 

     

    Section
      3.19 Restricted
      Payments.
      The
      Issuing Entity shall not, directly or indirectly, (i) pay any dividend or make
      any distribution (by reduction of capital or otherwise), whether in cash,
      property, securities or a combination thereof, to the Owner Trustee or any
      owner
      of a beneficial interest in the Issuing Entity or otherwise with respect to
      any
      ownership or equity interest or security in or of the Issuing Entity, (ii)
      redeem, purchase, retire or otherwise acquire for value any such ownership
      or
      equity interest or security or (iii) set aside or otherwise segregate any
      amounts for any such purpose; provided, however, that the Issuing Entity may
      make, or cause to be made, (x) distributions and payments to the Owner Trustee,
      the Indenture Trustee, the Securities Administrator, the Master Servicer, the
      Servicer, the Certificate Registrar, the Certificate Paying Agent, the
      Noteholders and the Certificateholders as contemplated by, and to the extent
      funds are available for such purpose under this Indenture and the Basic
      Documents and (y) payments to the Master Servicer pursuant to the Sale and
      Servicing Agreement and the Servicer pursuant to the terms of the Wells Fargo
      Servicing Agreement. The Issuing Entity will not, directly or indirectly, make
      payments to or distributions from the Master Servicer Collection Account or
      the
      Payment Account except in accordance with this Indenture and the Basic
      Documents.

     

    Section
      3.20 Notice
      of Events of Default.
      The
      Issuing Entity shall give the Indenture Trustee, the Securities Administrator
      and each Rating Agency prompt written notice of each Event of Default
      hereunder.

     

    Section
      3.21 Further
      Instruments and Acts.
      Upon
      request of the Indenture Trustee, the Issuing Entity will execute and deliver
      such further instruments and do such further acts as may be reasonably necessary
      or proper to carry out more effectively the purpose of this
      Indenture.

     

    Section
      3.22 Reserved.

     

    Section
      3.23 Certain
      Representations Regarding the Trust Estate. 

     

    (a) With
      respect to that portion of the Collateral described in clauses (a) through
      (c)
      of the definition of Trust Estate, the Issuing Entity represents to the
      Indenture Trustee that:

     

    (i) This
      Indenture creates a valid and continuing security interest (as defined in the
      applicable UCC) in the Collateral in favor of the Indenture Trustee, which
      security interest is prior to all other liens, and is enforceable as such as
      against creditors of and purchasers from the Issuing Entity.

     

    (ii) The
      Collateral constitutes “deposit accounts,” “instruments” or “certificated
      securities,” as applicable within the meaning of the applicable
      UCC.

     

    (iii) The
      Issuing Entity owns and has good and marketable title to the Collateral, free
      and clear of any lien, claim or encumbrance of any Person.

     

    (iv) The
      Issuing Entity has caused or will have caused, within ten days of the Closing
      Date, the filing of all appropriate financing statements in the proper filing
      office in the appropriate jurisdictions under applicable law in order to perfect
      the security interest in the Collateral granted to the Indenture Trustee
      hereunder.

     

    (v) Other
      than the security interest granted to the Indenture Trustee pursuant to this
      Indenture, or the conveyances that the Issuing Entity would be required to
      make
      at the time of a REMIC Conversion, the Issuing Entity has not pledged, assigned,
      sold, granted a security interest in, or otherwise conveyed any of the
      Collateral. The Issuing Entity has not authorized the filing of and is not
      aware
      of any financing statements against the Issuing Entity that include a
      description of collateral covering the Collateral other than any financing
      statement relating to the security interest granted to the Indenture Trustee
      hereunder or that has been terminated.

     

    (vi) The
      Collateral is not in the name of any Person other than the Issuing Entity or
      the
      Indenture Trustee. The Issuing Entity has in its possession all original copies
      of the security certificates that constitute or evidence the Collateral. The
      security certificates that constitute or evidence the Collateral do not have
      any
      marks or notations indicating that they have been pledged, assigned or otherwise
      conveyed to any Person other than the Indenture Trustee. The Issuing Entity
      has
      not consented to the bank maintaining the Collateral to comply with instructions
      of any Person other than the Indenture Trustee. 

     

    (vii) The
      foregoing representations may not be waived and shall survive the issuance
      of
      the Notes.

     

    Section
      3.24 Allocation
      of Realized Losses.
      On
      or
      prior to each Payment Date, the Master Servicer shall determine, based solely
      on
      information provided to it by the Servicer the amount of any Realized Loss
      in
      respect of each Mortgage Loan that occurred during the immediately preceding
      calendar month.

     

    (b) With
      respect to any Notes (other than the Class X Notes) on any Payment Date, the
      principal portion of each Realized Loss on a Mortgage Loan shall be allocated
      as
      follows:

     

    first,
      to the
      Class B-6 Notes until the Note Principal Balance thereof has been reduced to
      zero;

     

    second,
      to the
      Class B-5 Notes until the Note Principal Balance thereof has been reduced to
      zero;

     

    third,
      to the
      Class B-4 Notes until the Note Principal Balance thereof has been reduced to
      zero;

     

    fourth,
      to the
      Class B-3 Notes until the Note Principal Balance thereof has been reduced to
      zero;

     

    fifth,
      to the
      Class B-2 Notes until the Note Principal Balance thereof has been reduced to
      zero; 

     

    sixth,
      to the
      Class B-1 Notes until the Note Principal Balance thereof has been reduced to
      zero; 

     

    seventh,
      to the
      Class A-4 Notes until the Note Principal Balance thereof has been reduced to
      zero; and 

     

    eighth,
      to the
      Class A-1, Class A-2 and Class A-3 Notes, pro rata, in each case until the
      Note
      Principal Balance thereof has been reduced to zero, provided, however, that
      any
      Realized Losses otherwise allocable to the Class A-2 Notes will be allocated
      to
      the Class A-3 Notes until the Note Principal Balance thereof has been reduced
      to
      zero.

     

    (c) Notwithstanding
      the foregoing clause (b), no such allocation of any Realized Loss shall be
      made
      on a Payment Date to any Class or Classes of Notes to the extent that such
      allocation would result in the reduction of the aggregate Note Principal Balance
      of all of the Classes of Notes as of such Payment Date, after giving effect
      to
      all distributions and prior allocations of Realized Losses on such date, to
      an
      amount less than the aggregate Scheduled Principal Balance of the Mortgage
      Loans
      as of the related Due Date (such limitation, the “Loss Allocation
      Limitation”).

     

    (d) The
      principal portion of any Realized Losses allocated to a Class of Notes shall
      be
      allocated among the Notes of such Class (other than the Class X Notes) in
      proportion to their respective Note Principal Balances. Any allocation of
      Realized Losses shall be accomplished by reducing the Note Principal Balance
      of
      the Notes on the related Payment Date.

     

    (e) Realized
      Losses shall be allocated on the Payment Date in the month following the month
      in which such loss was incurred and, in the case of the principal portion
      thereof, after giving effect to distributions made on such Payment
      Date.

     

    (f) On
      each
      Payment Date, the Securities Administrator shall determine the Subordinate
      Writedown Amount. Any such Subordinate Writedown Amount shall effect a
      corresponding reduction in the Note Principal Balance of (i) with respect to
      the
      Subordinate Writedown Amount, if prior to the Cross-Over Date, the Class B-6,
      Class B-5, Class B-4, Class B-3, Class B-2 and Class B-1 Notes, in that order,
      and (ii) from and after the Cross-Over Date, to the Senior Notes, in accordance
      with priorities set forth in clause (b) above, in each case, on such Payment
      Date after giving effect to distributions made on such Payment
      Date.

     

    (g) The
      interest portion of any Realized Losses with respect to the Mortgage Loans
      occurring on or prior to the Cross-Over Date will be borne sequentially to
      the
      Class B-6, Class B-5, Class B-4, Class B-3, Class B-2, Class B-1 and Class
      X
      Notes, in that order. Once the aggregate Note Principal Balance or Notional
      Amount, as applicable, of the Subordinate Notes have been reduced to zero,
      the
      interest portion of Realized Losses on the Mortgage Loans will be allocated
      first to the Class A-4 Notes and then to the Class A-1, Class A-2 and Class
      A-3
      Notes, pro rata, in each case in reduction Accrued Note Interest on such Class;
      provided, however, any Realized Losses otherwise allocable to the Class A-2
      Notes will first be allocated to the Class A-3 Notes until the Note Principal
      Balance thereof is reduced to zero.

     

    (h) In
      addition, in the event that the Securities Administrator receives any Subsequent
      Recoveries from the Servicer or Master Servicer, the Securities Administrator
      shall deposit such funds into the Payment Account pursuant to Section 3.01
      of
      this Indenture. If, after taking into account such Subsequent Recoveries, the
      amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries
      will be applied to increase the Note Principal Balance of the Notes with the
      highest payment priority to which Realized Losses have been allocated, but
      not
      by more than the amount of Realized Losses previously allocated to that Class
      or
      Classes of Notes pursuant to this Section 3.24. The amount of any Subsequent
      Recoveries following the application set forth in the immediately preceding
      sentence will be applied to sequentially increase the Note Principal Balance
      of
      the Notes, beginning with the Class of Notes with the next highest payment
      priority, up to the amount of such Realized Losses previously allocated to
      such
      Class or Classes of Notes pursuant to this Section 3.24. Holders of such Notes
      will not be entitled to any payments in respect of Accrued Note Interest on
      the
      amount of such increases for any Interest Accrual Period preceding the Payment
      Date on which such increase occurs. Any such increases shall be applied to
      the
      Note Principal Balance of the Notes of such Class in accordance with its
      respective Percentage Interest.

     

    Section
      3.25 Permitted
      Withdrawals and Transfers from the Payment Account.
      The
      Securities Administrator will, from time to time on demand of the Master
      Servicer, make or cause to be made such withdrawals or transfers from the
      Payment Account as the Master Servicer has designated for such transfer or
      withdrawal pursuant to the Sale and Servicing Agreement or as the Securities
      Administrator has instructed hereunder for the following purposes (limited
      in
      the case of amounts due the Master Servicer to those not withdrawn from the
      Master Servicer Collection Account) but not in any order of
      priority:

     

    (i) to
      reimburse the Master Servicer or the Servicer for any Monthly Advance of its own
      funds, the right of the Master Servicer or the Servicer to reimbursement
      pursuant to this subclause (i) being limited to amounts received on a particular
      Mortgage Loan (including, for this purpose, the Repurchase Price therefor,
      Insurance Proceeds and Liquidation Proceeds) which represent late payments
      or
      recoveries of the principal of or interest on such Mortgage Loan respecting
      which such Monthly Advance was made;

     

    (ii) to
      reimburse the Master Servicer or the Servicer from Insurance Proceeds or
      Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended
      by the Master Servicer or such 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 or the 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 or the Servicer from
      Liquidation Proceeds from a particular Mortgage Loan for Liquidation Expenses
      incurred with respect to such Mortgage Loan; provided that the Master Servicer
      shall not be entitled to reimbursement for Liquidation Expenses with respect
      to
      a Mortgage Loan to the extent that (i) any amounts with respect to such Mortgage
      Loan were paid as Excess Liquidation Proceeds pursuant to clause (viii) of
      this
      Subsection 3.25 (a) to the Master Servicer; and (ii) such Liquidation Expenses
      were not included in the computation of such Excess Liquidation
      Proceeds;

     

    (iv) to
      reimburse the Master Servicer or the Servicer for advances of funds (other
      than
      Monthly 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 Repurchase Price
      therefor, Insurance Proceeds and Liquidation Proceeds) which represent late
      recoveries of the payments for which such advances were made;

     

    (v) to
      reimburse the Master Servicer or the Servicer for any Monthly Advance or
      advance, after a Realized Loss has been allocated with respect to the related
      Mortgage Loan if the Monthly Advance or advance has not been reimbursed pursuant
      to clauses (i) and (iv);

     

    (vi) to
      pay
      the Master Servicer as set forth in Section 3.13 of the Sale and Servicing
      Agreement; provided however, that the Master Servicer shall be obligated to
      pay
      from its own funds any amounts which it is required to pay under Section 5.03
      of
      the Sale and Servicing Agreement;

     

    (vii) to
      reimburse the Master Servicer for expenses, costs and liabilities incurred
      by
      and reimbursable to it pursuant to Sections 3.02, 5.04(c) and (d) of the Sale
      and Servicing Agreement, to the extent that the Master Servicer has not already
      reimbursed itself for such amounts from the Master Servicer Collection
      Account;

     

    (viii) to
      pay to
      the Master Servicer, as additional servicing compensation, any Excess
      Liquidation Proceeds to the extent not retained by the Servicer; 

     

    (ix) to
      reimburse or pay the Servicer any such amounts as are due thereto under the
      Wells Fargo Servicing Agreement and have not been retained by or paid to the
      Servicer, to the extent provided in the Wells Fargo Servicing Agreement;


     

    (x) to
      reimburse or pay the Indenture Trustee, the Owner Trustee, the Securities
      Administrator and the Master Servicer any amounts due or expenses, costs and
      liabilities incurred by or reimbursable to such Persons pursuant to this
      Indenture or any other Basic Documents, to the extent such amounts have not
      already been previously paid or reimbursed to such party from the Master
      Servicer Collection Account;

     

    (xi) to
      remove
      amounts deposited in error; and 

     

    (xii) 
      to pay
      to the Holder of the Trust Certificates any investment income due and payable
      to
      it pursuant to this Indenture.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      IV

     

    THE
      NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

     

    Section
      4.01 The
      Notes.
      Each
      Class of Class A-1, Class A-2, Class A-3 and Class A-4 Notes shall be registered
      in the name of a nominee designated by the Depository. Beneficial Owners will
      hold interests in the Class A-1, Class A-2, Class A-3 and Class A-4 Notes
      through the book-entry facilities of the Depository in minimum initial Note
      Principal Balances of $100,000 and integral multiples of $1 in excess thereof.
      Registered Holders will hold interests in the Class X Notes in physical form
      in
      minimum initial Notional Amount of $100,000 and integral multiples of $1 in
      excess thereof. Registered Holders will hold interests in the Class X, Class
      B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Notes in physical
      form in minimum initial Note Principal Balances of $100,000 and integral
      multiples of $1 in excess thereof.

     

    The
      Indenture Trustee and Securities Administrator may for all purposes (including
      the making of payments due on the Notes) deal with the Depository as the
      authorized representative of the Beneficial Owners with respect to the Notes
      for
      the purposes of exercising the rights of Holders of the Notes hereunder. Except
      as provided in the next succeeding paragraph of this Section 4.01, the rights
      of
      Beneficial Owners with respect to the Notes shall be limited to those
      established by law and agreements between such Beneficial Owners and the
      Depository and Depository Participants. Except as provided in Section 4.08
      hereof, Beneficial Owners shall not be entitled to definitive certificates
      for
      the Notes as to which they are the Beneficial Owners. Requests and directions
      from, and votes of, the Depository as Holder of the Notes shall not be deemed
      inconsistent if they are made with respect to different Beneficial Owners.
      The
      Securities Administrator may establish a reasonable record date in connection
      with solicitations of consents from or voting by Noteholders and give notice
      to
      the Depository of such record date. Without the consent of the Issuing Entity
      and the Securities Administrator, no Note may be transferred by the Depository
      except to a successor Depository that agrees to hold such Note for the account
      of the Beneficial Owners.

     

    In
      the
      event the Depository Trust Company resigns or is removed as Depository, the
      Depositor may appoint a successor Depository. If no successor Depository has
      been appointed within 30 days of the effective date of the Depository’s
      resignation or removal, each Beneficial Owner shall be entitled to certificates
      representing the Notes it beneficially owns in the manner prescribed in Section
      4.08.

     

    The
      Notes
      shall, on original issue, be executed on behalf of the Issuing Entity by the
      Owner Trustee, not in its individual capacity but solely as Owner Trustee,
      authenticated by the Securities Administrator and delivered by the Securities
      Administrator to or upon the order of the Issuing Entity.

     

    Section
      4.02 Registration
      of and Limitations on Transfer and Exchange of Notes; Appointment of Note
      Registrar and Certificate Registrar.
      The
      Issuing Entity shall cause to be kept at the Corporate Trust Office of the
      Securities Administrator a Note Register in which, subject to such reasonable
      regulations as it may prescribe, the Note Registrar shall provide for the
      registration of Notes and of transfers and exchanges of Notes as herein
      provided.

     

    Subject
      to the restrictions and limitations set forth below, upon surrender for
      registration of transfer of any Note at the Corporate Trust Office of the
      Securities Administrator, the Issuing Entity shall execute and the Note
      Registrar shall authenticate and deliver, in the name of the designated
      transferee or transferees, one or more new Notes in authorized initial Note
      Principal Balances evidencing the same Class and aggregate Percentage
      Interests.

     

    No
      transfer, sale, pledge or other disposition of any Privately Offered Note or
      interest therein shall be made unless that transfer, sale, pledge or other
      disposition is exempt from the registration and/or qualification requirements
      of
      the Securities Act and any applicable state securities laws, or is otherwise
      made in accordance with the Securities Act and such state securities laws.
      If a
      transfer of any Privately Offered Note is to be made without registration under
      the Securities Act (other than in connection with the initial issuance thereof
      or a transfer thereof to the Depositor or one of its Affiliates), then the
      Note
      Registrar shall refuse to register such transfer unless (i) it receives (and
      upon receipt, may conclusively rely upon) a certificate substantially in the
      form attached as Exhibit C hereto (provided, however, that in the case of the
      Book-Entry Notes, the Noteholder and the Noteholder’s prospective transferee
      will be deemed to have made the representations set forth in such certification)
      or (ii) (a) it receives a written Opinion of Counsel acceptable to and in form
      and substance satisfactory to the Note Registrar, the Securities Administrator
      and the Indenture Trustee that such transfer may be made pursuant to an
      exemption, describing the applicable exemption and the basis therefor, from
      the
      Securities Act and any applicable state securities laws or is being made
      pursuant to the Securities Act and any applicable state securities laws, which
      Opinion of Counsel shall not be an expense of the Issuing Entity, the
      Mortgage Loan Seller, the
      Seller, the Owner Trustee, the Indenture Trustee, the Securities Administrator,
      the Master Servicer or any Servicer and (b) the transferee executes a
      representation letter, substantially in the form of Exhibit D attached hereto,
      and transferor executes a representation letter, substantially in the form
      of
      Exhibit E hereto, each acceptable to and in form and substance satisfactory
      to
      the Note Registrar, the Securities Administrator and the Indenture Trustee
      certifying the facts surrounding such transfer, which representation letters
      shall not be an expense of the Issuing Entity, the Mortgage Loan Seller, the
      Seller, the Owner Trustee, the Indenture Trustee, the Securities Administrator,
      the Master Servicer or any Servicer. None of the Issuing Entity, the Depositor,
      the Indenture Trustee, the Securities Administrator or the Note Registrar is
      obligated to register or qualify any Notes under the Securities Act or any
      other
      securities law or to take any action not otherwise required under this Indenture
      to permit the transfer of any Note or interest therein without registration
      or
      qualification. Any Noteholder desiring to effect a transfer of Notes or
      interests therein shall, and does hereby agree to, indemnify the Issuing Entity,
      the Depositor, the Owner Trustee, the Indenture Trustee, the Securities
      Administrator and the Note Registrar 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 or in accordance with any restrictions on transfer set forth in
      this
      Indenture. Notwithstanding the foregoing, the provisions of this paragraph
      shall
      not apply to the initial transfer of the Notes by the Depositor or any Affiliate
      thereof. 

     

    Prior
      to
      a REMIC Conversion, no transfer, sale, pledge or other disposition of any
      Privately Offered Notes shall be made, and the Note Registrar shall refuse
      to
      register any such transfer, sale, pledge or other disposition, unless the
      proposed transferee shall have delivered to the Owner Trustee, the Note
      Registrar, the Securities Administrator and the Indenture Trustee a certificate
      substantially in the form of Exhibit F hereto certifying that, following such
      transfer, it will be a Single Owner. In connection with a REMIC Conversion,
      all
      of the Notes shall be transferred to the trustee under the Underlying REMIC
      Pooling and Servicing Agreement in exchange for the corresponding REMIC Class
      A
      Notes and REMIC Privately Offered Certificates. Notwithstanding the foregoing,
      any Privately Offered Notes may be pledged to secure indebtedness and may be
      the
      subject of repurchase agreements treated by the Single Owner as secured
      indebtedness for federal income tax purposes, provided that, for the avoidance
      of doubt, none of the Privately Offered Notes may be transferred by the related
      lender under any such indebtedness or repurchase agreement upon a default under
      such indebtedness or agreement except in accordance with the
      foregoing.

     

    Subject
      to the foregoing and Section 4.08, Notes may be exchanged for other Notes of
      like tenor and in authorized initial Note Principal Balances evidencing the
      same
      Class and aggregate Percentage Interests upon surrender of the Notes to be
      exchanged at the Corporate Trust Office of the Note Registrar. Whenever any
      Notes are so surrendered for exchange, the Issuing Entity shall execute and
      the
      Securities Administrator shall authenticate and deliver the Notes which the
      Noteholder making the exchange such Noteholder is entitled to receive. Each
      Note
      presented or surrendered for registration of transfer or exchange shall (if
      so
      required by the Note Registrar) be duly endorsed by, or be accompanied by a
      written instrument of transfer in form reasonably satisfactory to the Note
      Registrar duly executed by the Holder thereof or his attorney duly authorized
      in
      writing with such signature guaranteed by a commercial bank or trust company
      located or having a correspondent located in the city of New York. Notes
      delivered upon any such transfer or exchange will evidence the same obligations,
      and will be entitled to the same rights and privileges, as the Notes
      surrendered.

     

    Subject
      to the foregoing and Section 4.08, in connection with a REMIC Conversion, each
      Noteholder shall surrender all of its Notes to the Indenture Trustee and
      exchanged for other Notes of like tenor and in authorized initial Note Principal
      Balances evidencing the same Class and aggregate Percentage Interests upon
      surrender of the Notes to be exchanged at the Corporate Trust Office of the
      Note
      Registrar. Whenever any Notes are so surrendered for exchange, the Issuing
      Entity shall execute and the Securities Administrator shall authenticate and
      deliver the Notes which the Noteholder making the exchange such Noteholder
      is
      entitled to receive. Each Note presented or surrendered for registration of
      transfer or exchange shall (if so required by the Note Registrar) be duly
      endorsed by, or be accompanied by a written instrument of transfer in form
      reasonably satisfactory to the Note Registrar duly executed by the Holder
      thereof or his attorney duly authorized in writing with such signature
      guaranteed by a commercial bank or trust company located or having a
      correspondent located in the city of New York. Notes delivered upon any such
      transfer or exchange will evidence the same obligations, and will be entitled
      to
      the same rights and privileges, as the Notes surrendered.

     

    No
      service charge shall be made for any registration of transfer or exchange of
      Notes, but the Note Registrar shall require payment of a sum sufficient to
      cover
      any tax or governmental charge that may be imposed in connection with any
      registration of transfer or exchange of Notes.

     

    The
      Issuing Entity hereby appoints the Securities Administrator as (i) Certificate
      Registrar to keep at its Corporate Trust Office a Certificate Register pursuant
      to Section 3.08 of the Trust Agreement in which, subject to such reasonable
      regulations as it may prescribe, the Certificate Registrar shall provide for
      the
      registration of Certificates and of transfers and exchanges thereof pursuant
      to
      Section 3.04 of the Trust Agreement and (ii) Note Registrar under this
      Indenture. The Securities Administrator hereby accepts such
      appointments.

     

    Section
      4.03 Mutilated,
      Destroyed, Lost or Stolen Notes.
      If (i)
      any mutilated Note is surrendered to the Securities Administrator, or the
      Securities Administrator receives evidence to its satisfaction of the
      destruction, loss or theft of any Note, and (ii) there is delivered to the
      Securities Administrator such security or indemnity as may be required by it
      to
      hold the Issuing Entity and the Securities Administrator harmless, then, in
      the
      absence of notice to the Issuing Entity, the Note Registrar or the Securities
      Administrator that such Note has been acquired by a bona fide purchaser, and
      provided that the requirements of Section 8-405 of the UCC are met, the Issuing
      Entity shall execute, and upon its request the Securities Administrator shall
      authenticate and deliver, in exchange for or in lieu of any such mutilated,
      destroyed, lost or stolen Note, a replacement Note; provided, however, that
      if
      any such destroyed, lost or stolen Note, but not a mutilated Note, shall have
      become or within seven days shall be due and payable, instead of issuing a
      replacement Note, the Issuing Entity may pay such destroyed, lost or stolen
      Note
      when so due or payable without surrender thereof. If, after the delivery of
      such
      replacement Note or payment of a destroyed, lost or stolen Note pursuant to
      the
      proviso to the preceding sentence, a bona fide purchaser of the original Note
      in
      lieu of which such replacement Note was issued presents for payment such
      original Note, the Issuing Entity and the Securities Administrator shall be
      entitled to recover such replacement Note (or such payment) from the Person
      to
      whom it was delivered or any Person taking such replacement Note from such
      Person to whom such replacement Note was delivered or any assignee of such
      Person, except a bona fide purchaser, and shall be entitled to recover upon
      the
      security or indemnity provided therefor to the extent of any loss, damage,
      cost
      or expense incurred by the Issuing Entity, the Indenture Trustee or the
      Securities Administrator in connection therewith.

     

    Upon
      the
      issuance of any replacement Note under this Section 4.03, the Issuing Entity
      may
      require the payment by the Holder of such Note of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in relation thereto and
      any
      other reasonable expenses (including the fees and expenses of the Securities
      Administrator) connected therewith.

     

    Every
      replacement Note issued pursuant to this Section 4.03 in replacement of any
      mutilated, destroyed, lost or stolen Note shall constitute an original
      additional contractual obligation of the Issuing Entity, whether or not the
      mutilated, destroyed, lost or stolen Note shall be at any time enforceable
      by
      anyone, and shall be entitled to all the benefits of this Indenture equally
      and
      proportionately with any and all other Notes duly issued hereunder.

     

    The
      provisions of this Section 4.03 are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement or payment
      of mutilated, destroyed, lost or stolen Notes.

     

    Section
      4.04 Persons
      Deemed Owners.
      Prior
      to due presentment for registration of transfer of any Note, the Issuing Entity,
      the Securities Administrator, the Paying Agent and any agent of the Issuing
      Entity or the Securities Administrator or the Paying Agent may treat the Person
      in whose name any Note is registered (as of the day of determination) as the
      owner of such Note for the purpose of receiving payments of principal of and
      interest, if any, on such Note and for all other purposes whatsoever, whether
      or
      not such Note be overdue, and none of the Issuing Entity, the Indenture Trustee,
      the Securities Administrator, the Paying Agent or any agent of the Issuing
      Entity, the Securities Administrator, the Indenture Trustee or the Paying Agent
      shall be affected by notice to the contrary.

     

    Section
      4.05 Cancellation.
      All
      Notes surrendered for payment, registration of transfer, exchange or redemption
      shall, if surrendered to any Person other than the Securities Administrator,
      be
      delivered to the Securities Administrator and shall be promptly cancelled by
      the
      Securities Administrator. The Issuing Entity may at any time deliver to the
      Securities Administrator for cancellation any Notes previously authenticated
      and
      delivered hereunder which the Issuing Entity may have acquired in any manner
      whatsoever, and all Notes so delivered shall be promptly cancelled by the
      Securities Administrator. No Notes shall be authenticated in lieu of or in
      exchange for any Notes cancelled as provided in this Section 4.05, except as
      expressly permitted by this Indenture. All cancelled Notes may be held or
      disposed of by the Securities Administrator in accordance with its standard
      retention or disposal policy as in effect at the time unless the Issuing Entity
      shall direct by an Issuer Request that they be destroyed or returned to it;
      provided, however, that such Issuer Request is timely and the Notes have not
      been previously disposed of by the Securities Administrator.

     

    Section
      4.06 Book-Entry
      Notes.
      The
      Class A-1, Class A-2, Class A-3 and Class A-4 Notes, upon original issuance,
      will be issued in the form of typewritten Notes representing the Book-Entry
      Notes, to be delivered to The Depository Trust Company, the initial Depository,
      by, or on behalf of, the Issuing Entity. The Notes shall initially be registered
      on the Note Register in the name of Cede & Co., the nominee of the initial
      Depository, and no Beneficial Owner will receive a Definitive Note representing
      such Beneficial Owner’s interest in such Note, except as provided in Section
      4.08. With respect to such Notes, unless and until definitive, fully registered
      Notes (the “Definitive Notes”) have been issued to Beneficial Owners pursuant to
      Section 4.08:

     

    (i) the
      provisions of this Section 4.06 shall be in full force and effect;

     

    (ii) the
      Note
      Registrar, the Paying Agent, the Indenture Trustee and the Securities
      Administrator shall be entitled to deal with the Depository for all purposes
      of
      this Indenture (including the payment of principal of and interest on the Notes
      and the giving of instructions or directions hereunder) as the sole holder
      of
      the Notes, and shall have no obligation to the Beneficial Owners of the
      Notes;

     

    (iii) to
      the
      extent that the provisions of this Section 4.06 conflict with any other
      provisions of this Indenture, the provisions of this Section 4.06 shall
      control;

     

    (iv) the
      rights of Beneficial Owners shall be exercised only through the Depository
      and
      shall be limited to those established by law and agreements between such Owners
      of Notes and the Depository and/or the Depository Participants. Unless and
      until
      Definitive Notes are issued pursuant to Section 4.08, the initial Depository
      will make book-entry transfers among the Depository Participants and receive
      and
      transmit payments of principal of and interest on the Notes to such Depository
      Participants; and

     

    (v) whenever
      this Indenture requires or permits actions to be taken based upon instructions
      or directions of Holders of Notes evidencing a specified percentage of the
      Note
      Principal Balances of the Notes, the Depository shall be deemed to represent
      such percentage with respect to the Notes only to the extent that it has
      received instructions to such effect from Beneficial Owners and/or Depository
      Participants owning or representing, respectively, such required percentage
      of
      the beneficial interest in the Notes and has delivered such instructions to
      the
      Securities Administrator and the Indenture Trustee.

     

    None
      of
      the Depositor, the Issuing Entity, the Master Servicer, the Seller, the
      Securities Administrator, the Indenture Trustee, the Note Registrar and the
      Owner Trustee shall have any liability for any aspect of the records relating
      to
      or payments made on account of beneficial ownership interests in the Book-Entry
      Notes or for maintaining, supervising or reviewing any records relating to
      beneficial ownership interests or transfers thereof.

     

    The
      Class
      X, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Notes
      will be registered in full definitive form.

     

    Section
      4.07 Notices
      to Depository.
      Whenever a notice or other communication to the Note Holders is required under
      this Indenture, unless and until Definitive Notes shall have been issued to
      Beneficial Owners pursuant to Section 4.08, the Indenture Trustee or Securities
      Administrator, as applicable, shall give all such notices and communications
      specified herein to be given to Holders of the Notes to the Depository, and
      shall have no obligation to the Beneficial Owners.

     

    Section
      4.08 Definitive
      Notes.
      If (i)
      the Depositor advises the Securities Administrator in writing that the
      Depository is no longer willing or able to properly discharge its
      responsibilities with respect to the Book-Entry Notes and the Depositor is
      unable to locate a qualified successor within 30 days or (ii) the Depositor,
      at
      its option (with the consent of the Securities Administrator, such consent
      not
      to be unreasonably withheld) elects to terminate the book-entry system through
      the Depository, then the Securities Administrator shall request that the
      Depository notify all Beneficial Owners of the occurrence of any such event
      and
      of the availability of Definitive Notes to Beneficial Owners requesting the
      same. Upon surrender to the Securities Administrator of the typewritten Notes
      representing the Book-Entry Notes by the Depository, accompanied by registration
      instructions, the Issuing Entity shall execute and the Securities Administrator
      shall authenticate the Definitive Notes in accordance with the instructions
      of
      the Depository. None of the Issuing Entity, the Note Registrar or the Securities
      Administrator shall be liable for any delay in delivery of such instructions
      and
      may conclusively rely on, and shall be protected in relying on, such
      instructions. Upon the issuance of Definitive Notes, the Securities
      Administrator shall recognize the Holders of the Definitive Notes as
      Noteholders.

     

    In
      addition, if an Event of Default has occurred and is continuing, each Note
      Owner
      materially adversely affected thereby may at its option request a Definitive
      Note evidencing such Noteholder's interest in the related Class of Notes. In
      order to make such request, such Noteholder shall, subject to the rules and
      procedures of the Depository, provide the Depository or the related Depository
      Participant with directions for the Securities Administrator to exchange or
      cause the exchange of the Noteholder's interest in such Class of Notes for
      an
      equivalent interest in fully registered definitive form. Upon receipt by the
      Securities Administrator of instructions from the Depository directing the
      Securities Administrator to effect such exchange (such instructions to contain
      information regarding the Class of Notes and the Note Principal Balance being
      exchanged, the Depository Participant account to be debited with the decrease,
      the registered holder of and delivery instructions for the Definitive Note,
      and
      any other information reasonably required by the Securities Administrator),
      (i)
      the Securities Administrator shall instruct the Depository to reduce the related
      Depository Participant's account by the aggregate Note Principal Balance of
      the
      Definitive Note, (ii) the Securities Administrator shall execute, authenticate
      and deliver, in accordance with the registration and delivery instructions
      provided by the Depository, a Definitive Note evidencing such Noteholder's
      interest in such Class of Notes and (iii) the Issuing Entity shall execute
      and
      the Securities Administrator shall authenticate a new Book-Entry Note reflecting
      the reduction in the Note Principal Balance of such Class of Notes by the amount
      of the Definitive Notes.

     

    Section
      4.09 Tax
      Treatment.
      The
      Issuing Entity has entered into this Indenture, and the Class A-1, Class A-2,
      Class A-3 and Class A-4 Notes will be issued with the intention that, for
      federal, state and local income, single business and franchise tax purposes,
      such Classes of Notes will qualify as indebtedness. The Issuing Entity and
      the
      Securities Administrator (in accordance with Section 6.07 hereof), by entering
      into this Indenture, and each Class A-1, Class A-2, Class A-3 and Class A-4
      Noteholder, by its acceptance of its Note (and each Beneficial Owner by its
      acceptance of an interest in the applicable Book-Entry Note), agree to treat
      such Classes of Notes for federal, state and local income, single business
      and
      franchise tax purposes as indebtedness.

     

    Section
      4.10 Satisfaction
      and Discharge of Indenture.
      This
      Indenture shall cease to be of further effect with respect to the Notes except
      as to (i) rights of registration of transfer and exchange, (ii) substitution
      of
      mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
      receive payments of principal thereof and interest thereon, (iv) Sections 3.03,
      3.04, 3.06, 3.09, 3.17, 3.19 and 3.20, (v) the rights, obligations and
      immunities of the Indenture Trustee and Securities Administrator hereunder
      (including the rights of the Securities Administrator under Section 6.08 and
      the
      obligations of the Securities Administrator under Section 4.11), and (vi) the
      rights of Noteholders as beneficiaries hereof with respect to the property
      so
      deposited with the Securities Administrator payable to all or any of them,
      and
      the Indenture Trustee, on demand of and at the expense of the Issuing Entity,
      shall execute proper instruments acknowledging satisfaction and discharge of
      this Indenture with respect to the Notes and shall release and deliver, or
      cause
      the Custodian to deliver, the Collateral to or upon the order of the Issuing
      Entity, when

     

    (A) Any
      of
      the following occur:

     

    (1) all
      Notes
      theretofore authenticated and delivered (other than (i) Notes that have been
      destroyed, lost or stolen and that have been replaced or paid as provided in
      Section 4.03 hereof and (ii) Notes for whose payment money has theretofore
      been
      deposited in trust or segregated and held in trust by the Issuing Entity and
      thereafter repaid to the Issuing Entity or discharged from such trust, as
      provided in Section 3.03) have been delivered to the Securities Administrator
      for cancellation; or

     

    (2) all
      Notes
      not theretofore delivered to the Securities Administrator for
      cancellation

     

    
      	 	
              a.

            	
              have
                become due and payable,

            


    

     

    
      	 	
              b.

            	
              will
                become due and payable at the Final Scheduled Payment Date within
                one
                year, or

            


    

     

    
      	 	
              c.

            	
              have
                been called for early redemption and the Trust has been terminated
                pursuant to Section 8.07 hereof, or

            


    

     

    (3) the
      Notes
      are being exchanged for the related Classes of REMIC Class A Notes and/or REMIC
      Privately Offered Certificates pursuant to Section 8.06 in connection with
      a
      REMIC Conversion as described in Article XI, and such Collateral or portion
      thereof to be conveyed by the Issuing Entity to the Underlying REMIC
      Trust;

     

    and
      the
      Issuing Entity, in the case of a., b. or c. above, has irrevocably deposited
      or
      caused to be irrevocably deposited with the Securities Administrator cash or
      direct obligations of or obligations guaranteed by the United States of America
      (which will mature prior to the date such amounts are payable), in trust for
      such purpose, in an amount sufficient to pay and discharge the entire
      indebtedness on such Notes then outstanding not theretofore delivered to the
      Securities Administrator for cancellation when due on the Final Scheduled
      Payment Date or other final Payment Date and has delivered to the Securities
      Administrator and the Indenture Trustee a verification report from a nationally
      recognized accounting firm certifying that the amounts deposited with the
      Securities Administrator are sufficient to pay and discharge the entire
      indebtedness of such Notes, or, in the case of c. above, the Issuing Entity
      shall have complied with all requirements of Section 8.07 hereof,

     

    (B) the
      Issuing Entity has paid or caused to be paid all other sums payable hereunder;
      and

     

    (C) the
      Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate
      and an Opinion of Counsel, each meeting the applicable requirements of Section
      10.01 hereof, each stating that all conditions precedent herein provided for
      relating to the satisfaction and discharge of this Indenture have been complied
      with and, if the Opinion of Counsel relates to a deposit made in connection
      with
      Section 4.10(A)(2)b. above, such opinion shall further be to the effect that
      such deposit will constitute an “in-substance defeasance” within the meaning of
      Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuing
      Entity will be the owner of the assets deposited in trust for federal income
      tax
      purposes.

     

    Section
      4.11 Application
      of Trust Money.
      All
      monies deposited with the Securities Administrator pursuant to Section 4.10
      hereof shall be held in trust and applied by it, in accordance with the
      provisions of the Notes and this Indenture, to the payment, either directly
      or
      through any Paying Agent or the Certificate Paying Agent as designee of the
      Issuing Entity, as the Securities Administrator may determine, to the Holders
      of
      Securities, of all sums due and to become due thereon for principal and interest
      or otherwise; but such monies need not be segregated from other funds except
      to
      the extent required herein or required by law.

     

    Section
      4.12 [Reserved].

     

    Section
      4.13 Repayment
      of Monies Held by Paying Agent.
      In
      connection with the satisfaction and discharge of this Indenture with respect
      to
      the Notes, all monies then held by any Person other than the Securities
      Administrator under the provisions of this Indenture with respect to such Notes
      shall, upon demand of the Issuing Entity, be paid to the Securities
      Administrator to be held and applied according to Section 3.03 and thereupon
      such Person shall be released from all further liability with respect to such
      monies.

     

    Section
      4.14 Temporary
      Notes.
      Pending
      the preparation of any Definitive Notes, the Issuing Entity may execute and
      upon
      its written direction, the Securities Administrator may authenticate and make
      available for delivery, temporary Notes that are printed, lithographed,
      typewritten, photocopied or otherwise produced, in any denomination,
      substantially of the tenor of the Definitive Notes in lieu of which they are
      issued and with such appropriate insertions, omissions, substitutions and other
      variations as the officers executing such Notes may determine, as evidenced
      by
      their execution of such Notes.

     

    If
      temporary Notes are issued, the Issuing Entity will cause Definitive Notes
      to be
      prepared without unreasonable delay. After the preparation of the Definitive
      Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
      surrender of the temporary Notes at the Corporate Trust Office of the Securities
      Administrator, without charge to the Holder. Upon surrender for cancellation
      of
      any one or more temporary Notes, the Issuing Entity shall execute and the
      Securities Administrator shall authenticate and make available for delivery,
      in
      exchange therefor, Definitive Notes of authorized denominations and of like
      tenor, class and aggregate principal amount. Until so exchanged, such temporary
      Notes shall in all respects be entitled to the same benefits under this
      Indenture as Definitive Notes.

     

    Section
      4.15 ERISA
      Treatment.

     

    No
      Note
      may be sold or transferred to a Person unless such Person certifies in the
      form
      of Exhibit E to this Agreement (which in the case of the Book-Entry Notes,
      such
      Person will be deemed to have made the representations contained in such
      certificates, respectively), which certification the Indenture Trustee may
      rely
      upon without further inquiry or investigation, that: 

     

    (i) Such
      Person is neither (A) an employee benefit plan or other retirement arrangement,
      including individual retirement accounts and annuities, Keogh plans and
      collective investment funds and separate accounts in which such plans, accounts
      or arrangements are invested, including, without limitation, insurance company
      general accounts, that is subject to ERISA or the Code (each, a “Plan”), nor (B)
      any Person who is directly or indirectly purchasing such Note or interest
      therein on behalf of, as named fiduciary of, as trustee of, or with “Plan
      Assets” (as defined under the DOL Regulation at 29 C.F.R. Section 2510.3-101) of
      a Plan;

     

    (ii) (A)
      Such
      Person is a Plan or a Person purchasing such Note with Plan Assets and
      represents that, as of the date of the transfer, the Notes are rated investment
      grade or better, (B) such Person believes that the Notes are properly treated
      as
      indebtedness without substantial equity features for purposes of the DOL
      Regulations, and agrees to so treat the Notes, and (C) the acquisition and
      holding of the Note will not give rise to a non-exempt prohibited transaction
      under Section 406 of ERISA or Section 4975 of the Code; or 

     

    (iii) Such
      Person has provided the Note Registrar with an Opinion of Counsel, which Opinion
      of Counsel will not be at the expense of the Trust Estate, the Depositor, the
      Issuing Entity, the Owner Trustee, the Indenture Trustee, the Securities
      Administrator or the Note Registrar, which establishes to the satisfaction
      of
      the Indenture Trustee that the purchase, holding and transfer of such Note
      or
      interest therein is permissible under applicable law, will not constitute or
      result in a non-exempt prohibited transaction under ERISA or Section 4975 of
      the
      Code and will not subject the Issuing Entity, the Owner Trustee, the Securities
      Administrator, the Depositor, the Note Registrar or the Indenture Trustee to
      any
      obligation in addition to those undertaken in the Indenture.

     

    Notwithstanding
      the foregoing, neither an Opinion of Counsel nor a certification will be
      required in connection with the initial transfer of any such Note by the
      Depositor to an Affiliate of the Depositor (in which case, the Depositor or
      any
      Affiliate thereof shall be deemed to have represented that such Affiliate is
      not
      a Plan or any Person investing “plan assets” of any Plan) and the Note Registrar
      shall be entitled to conclusively rely upon a representation (which, upon the
      request of the Note Registrar, shall be a written representation) from the
      Depositor of the status of such transferee as an Affiliate of the
      Depositor.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      V

     

    DEFAULT
      AND REMEDIES

     

    Section
      5.01 Events
      of Default.
      The
      Issuing Entity shall deliver to the Indenture Trustee, within five days after
      learning of the occurrence of a Default, written notice in the form of an
      Officer’s Certificate of any event which with the giving of notice and the lapse
      of time would become an Event of Default under clause (ii), (iii) or (iv) of
      the
      definition of “Event of Default”, its status and what action the Issuing Entity
      is taking or proposes to take with respect thereto. The Indenture Trustee shall
      not be deemed to have knowledge of any Default or Event of Default unless a
      Responsible Officer has actual knowledge thereof or unless written notice of
      such Default or Event of Default is received by a Responsible Officer and such
      notice references the Notes, the Trust Estate or this Indenture.

     

    Section
      5.02 Acceleration
      of Maturity; Rescission and Annulment.
      If an
      Event of Default should occur and be continuing, then and in every such case
      the
      Indenture Trustee at the written direction of the Holders of Notes representing
      not less than a majority of the aggregate Note Principal Balance of the Notes
      may declare the Notes to be immediately due and payable, by a notice in writing
      to the Issuing Entity (and to the Indenture Trustee if such notice is given
      by
      Noteholders), and upon any such declaration the unpaid Note Principal Balance
      of
      the Notes, together with accrued and unpaid interest thereon through the date
      of
      acceleration, shall become immediately due and payable.

     

    At
      any
      time after such declaration of acceleration of maturity with respect to an
      Event
      of Default has been made and before a judgment or decree for payment of the
      money due has been obtained by the Indenture Trustee as hereinafter in this
      Article V provided, Holders of the Notes representing not less than a majority
      of the aggregate Note Principal Balance of each Class of Notes, by written
      notice to the Issuing Entity and the Indenture Trustee, may, subject to Section
      5.12, waive the related Event of Default and rescind and annul such declaration
      and its consequences if:

     

    (i) the
      Issuing Entity has paid or deposited with the Indenture Trustee or Securities
      Administrator a sum sufficient to pay:

     

    (A) all
      payments of principal of and interest on the Notes and all other amounts that
      would then be due hereunder or under the Notes if the Event of Default giving
      rise to such acceleration had not occurred;

     

    (B) all
      sums
      paid or advanced by the Indenture Trustee hereunder and the reasonable
      compensation, expenses, disbursements and advances of the Indenture Trustee
      and
      its agents and counsel; and

     

    (ii) all
      Events of Default, other than the nonpayment of the principal of the Notes
      that
      has become due solely by such acceleration, have been cured or waived as
      provided in Section 5.12.

     

    No
      such
      rescission shall affect any subsequent default or impair any right consequent
      thereto.

     

    Section
      5.03 Collection
      of Indebtedness and Suits for Enforcement by Indenture Trustee.

     

    (a) The
      Issuing Entity covenants that if (i) default is made in the payment of any
      interest on any Note when the same becomes due and payable, and such default
      continues for a period of five days, or (ii) default is made in the payment
      of
      the principal of or any installment of the principal of any Note when the same
      becomes due and payable, the Issuing Entity shall, upon demand of the Indenture
      Trustee, acting at the direction of the Holders of a majority of the aggregate
      Note Principal Balances of the Notes, pay to the Securities Administrator,
      for
      the benefit of the Holders of Notes, the whole amount then due and payable
      on
      the Notes for principal and interest, with interest at the applicable Note
      Interest Rate upon the overdue principal, and in addition thereto such further
      amount as shall be sufficient to cover the costs and expenses of collection,
      including the reasonable compensation, expenses, disbursements and advances
      of
      the Indenture Trustee and its agents and counsel.

     

    (b) In
      case
      the Issuing Entity shall fail forthwith to pay such amounts upon such demand,
      the Indenture Trustee, in its own name and as trustee of an express trust,
      subject to the provisions of Section 10.15 hereof, may institute a Proceeding
      for the collection of the sums so due and unpaid, and may prosecute such
      Proceeding to judgment or final decree, and may enforce the same against the
      Issuing Entity or other obligor upon the Notes and collect in the manner
      provided by law out of the property of the Issuing Entity or other obligor
      upon
      the Notes, wherever situated, the monies adjudged or decreed to be
      payable.

     

    (c) If
      an
      Event of Default occurs and is continuing, the Indenture Trustee, subject to
      the
      provisions of Section 10.15 hereof, may, as more particularly provided in
      Section 5.04 hereof, in its discretion, proceed to protect and enforce its
      rights and the rights of the Noteholders by such appropriate Proceedings as
      directed in writing by Holders of a majority of the aggregate Note Principal
      Balances of each Class of Notes, to protect and enforce any such rights, whether
      for the specific enforcement of any covenant or agreement in this Indenture
      or
      in aid of the exercise of any power granted herein, or to enforce any other
      proper remedy or legal or equitable right vested in the Indenture Trustee by
      this Indenture or by law.

     

    (d) In
      case
      there shall be pending, relative to the Issuing Entity or any other obligor
      upon
      the Notes or any Person having or claiming an ownership interest in the Trust
      Estate, Proceedings under Title 11 of the United States Code or any other
      applicable federal or state bankruptcy, insolvency or other similar law, or
      in
      case a receiver, assignee or trustee in bankruptcy or reorganization,
      liquidator, sequestrator or similar official shall have been appointed for
      or
      taken possession of the Issuing Entity or its property or such other obligor
      or
      Person, or in case of any other comparable judicial Proceedings relative to
      the
      Issuing Entity or other obligor upon the Notes, or to the creditors or property
      of the Issuing Entity or such other obligor, the Indenture Trustee, as directed
      in writing by Holders of a majority of the aggregate Note Principal Balances
      of
      each Class of Notes, irrespective of whether the principal of any Notes shall
      then be due and payable as therein expressed or by declaration or otherwise
      and
      irrespective of whether the Indenture Trustee shall have made any demand
      pursuant to the provisions of this Section, shall be entitled and empowered,
      by
      intervention in such Proceedings or otherwise:

     

    (i) to
      file
      and prove a claim or claims for the whole amount of principal and interest
      owing
      and unpaid in respect of the Notes and to file such other papers or documents
      as
      may be necessary or advisable in order to have the claims of the Indenture
      Trustee (including any claim for reasonable compensation to the Indenture
      Trustee and each predecessor Indenture Trustee, and their respective agents,
      attorneys and counsel, and for reimbursement of all expenses and liabilities
      incurred, and all advances made, by the Indenture Trustee and each predecessor
      Indenture Trustee, except as a result of negligence, willful misconduct or
      bad
      faith) and of the Noteholders allowed in such Proceedings;

     

    (ii) unless
      prohibited by applicable law and regulations, to vote on behalf of the Holders
      of Notes in any election of a trustee, a standby trustee or Person performing
      similar functions in any such Proceedings;

     

    (iii) to
      collect and receive any monies or other property payable or deliverable on
      any
      such claims and to distribute all amounts received with respect to the claims
      of
      the Noteholders and of the Indenture Trustee on their behalf, and

     

    (iv) to
      file
      such proofs of claim and other papers or documents as may be necessary or
      advisable in order to have the claims of the Indenture Trustee or the Holders
      of
      Notes allowed in any judicial proceedings relative to the Issuing Entity, its
      creditors and its property;

     

    and
      any
      trustee, receiver, liquidator, custodian or other similar official in any such
      Proceeding is hereby authorized by each of such Noteholders to make payments
      to
      the Securities Administrator, and, in the event that the Indenture Trustee
      shall
      consent to the making of payments directly to such Noteholders, to pay to the
      Indenture Trustee such amounts as shall be sufficient to cover reasonable
      compensation to the Indenture Trustee, each predecessor Indenture Trustee and
      their respective agents, attorneys and counsel, and all other expenses and
      liabilities incurred, and all advances made, by the Indenture Trustee and each
      predecessor Indenture Trustee.

     

    (e) Nothing
      herein contained shall be deemed to authorize the Indenture Trustee to authorize
      or consent to or vote for or accept or adopt on behalf of any Noteholder any
      plan of reorganization, arrangement, adjustment or composition affecting the
      Notes or the rights of any Holder thereof or to authorize the Indenture Trustee
      to vote in respect of the claim of any Noteholder in any such proceeding except,
      as aforesaid, to vote for the election of a trustee in bankruptcy or similar
      Person.

     

    (f) All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the Notes, may be enforced by the Indenture Trustee without the possession
      of
      any of the Notes or the production thereof in any trial or other Proceedings
      relative thereto, and any such action or proceedings instituted by the Indenture
      Trustee shall be brought in its own name as trustee of an express trust, and
      any
      recovery of judgment, subject to the payment of the expenses, disbursements
      and
      compensation of the Indenture Trustee, each predecessor Indenture Trustee and
      their respective agents and attorneys, shall be for the ratable benefit of
      the
      Holders of the Notes, subject to Section 5.05 hereof.

     

    In
      any
      Proceedings brought by the Indenture Trustee (and also any Proceedings involving
      the interpretation of any provision of this Indenture to which the Indenture
      Trustee shall be a party), the Indenture Trustee shall be held to represent
      all
      the Holders of the Notes, and it shall not be necessary to make any Noteholder
      a
      party to any such Proceedings.

     

    Section
      5.04 Remedies;
      Priorities.
      If
      an
      Event of Default shall have occurred and be continuing and if an acceleration
      has been declared and not rescinded pursuant to Section 5.02 hereof, the
      Indenture Trustee, subject to the provisions of Section 10.15 hereof, may,
      and
      shall, at the written direction of the Holders of a majority of the aggregate
      Note Principal Balances of the Notes, do one or more of the following (subject
      to Section 5.05 hereof):

     

    (i) institute
      Proceedings in its own name and as trustee of an express trust for the
      collection of all amounts then payable on the Notes or under this Indenture
      with
      respect thereto, whether by declaration or otherwise, enforce any judgment
      obtained, and collect from the Issuing Entity and any other obligor upon such
      Notes monies adjudged due;

     

    (ii) institute
      Proceedings from time to time for the complete or partial foreclosure of this
      Indenture with respect to the Trust Estate;

     

    (iii) exercise
      any remedies of a secured party under the UCC and take any other appropriate
      action to protect and enforce the rights and remedies of the Indenture Trustee
      and the Holders of the Notes; and

     

    (iv) sell
      the
      Trust Estate or any portion thereof or rights or interest therein, at one or
      more public or private sales called and conducted in any manner permitted by
      law;

     

    provided,
      however, that the Indenture Trustee may not sell or otherwise liquidate the
      Trust Estate following an Event of Default, unless (A) the Indenture Trustee
      obtains the consent of the Holders of 100% of the aggregate Note Principal
      Balance of the Notes then outstanding, (B) the proceeds of such sale or
      liquidation distributable to the Holders of the Notes are sufficient to
      discharge in full all amounts then due and unpaid upon such Notes for principal
      and interest or (C) the Indenture Trustee determines that the Mortgage Loans
      will not continue to provide sufficient funds for the payment of principal
      of
      and interest on the applicable Notes as they would have become due if the Notes
      had not been declared due and payable, and the Indenture Trustee obtains the
      consent of the Holders of 66 2/3% of the aggregate Note Principal Balance of
      each Class of Notes then outstanding, voting separately. In determining such
      sufficiency or insufficiency with respect to clause (B) and (C), the Indenture
      Trustee may, but need not, obtain and rely upon an opinion (obtained at the
      expense of the Trust) of an Independent investment banking or accounting firm
      of
      national reputation as to the feasibility of such proposed action and as to
      the
      sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing,
      any Sale of the Trust Estate shall be made subject to the continued servicing
      of
      the Mortgage Loans by the Servicer (other than any Servicer as to which an
      Event
      of Servicer Termination has occurred and is continuing) as provided in the
      Sale
      and Servicing Agreement.

     

    (b) If
      the
      Indenture Trustee or the Securities Administrator collects any money or property
      pursuant to this Article V, the Securities Administrator shall pay out the
      money
      or property in the following order:

     

      FIRST:
      to
      the Indenture Trustee, the Securities Administrator, Master Servicer, the Owner
      Trustee, the Custodian and the Servicer for amounts due and not previously
      paid
      pursuant to the Indenture and the other Basic Documents;

     

      SECOND:
      to the Class A-1, Class A-2, Class A-3 and Class A-4 Noteholders, pro rata,
      for
      amounts due and unpaid on such Notes with respect to interest (not including
      any
      Carryover Shortfall Amounts), according to the amounts due and payable on each
      such Notes for interest;

     

      THIRD:
      to
      the Class A-1, Class A-2, Class A-3 and Class A-4 Noteholders, pro rata, for
      amounts due and unpaid on such Notes with respect to principal, and to each
      such
      Noteholder ratably, without preference or priority of any kind, according to
      the
      amounts due and payable on such Notes for principal, until the Note Principal
      Balance of each such Class is reduced to zero;

     

      FOURTH:
      to the Class A-1, Class A-2, Class A-3 and Class A-4 Noteholders, pro rata,
      in
      each case based on the amount of any Carryover Shortfall Amounts not previously
      paid;

     

      FIFTH:
      to
      the Class A-1, Class A-2, Class A-3 and Class A-4 Noteholders, an amount equal
      to any previously allocated Realized Losses, on a pro rata, in each case based
      on the amount of Realized Losses previously allocated to each such
      Class;

     

      SIXTH:
      to
      the Class X Noteholders, the Accrued Note Interest thereon for such Payment
      Date
      (subject to any Net Interest Shortfalls allocated to such Class) to the extent
      of the remaining Interest Funds for such Payment Date;

     

      SEVENTH:
      sequentially to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
      Class B-6 Notes, in that order, up to an amount equal to and in the following
      order with respect to each such Class: (a) the Accrued Note Interest thereon
      for
      such Payment Date (subject to Net Interest Shortfalls allocated to such Class)
      to the extent of any remaining Interest Funds for such Payment Date; (b) any
      Accrued Note Interest thereon remaining undistributed from previous Payment
      Dates, with accrued interest thereon, to the extent of any remaining Interest
      Funds for such Payment Date; and (c) such Class’s Allocable Share of the
      Subordinate Optimal Principal Amount for such Payment Date, in each case to
      the
      extent of any remaining Principal Funds and until the Note Principal Balance
      thereof has been reduced to zero; and

     

      EIGHTH:
      to the holders of the Trust Certificates on behalf of the Issuing
      Entity.

     

    The
      Securities Administrator may fix a record date and Payment Date for any payment
      to Noteholders pursuant to this Section 5.04. At least 15 days before such
      record date, the Securities Administrator shall mail to each Noteholder a notice
      that states the record date, the Payment Date and the amount to be
      paid.

     

    Section
      5.05 Optional
      Preservation of the Trust Estate.
      If the
      Notes have been declared to be due and payable under Section 5.02 following
      an
      Event of Default and such declaration and its consequences have not been
      rescinded and annulled, the Indenture Trustee may elect to take and maintain
      possession of the Trust Estate. It is the desire of the parties hereto and
      the
      Noteholders that there be at all times sufficient funds for the payment of
      principal of and interest on the Notes and other obligations of the Issuing
      Entity, and the Indenture Trustee shall take such desire into account when
      determining whether or not to take and maintain possession of the Trust Estate.
      In determining whether to take and maintain possession of the Trust Estate,
      the
      Indenture Trustee may, but need not, obtain and rely upon an opinion of an
      Independent investment banking or accounting firm of national reputation as
      to
      the feasibility of such proposed action and as to the sufficiency of the Trust
      Estate for such purpose.

     

    Section
      5.06 Limitation
      of Suits.
      So long
      as the Majority Certificateholder owns 100% of the Securities, no Holder of
      any
      Note shall have any right to institute any Proceeding, judicial or otherwise,
      with respect to this Indenture, or for the appointment of a receiver or trustee,
      or for any other remedy hereunder. No Holder of any Note shall have any right
      to
      institute any Proceeding, judicial or otherwise, with respect to this Indenture,
      or for the appointment of a receiver or trustee, or for any other remedy
      hereunder, unless and subject to the foregoing and the provisions of Section
      10.15 hereof:

     

    (i) such
      Holder has previously given written notice to the Indenture Trustee of a
      continuing Event of Default;

     

    (ii) the
      Holders of not less than 25% of the aggregate Note Principal Balance of the
      Notes have made a written request to the Indenture Trustee to institute such
      Proceeding in respect of such Event of Default in its own name as Indenture
      Trustee hereunder;

     

    (iii) such
      Holder or Holders have offered to the Indenture Trustee reasonable indemnity
      against the costs, expenses and liabilities to be incurred in complying with
      such request;

     

    (iv) the
      Indenture Trustee, for 60 days after its receipt of such notice of request
      and
      offer of indemnity, has failed to institute such Proceedings; and

     

    (v) no
      direction inconsistent with such written request has been given to the Indenture
      Trustee during such 60-day period by the Holders of a majority of the Note
      Principal Balances of the Notes.

     

    It
      is
      understood and intended that no one or more Holders of Notes shall have any
      right in any manner whatever by virtue of, or by availing of, any provision
      of
      this Indenture to affect, disturb or prejudice the rights of any other Holders
      of Notes or to obtain or to seek to obtain priority or preference over any
      other
      Holders or to enforce any right under this Indenture, except in the manner
      herein provided. 

     

    No
      Holder
      of any Note shall have any right to institute any Proceeding, judicial or
      otherwise, with respect to a TMP Trigger Event, with respect to the meeting
      of
      the conditions for a REMIC Conversion or with respect to a REMIC
      Conversion.

     

    Subject
      to the last paragraph of Section 5.11 herein, in the event the Indenture Trustee
      shall receive conflicting or inconsistent requests and indemnity from two or
      more Holders of Notes, each representing less than a majority of the Note
      Principal Balances of the Notes, the Indenture Trustee shall take such action
      as
      requested by the Holders representing the highest amount (in the aggregate)
      of
      the Note Principal Balances, notwithstanding any other provisions of this
      Indenture.

     

    Section
      5.07 Unconditional
      Rights of Noteholders To Receive Principal and Interest.
      Notwithstanding any other provisions in this Indenture, the Holder of any Note
      shall have the right, which is absolute and unconditional, to receive payment
      of
      the principal of and interest, if any, on such Note on or after the respective
      due dates thereof expressed in such Note or in this Indenture and to institute
      suit for the enforcement of any such payment, and such right shall not be
      impaired without the consent of such Holder.

     

    Section
      5.08 Restoration
      of Rights and Remedies.
      If the
      Indenture Trustee or any Noteholder has instituted any Proceeding to enforce
      any
      right or remedy under this Indenture and such Proceeding has been discontinued
      or abandoned for any reason or has been determined adversely to the Indenture
      Trustee or to such Noteholder, then and in every such case the Issuing Entity,
      the Indenture Trustee and the Noteholders shall, subject to any determination
      in
      such Proceeding, be restored severally and respectively to their former
      positions hereunder, and thereafter all rights and remedies of the Indenture
      Trustee and the Noteholders shall continue as though no such Proceeding had
      been
      instituted.

     

    Section
      5.09 Rights
      and Remedies Cumulative.
      No
      right or remedy herein conferred upon or reserved to the Indenture Trustee
      or to
      the Noteholders is intended to be exclusive of any other right or remedy, and
      every right and remedy shall, to the extent permitted by law, be cumulative
      and
      in addition to every other right and remedy given hereunder or now or hereafter
      existing at law or in equity or otherwise. The assertion or employment of any
      right or remedy hereunder, or otherwise, shall not prevent the concurrent
      assertion or employment of any other appropriate right or remedy.

     

    Section
      5.10 Delay
      or Omission Not a Waiver.
      No
      delay or omission of the Indenture Trustee or any Holder of any Note to exercise
      any right or remedy accruing upon any Event of Default shall impair any such
      right or remedy or constitute a waiver of any such Event of Default or an
      acquiescence therein. Every right and remedy given by this Article V or by
      law
      to the Indenture Trustee or to the Noteholders may be exercised from time to
      time, and as often as may be deemed expedient, by the Indenture Trustee or
      by
      the Noteholders, as the case may be.

     

    Section
      5.11 Control
      By Noteholders.
      The
      Holders of a majority of the aggregate Note Principal Balances of Notes shall
      have the right to direct the time, method and place of conducting any Proceeding
      for any remedy available to the Indenture Trustee with respect to the Notes
      or
      exercising any trust or power conferred on the Indenture Trustee; provided
      that:

     

    (i) such
      direction shall not be in conflict with any rule of law or with this
      Indenture;

     

    (ii) any
      direction to the Indenture Trustee to sell or liquidate the Trust Estate shall
      be by Holders of Notes representing not less than 100% of the aggregate Note
      Principal Balance of the Notes or the Holders of 66 2/3% of the aggregate Note
      Principal Balance of each Class of Notes then outstanding, voting separately
      as
      set forth in Section 5.04(a) hereof; and

     

    (iii) the
      Indenture Trustee may take any other action deemed proper by the Indenture
      Trustee that is not inconsistent with such direction of the Holders of Notes
      representing a majority of the Note Principal Balances of the
      Notes.

     

    Notwithstanding
      the rights of Noteholders set forth in this Section 5.11 the Indenture Trustee
      need not take any action that it determines might involve it in
      liability.

     

    Section
      5.12 Waiver
      of Past Defaults.
      Prior
      to the declaration of the acceleration of the maturity of the Notes as provided
      in Section 5.02 hereof, the Holders of Notes representing not less than a
      majority of the aggregate Note Principal Balance of each Class of Notes may
      waive any past Event of Default and its consequences except an Event of Default
      (a) with respect to payment of principal of or interest on any of the Notes,
      or
      (b) in respect of a covenant or provision hereof which cannot be modified or
      amended without the consent of the Holder of each Note. In the case of any
      such
      waiver, the Issuing Entity, the Indenture Trustee and the Holders of the Notes
      shall be restored to their former positions and rights hereunder, respectively,
      but no such waiver shall extend to any subsequent or other Event of Default
      or
      impair any right consequent thereto.

     

    Upon
      any
      such waiver, any Event of Default arising therefrom shall be deemed to have
      been
      cured and not to have occurred for every purpose of this Indenture; but no
      such
      waiver shall extend to any subsequent or other Event of Default or impair any
      right consequent thereto.

     

    Section
      5.13 Undertaking
      for Costs.
      All
      parties to this Indenture agree, and each Holder of any Note and each Beneficial
      Owner of any interest therein by such Holder’s or Beneficial Owner’s acceptance
      thereof shall be deemed to have agreed, that any court may in its discretion
      require, in any suit for the enforcement of any right or remedy under this
      Indenture, or in any suit against the Indenture Trustee for any action taken,
      suffered or omitted by it as Indenture Trustee, the filing by any party litigant
      in such suit of an undertaking to pay the costs of such suit, and that such
      court may in its discretion assess reasonable costs, including reasonable
      attorneys’ fees, against any party litigant in such suit, having due regard to
      the merits and good faith of the claims or defenses made by such party litigant;
      but the provisions of this Section 5.13 shall not apply to (a) any suit
      instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder,
      or group of Noteholders, in each case holding in the aggregate more than 10%
      of
      the Note Principal Balances of the Notes or (c) any suit instituted by any
      Noteholder for the enforcement of the payment of principal of or interest on
      any
      Note on or after the respective due dates expressed in such Note and in this
      Indenture.

     

    Section
      5.14 Waiver
      of Stay or Extension Laws.
      The
      Issuing Entity covenants (to the extent that it may lawfully do so) that it
      will
      not at any time insist upon, or plead or in any manner whatsoever, claim or
      take
      the benefit or advantage of, any stay or extension law wherever enacted, now
      or
      at any time hereafter in force, that may affect the covenants or the performance
      of this Indenture; and the Issuing Entity (to the extent that it may lawfully
      do
      so) hereby expressly waives all benefit or advantage of any such law, and
      covenants that it shall not hinder, delay or impede the execution of any power
      herein granted to the Indenture Trustee, but will suffer and permit the
      execution of every such power as though no such law had been
      enacted.

     

    Section
      5.15 Sale
      of Trust Estate.
      The
      power
      to effect any sale or other disposition (a “Sale”) of any portion of the Trust
      Estate pursuant to Section 5.04 hereof is expressly subject to the provisions
      of
      Sections 5.05 and 5.11(ii) hereof and this Section 5.15. The power to effect
      any
      such Sale shall not be exhausted by any one or more Sales as to any portion
      of
      the Trust Estate remaining unsold, but shall continue unimpaired until the
      entire Trust Estate shall have been sold or all amounts payable on the Notes
      and
      under this Indenture shall have been paid. The Indenture Trustee may from time
      to time postpone any public Sale by public announcement made at the time and
      place of such Sale. The Indenture Trustee hereby expressly waives its right
      to
      any amount fixed by law as compensation for any Sale.

     

    (b) The
      Indenture Trustee shall not in any private Sale sell the Trust Estate, or any
      portion thereof, unless

     

    (1) the
      Holders of all Notes consent to or direct the Indenture Trustee to make, such
      Sale, or

     

    (2) the
      proceeds of such Sale would be not less than the entire amount which would
      be
      payable to the Noteholders under the Notes, in full payment thereof in
      accordance with Section 5.02 hereof, on the Payment Date next succeeding the
      date of such Sale, or

     

    (3) the
      Indenture Trustee determines that the conditions for retention of the Trust
      Estate set forth in Section 5.05 hereof cannot be satisfied (in making any
      such
      determination, the Indenture Trustee may rely upon an opinion of an Independent
      investment banking firm obtained and delivered as provided in Section 5.05
      hereof), and the Holders of Notes representing at least 100% of the Note
      Principal Balances of the Notes consent to such Sale; or

     

    (4) such
      Sale
      occurs following the occurrence of a TMP Trigger Event as described in Section
      11.01 of this Indenture. 

     

    The
      purchase by the Indenture Trustee of all or any portion of the Trust Estate
      at a
      private Sale shall not be deemed a Sale or other disposition thereof for
      purposes of this Section 5.15(b).

     

    (c) Subject
      to this Section 5.15, unless the Holders representing at least 100% of the
      aggregate Note Principal Balance of the Notes or the Holders of 66 2/3% of
      the
      aggregate Note Principal Balance of each Class of Notes then outstanding, voting
      separately as set forth in Section 5.04(a) hereof, have otherwise consented
      or
      directed the Indenture Trustee, at any public Sale of all or any portion of
      the
      Trust Estate at which a minimum bid equal to or greater than the amount
      described in paragraph (2) of subsection (b) of this Section 5.15 has not been
      established by the Indenture Trustee and no Person bids an amount equal to
      or
      greater than such amount, the Indenture Trustee, as trustee for the benefit
      of
      the Holders of the Notes, shall bid an amount (which shall include the Indenture
      Trustee’s right, in its capacity as Indenture Trustee, to credit bid) at least
      $1.00 more than the highest other bid in order to preserve the Trust Estate
      on
      behalf of the Noteholders.

     

    (d) In
      connection with a Sale of all or any portion of the Trust Estate,

     

    (1) any
      Holder or Holders of Notes may bid for and purchase the property offered for
      sale, and upon compliance with the terms of sale may hold, retain and possess
      and dispose of such property, without further accountability, and may, in paying
      the purchase money therefor, deliver any Notes or claims for interest thereon
      in
      lieu of cash up to the amount which shall, upon distribution of the net proceeds
      of such sale, be payable thereon, and such Notes, in case the amounts so payable
      thereon shall be less than the amount due thereon, shall be returned to the
      Holders thereof after being appropriately stamped to show such partial
      payment;

     

    (2) the
      Indenture Trustee may bid for and acquire the property offered for Sale in
      connection with any Sale thereof, and, subject to any requirements of, and
      to
      the extent permitted by, applicable law in connection therewith, may purchase
      all or any portion of the Trust Estate in a private sale, and, in lieu of paying
      cash therefor, may make settlement for the purchase price by crediting the
      gross
      Sale price against the sum of (A) the amount which would be distributable to
      the
      Holders of the Notes and Holders of Certificates on the Payment Date next
      succeeding the date of such Sale and (B) the expenses of the Sale and of any
      Proceedings in connection therewith which are reimbursable to it, without being
      required to produce the Notes in order to complete any such Sale or in order
      for
      the net Sale price to be credited against such Notes, and any property so
      acquired by the Indenture Trustee shall be held and dealt with by it in
      accordance with the provisions of this Indenture;

     

    (3) the
      Indenture Trustee shall execute and deliver an appropriate instrument of
      conveyance, prepared by the Issuing Entity and satisfactory to the Indenture
      Trustee, transferring its interest in any portion of the Trust Estate in
      connection with a Sale thereof; and

     

    (4) the
      Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact
      of the Issuing Entity to transfer and convey its interest in any portion of
      the
      Trust Estate in connection with a Sale thereof, and to take all action necessary
      to effect such Sale.

     

    (e) So
      long
      as the Majority Certificateholder owns 100% of the Securities, the Majority
      Certificateholder shall not consent to any Sale of the Trust Estate as set
      forth
      herein.

     

    Section
      5.16 Action
      on Notes.
      The
      Indenture Trustee’s right to seek and recover judgment on the Notes or under
      this Indenture shall not be affected by the seeking, obtaining or application
      of
      any other relief under or with respect to this Indenture. Neither the lien
      of
      this Indenture nor any rights or remedies of the Indenture Trustee or the
      Noteholders shall be impaired by the recovery of any judgment by the Indenture
      Trustee against the Issuing Entity or by the levy of any execution under such
      judgment upon any portion of the Trust Estate or upon any of the assets of
      the
      Issuing Entity. Any money or property collected by the Indenture Trustee or
      the
      Securities Administrator shall be applied by the Securities Administrator in
      accordance with Section 5.04(b) hereof.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      VI

     

    THE
      INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR

     

    Section
      6.01 Duties
      of Indenture Trustee and Securities Administrator.
      If
      an
      Event of Default has occurred and is continuing, the Indenture Trustee shall
      exercise the rights and powers vested in it by this Indenture and use the same
      degree of care and skill in their exercise as a prudent person would exercise
      or
      use under the circumstances in the conduct of such person’s own
      affairs.

     

    (b) Except
      during the continuance of an Event of Default of which the Indenture Trustee
      has
      actual knowledge or has received written notice, in the case of the Indenture
      Trustee and, at any time, in the case of the Securities
      Administrator:

     

    (i) the
      Indenture Trustee and the Securities Administrator undertakes to perform such
      duties and only such duties as are specifically set forth in this Indenture
      and
      the other Basic Documents to which it is a party and no implied covenants or
      obligations shall be read into this Indenture and the other Basic Documents
      against the Indenture Trustee or the Securities Administrator; and

     

    (ii) in
      the
      absence of bad faith on its part, the Indenture Trustee and the Securities
      Administrator may conclusively rely, as to the truth of the statements and
      the
      correctness of the opinions expressed therein, upon certificates, reports,
      documents, Issuer Requests or other instruments or opinions furnished to each
      of
      the Indenture Trustee and the Securities Administrator and conforming to the
      requirements of this Indenture or the other Basic Documents; however, the
      Indenture Trustee and the Securities Administrator shall examine the
      certificates, reports, documents, Issuer Requests or other instruments and
      opinions to determine whether or not they conform on their face to the
      requirements of this Indenture.

     

    (c) The
      Indenture Trustee and the Securities Administrator may not be relieved from
      liability for each of its own negligent action, its own negligent failure to
      act
      or its own willful misconduct, except that:

     

    (i) this
      paragraph does not limit the effect of paragraph (b) of this Section
      6.01;

     

    (ii) neither
      the Indenture Trustee nor the Securities Administrator shall not be liable
      for
      any error of judgment made in good faith by a Responsible Officer unless it
      is
      proved that the Indenture Trustee or the Securities Administrator, as
      applicable, was negligent in ascertaining the pertinent facts; and

     

    (iii) neither
      the Indenture Trustee nor the Securities Administrator shall be liable with
      respect to any action it takes or omits to take in good faith in accordance
      with
      a direction received by it from Noteholders, the Certificateholders or from
      the
      Issuing Entity, which they are entitled to give under the Basic
      Documents.

     

    (d) The
      Indenture Trustee shall not be liable for interest on any money received by
      it
      except as set forth in the Basic Documents and as the Indenture Trustee may
      agree in writing with the Issuing Entity.

     

    (e) Money
      held in trust by the Indenture Trustee need not be segregated from other trust
      funds except to the extent required by law or the terms of this Indenture or
      the
      Trust Agreement.

     

    (f) No
      provision of this Indenture shall require the Indenture Trustee or the
      Securities Administrator 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 it shall have reasonable grounds
      to
      believe that repayment of such funds or indemnity satisfactory to it against
      such risk or liability is not reasonably assured to it.

     

    (g) Every
      provision of this Indenture relating to the conduct or affecting the liability
      of or affording protection to the Indenture Trustee shall be subject to the
      provisions of this Section.

     

    (h) The
      Indenture Trustee shall not be deemed to have notice or knowledge of any Default
      or Event of Default unless a Responsible Officer of the Indenture Trustee has
      actual knowledge thereof or unless written notice of any such event that is
      in
      fact an Event of Default or Default is received by the Indenture Trustee at
      its
      Corporate Trust Office and such notice references the Notes or Certificates
      generally, the Issuing Entity, the Trust Estate or this Indenture.

     

    (i) The
      Securities Administrator (i) may not be an originator, Master Servicer,
      Servicer, the Depositor or an affiliate of the Depositor unless the Securities
      Administrator is in an institutional trust department, (ii) must be authorized
      to exercise corporate trust powers under the laws of its jurisdiction of
      organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a
      Rating Agency, or the equivalent rating by S&P or Moody’s. If no successor
      Securities Administrator shall have been appointed and shall have accepted
      appointment within 60 days after the Securities Administrator ceases to be
      the
      Securities Administrator pursuant to Section 6.09, then the Indenture
      Trustee
      shall perform the duties of the Securities Administrator pursuant to this
      Agreement. The Indenture Trustee shall be entitled to all compensation,
      reimbursement of expenses and indemnifications that the Securities Administrator
      would have been entitled to if it had continued to act hereunder, provided,
      however, that the Indenture Trustee shall not be (i) liable for any acts or
      omissions of the Securities Administrator, or (ii) responsible for expenses
      of
      the Securities Administrator. The Indenture Trustee shall notify the Rating
      Agencies of any change of Securities Administrator.

     

    Section
      6.02 Rights
      of Indenture Trustee and Securities Administrator.
      The
      Indenture Trustee and the Securities Administrator may rely on any document
      believed by it to be genuine and to have been signed or presented by the proper
      person. The Indenture Trustee and the Securities Administrator need not
      investigate any fact or matter stated in the document.

     

    (b) Before
      the Indenture Trustee or the Securities Administrator acts or refrains from
      acting, it may require an Officer’s Certificate or an Opinion of Counsel.
      Neither the Indenture Trustee nor the Securities Administrator shall be liable
      for any action it takes or omits to take in good faith in reliance on and in
      accordance with an Officer’s Certificate or Opinion of Counsel.

     

    (c) Neither
      the Indenture Trustee nor the Securities Administrator shall be liable for
      any
      action it takes or omits to take in good faith which it believes to be
      authorized or within its rights or powers.

     

    (d) The
      Indenture Trustee or the Securities Administrator may consult with counsel,
      and
      the written advice or Opinion of Counsel (which shall not be at the expense
      of
      the Indenture Trustee or the Securities Administrator) with respect to legal
      matters relating to this Indenture, the other Basic Documents and the Notes
      shall be full and complete authorization and protection from liability in
      respect to any action taken, omitted or suffered by it hereunder in good faith
      and in accordance with the written advice or opinion of such
      counsel.

     

    (e) For
      the
      limited purpose of effecting any action to be undertaken by each of the
      Indenture Trustee and the Securities Administrator, but not specifically as
      a
      duty of the Indenture Trustee or the Securities Administrator in the Indenture,
      each of the Indenture Trustee and the Securities Administrator may execute
      any
      of the trusts or powers hereunder or perform any duties hereunder, either
      directly or by or through agents, attorneys, custodians or nominees appointed
      with due care, and shall not be responsible for any willful misconduct or
      negligence on the part of any agent, attorney, custodian or nominee so
      appointed.

     

    (f) The
      Securities Administrator or its Affiliates are permitted to receive additional
      compensation that could be deemed to be in the Securities Administrator’s
      economic self-interest for (i) serving as investment adviser, administrator,
      shareholder servicing agent, custodian or sub-custodian with respect to certain
      of the Permitted Investments, (ii) using Affiliates to effect transactions
      in
      certain Permitted Investments and (iii) effecting transactions in certain
      Permitted Investments. Such compensation shall not be considered an amount
      that
      is reimbursable or payable to the Securities Administrator (i) as part of the
      compensation hereunder or (ii) out of Available Funds.

     

    (g) Anything
      in this Indenture to the contrary notwithstanding, in no event shall the
      Indenture Trustee or the Securities Administrator be liable for special,
      indirect or consequential loss or damage of any kind whatsoever (including
      but
      not limited to lost profits), even if the Indenture Trustee or the Securities
      Administrator has been advised of the likelihood of such loss or damage and
      regardless of the form of action.

     

    (h) None
      of
      the Securities Administrator, the Issuing Entity or the Indenture Trustee shall
      be responsible for the acts or omissions of the other, it being understood
      that
      this Indenture shall not be construed to render them partners, joint venturers
      or agents of one another.

     

    (i) Neither
      the Indenture Trustee nor the Securities 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 indemnity reasonably satisfactory to it against such risk
      or
      liability is not reasonably assured to it, and none of the provisions contained
      in this Indenture shall in any event require the Indenture Trustee or the
      Securities Administrator to perform, or be responsible for the manner of
      performance of, any of the obligations of the Master Servicer under the Wells
      Fargo Servicing Agreement, except during such time, if any, as the Indenture
      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 the
      Wells
      Fargo Servicing Agreement.

     

    (j) Except
      for those actions that the Indenture Trustee or the Securities Administrator
      are
      required to take hereunder, neither the Indenture Trustee nor the Securities
      Administrator shall have any obligation or liability to take any action or
      to
      refrain from taking any action hereunder in the absence of written direction
      as
      provided hereunder.

     

    (k) Neither
      the Indenture Trustee nor the Securities Administrator shall be under any
      obligation to exercise any of the trusts or powers vested in it by this
      Indenture, other than its obligation to give notices pursuant to this Indenture,
      or to institute, conduct or defend any litigation hereunder or in relation
      hereto at the request, order or direction of any of the Noteholders pursuant
      to
      the provisions of this Indenture, unless such Noteholders shall have offered
      to
      the Indenture Trustee or the Securities Administrator, as applicable, reasonable
      security or indemnity against the costs, expenses and liabilities which may
      be
      incurred therein or thereby. Nothing contained herein shall, however, relieve
      the Indenture Trustee of the obligation, upon the occurrence of an Event of
      Default of which a Responsible Officer of the Indenture Trustee has actual
      knowledge (which has not been cured or waived), to exercise such of the rights
      and powers vested in it by this Indenture 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.

     

    (l) Neither
      the Indenture Trustee nor the Securities 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 document, unless requested in writing
      to
      do so by Holders of Notes representing not less than 25% of the Note Principal
      Balance of the Notes and provided that the payment within a reasonable time
      to
      the Indenture Trustee or the Securities 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 Indenture Trustee or the Securities
      Administrator, as applicable, reasonably assured to the Indenture Trustee by
      the
      security afforded to it by the terms of this Indenture. The Indenture Trustee
      or
      the Securities Administrator may require reasonable indemnity against such
      expense or liability as a condition to taking any such action. The reasonable
      expense of every such examination shall be paid by the Noteholders requesting
      the investigation.

     

    (m) Should
      the Indenture Trustee or the Securities Administrator deem the nature of any
      action required on its part to be unclear, the Indenture Trustee or the
      Securities Administrator, respectively, may require prior to such action that
      it
      be provided by the Depositor with reasonable further instructions.

     

    (n) The
      right
      of the Indenture Trustee or the Securities Administrator to perform any
      discretionary act enumerated in this Indenture shall not be construed as a
      duty,
      and neither the Indenture Trustee nor the Securities Administrator shall be
      accountable for other than its negligence or willful misconduct in the
      performance of any such act.

     

    (o) Neither
      the Indenture Trustee nor the Securities Administrator shall be required to
      give
      any bond or surety with respect to the execution of the trust created hereby
      or
      the powers granted hereunder.

     

    (p) Neither
      the Indenture Trustee nor the Securities Administrator shall have any duty
      to
      conduct any affirmative investigation as to the occurrence of any condition
      requiring the repurchase of any Mortgage Loan by the Seller pursuant to this
      Indenture or the Mortgage Loan Purchase Agreement, as applicable, or the
      eligibility of any Mortgage Loan for purposes of this Indenture.

     

    (q) The
      Indenture Trustee shall not be deemed to have notice or actual knowledge of
      any
      Default or Event of Default unless actually known to a Responsible Officer
      of
      the Indenture Trustee or written notice thereof (making reference to this
      Indenture or the Notes) is received by the Indenture Trustee at the Corporate
      Trust Office.

     

    Section
      6.03 Individual
      Rights of Indenture Trustee.
      The
      Indenture Trustee in its individual or any other capacity may become the owner
      or pledgee of Notes and may otherwise deal with the Issuing Entity or its
      Affiliates with the same rights it would have if it were not Indenture Trustee,
      subject to the requirements of the Trust Indenture Act. Any Note Registrar,
      co-registrar or co-paying agent may do the same with like rights. However,
      the
      Indenture Trustee must comply with Section 6.12 hereof.

     

    Section
      6.04 [Reserved].

     

    Section
      6.05 Indenture
      Trustee’s and Securities Administrator’s Disclaimer.
      Neither
      the Indenture Trustee nor the Securities Administrator shall be responsible
      for
      and makes no representation as to the validity or adequacy of this Indenture,
      the Notes or any other Basic Document, it shall not be accountable for the
      Issuing Entity’s use of the proceeds from the Notes, and it shall not be
      responsible for any statement of the Issuing Entity in the Indenture or in
      any
      document issued in connection with the sale of the Notes or in the Notes other
      than the Securities Administrator’s certificate of authentication.

     

    Section
      6.06 Notice
      of Event of Default.
      Subject
      to Section 5.01, the Indenture Trustee shall promptly mail to each Noteholder
      notice of the Event of Default after it is known to a Responsible Officer of
      the
      Indenture Trustee, unless such Event of Default shall have been waived or cured.
      Except in the case of an Event of Default in payment of principal of or interest
      on any Note, the Indenture Trustee may withhold the notice if and so long as
      a
      committee of its Responsible Officers in good faith determines that withholding
      the notice is in the best interests of Noteholders.

     

    Section
      6.07 Reports
      to Holders and Tax Administration. 

     

    The
      Securities Administrator shall deliver to each Noteholder such information
      as
      may be required and such other customary information as the Securities
      Administrator may determine and/or be required by the Internal Revenue Service
      or by a federal or state law or rules or regulations to enable such holder
      to
      prepare its federal and state income tax returns.

     

    The
      Securities Administrator shall prepare and file (or cause to be prepared and
      filed), on behalf of the Owner Trustee, all tax returns (if any) and information
      reports, tax elections and such annual or other reports of the Issuing Entity
      as
      are necessary for preparation of tax returns and information reports as provided
      in Section 5.03 of the Trust Agreement, including without limitation Form 1099.
      All tax returns and information reports shall be signed by the Owner Trustee
      or
      to the extent permitted by law, the Securities Administrator as provided in
      Section 5.03 of the Trust Agreement.

     

    Section
      6.08 Compensation.
      An
      annual fee shall be paid to the Indenture Trustee by the Master Servicer
      pursuant to a separate agreement between the Indenture Trustee and the Master
      Servicer. In addition, the Indenture Trustee and the Securities Administrator
      will each be entitled to recover from the Payment Account pursuant to Section
      3.25 of this Indenture all reasonable out-of-pocket expenses, disbursements
      and
      advances and the expenses of the Indenture Trustee and the Securities
      Administrator, respectively, in connection with any breach of this Indenture
      or
      any claim or legal action (including any pending or threatened claim or legal
      action) or otherwise incurred or made by the Indenture Trustee or the Securities
      Administrator, respectively, in the administration of the trusts hereunder
      (including the reasonable compensation, expenses and disbursements of its
      counsel) except any such expense, disbursement or advance as may arise from
      its
      own negligence or intentional misconduct or which is the responsibility of
      the
      Noteholders as provided herein. Such compensation and reimbursement obligation
      shall not be limited by any provision of law in regard to the compensation
      of a
      trustee of an express trust. Additionally, each of the Indenture Trustee and
      the
      Securities Administrator and any director, officer, employee or agent of the
      Indenture Trustee or the Securities Administrator shall be indemnified by the
      Trust and held harmless against any loss, liability or expense (including
      reasonable attorney's fees and expenses) incurred in the administration of
      this
      Indenture (other than its ordinary out of pocket expenses incurred hereunder)
      or
      in connection with any claim or legal action relating to (a) the Basic Documents
      or (b) the Notes, other than any loss, liability or expense incurred by reason
      of its own negligence or intentional misconduct, or which is the responsibility
      of the Noteholders as provided herein.

     

    The
      Issuing Entity's payment obligations to the Indenture Trustee and Securities
      Administrator pursuant to this Section 6.08 shall survive the discharge of
      this
      Indenture and the termination or resignation of the Indenture Trustee or
      Securities Administrator. When the Indenture Trustee or the Securities
      Administrator incurs expenses after the occurrence of an Event of Default with
      respect to the Issuing Entity, the expenses are intended to constitute expenses
      of administration under Title 11 of the United States Code or any other
      applicable federal or state bankruptcy, insolvency or similar law.

     

    Section
      6.09 Replacement
      of Indenture Trustee and the Securities Administrator.
      No
      resignation or removal of the Indenture Trustee or the Securities Administrator
      and no appointment of a successor Indenture Trustee or a successor Securities
      Administrator shall become effective until the acceptance of appointment by
      the
      successor Indenture Trustee pursuant to this Section 6.09. The Indenture Trustee
      or the Securities Administrator may resign at any time by so notifying the
      Issuing Entity. In the event that the Indenture Trustee determines that a
      conflict of interest exists between the Holders of the Class A Notes and the
      Holders of any Class of Subordinate Notes, then the Indenture Trustee shall
      be
      entitled to resign as the indenture trustee for all Classes of Notes other
      than
      the Class A Notes. In such event the Holders of a majority of Note Principal
      Balances of all of the Subordinate Notes shall designate a separate indenture
      trustee to represent their interests hereunder. Holders of a majority of Note
      Principal Balances of each Class of Notes may remove the Indenture Trustee
      by so
      notifying the Indenture Trustee and may appoint a successor Indenture Trustee.
      The Issuing Entity shall remove the Indenture Trustee or the Securities
      Administrator, as applicable, if:

     

    (i) the
      Indenture Trustee or the Securities Administrator fails to comply with or
      qualify pursuant to the provisions of Section 6.12 hereof;

     

    (ii) the
      Indenture Trustee or the Securities Administrator is adjudged a bankrupt or
      insolvent;

     

    (iii) a
      receiver or other public officer takes charge of the Indenture Trustee or the
      Securities Administrator or its property;

     

    (iv) the
      Indenture Trustee or the Securities Administrator otherwise becomes incapable
      of
      acting; or

     

    (v) the
      Master Servicer is terminated pursuant to Section 5.01 of the Wells Fargo
      Servicing Agreement.

     

    If
      the
      Indenture Trustee or the Securities Administrator resigns or is removed or
      if a
      vacancy exists in the office of the Indenture Trustee or the Securities
      Administrator for any reason (the Indenture Trustee or the Securities
      Administrator in such event being referred to herein as the retiring Indenture
      Trustee or the retiring Securities Administrator ), the Issuing Entity shall
      promptly appoint a successor Indenture Trustee or successor Securities
      Administrator.

     

    Each
      of a
      successor Indenture Trustee or successor Securities Administrator shall deliver
      a written acceptance of its appointment to the retiring Indenture Trustee or
      the
      retiring Securities Administrator, as applicable, and to the Issuing Entity.
      Thereupon, the resignation or removal of the retiring Indenture Trustee or
      the
      retiring Securities Administrator shall become effective, and the successor
      Indenture Trustee or successor Securities Administrator shall have all the
      rights, powers and duties of the Indenture Trustee or the Securities
      Administrator, as applicable, under this Indenture. The successor Indenture
      Trustee or successor Securities Administrator shall each mail a notice of its
      succession to Noteholders. The retiring Indenture Trustee or the retiring
      Securities Administrator shall promptly transfer all property held by it as
      Indenture Trustee or Securities Administrator, as applicable, to the successor
      Indenture Trustee or successor Securities Administrator.

     

    If
      a
      successor Indenture Trustee or successor Securities Administrator does not
      take
      office within 60 days after the retiring Indenture Trustee or the retiring
      Securities Administrator, as applicable, resigns or is removed, the retiring
      Indenture Trustee or the retiring Securities Administrator, the Issuing Entity
      or the Holders of a majority of Note Principal Balances of the Notes may
      petition any court of competent jurisdiction for the appointment of a successor
      Indenture Trustee or successor Securities Administrator.

     

    Notwithstanding
      the replacement of the Indenture Trustee or the Securities Administrator
      pursuant to this Section, the Issuing Entity's obligations under Section 6.07
      shall continue for the benefit of the retiring Indenture Trustee or the retiring
      Securities Administrator.

     

    Section
      6.10 Successor
      Indenture Trustee and Securities Administrator by Merger.
      If the
      Indenture Trustee or the Securities Administrator consolidates with, merges
      or
      converts into, or transfers all or substantially all of its corporate trust
      business or assets to, another corporation or banking association, the
      resulting, surviving or transferee corporation, without any further act, shall
      be the successor Indenture Trustee or successor Securities Administrator, as
      applicable; provided, that such corporation or banking association shall be
      otherwise qualified and eligible under Section 6.12 hereof. The Indenture
      Trustee and the Securities Administrator shall provide the Rating Agencies
      and
      the Issuing Entity with prior written notice, and the Noteholders with prompt
      written notice, of any such transaction.

     

    If
      at the
      time such successor or successors by merger, conversion or consolidation to
      the
      Indenture Trustee shall succeed to the trusts created by this Indenture and
      any
      of the Notes shall have been authenticated but not delivered, any such successor
      to the Indenture Trustee may adopt the certificate of authentication of any
      predecessor trustee and deliver such Notes so authenticated; and if at that
      time
      any of the Notes shall not have been authenticated, any successor to the
      Indenture Trustee may authenticate such Notes either in the name of any
      predecessor hereunder or in the name of the successor to the Indenture Trustee;
      and in all such cases such certificates shall have the full force which is
      in
      the Notes or in this Indenture provided that the certificate of the Indenture
      Trustee shall have.

     

    Section
      6.11 Appointment
      of Co-Indenture Trustee or Separate Indenture Trustee.
      Notwithstanding
      any other provisions of this Indenture, at any time, for the purpose of meeting
      any legal requirement of any jurisdiction in which any part of the Trust Estate
      may at the time be located, the Indenture Trustee shall have the power and
      may
      execute and deliver all instruments to appoint one or more Persons to act as
      a
      co-trustee or co-trustees, or separate trustee or separate trustees, of all
      or
      any part of the Trust Estate, and to vest in such Person or Persons, in such
      capacity and for the benefit of the Noteholders, such title to the Trust Estate,
      or any part hereof, and, subject to the other provisions of this Section, such
      powers, duties, obligations, rights and trusts as the Indenture Trustee may
      consider necessary or desirable. No co-trustee or separate trustee hereunder
      shall be required to meet the terms of eligibility as a successor trustee under
      Section 6.12 hereof.

     

    (b) Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (i) all
      rights, powers, duties and obligations conferred or imposed upon the Indenture
      Trustee shall be conferred or imposed upon and exercised or performed by the
      Indenture Trustee and such separate trustee or co-trustee jointly (it being
      understood that such separate trustee or co-trustee is not authorized to act
      separately without the Indenture Trustee joining in such act), except to the
      extent that under any law of any jurisdiction in which any particular act or
      acts are to be performed the Indenture 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 the Trust Estate
      or
      any portion thereof in any such jurisdiction) shall be exercised and performed
      singly by such separate trustee or co-trustee, but solely at the direction
      of
      the Indenture Trustee;

     

    (ii) no
      trustee hereunder shall be personally liable by reason of any act or omission
      of
      any other trustee hereunder; and

     

    (iii) the
      Indenture Trustee may at any time accept the resignation of or remove any
      separate trustee or co-trustee.

     

    (c) Any
      notice, request or other writing given to the Indenture 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 Indenture and the conditions
      of this Article VI. Each separate trustee and co-trustee, upon its acceptance
      of
      the trusts conferred, shall be vested with the estates or property specified
      in
      its instrument of appointment, either jointly with the Indenture Trustee or
      separately, as may be provided therein, subject to all the provisions of this
      Indenture, specifically including every provision of this Indenture relating
      to
      the conduct of, affecting the liability of, or affording protection to, the
      Indenture Trustee. Every such instrument shall be filed with the Indenture
      Trustee.

     

    (d) Any
      separate trustee or co-trustee may at any time constitute the Indenture 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 Indenture
      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
      Indenture Trustee, to the extent permitted by law, without the appointment
      of a
      new or successor trustee.

     

    Section
      6.12 Eligibility;
      Disqualification.
      The
      Indenture Trustee shall at all times be an entity that meets the requirements
      of
      Section 3(c)(3) under the Investment Company Act of 1940 applicable to a
      trustee, and shall have a combined capital and surplus of at least $50,000,000
      as set forth in its most recent published annual report of condition and it
      or
      its parent shall have a long-term debt rating of Baa3 or better by
      Moody’s.

     

    Section
      6.13 [Reserved].

     

    Section
      6.14 Representations
      and Warranties.
      The
      Indenture Trustee hereby represents that:

     

    (i) The
      Indenture Trustee is duly organized and validly existing as a national banking
      association in good standing under the laws of the United States with power
      and
      authority to own its properties and to conduct its business as such properties
      are currently owned and such business is presently conducted;

     

    (ii) The
      Indenture Trustee has the power and authority to execute and deliver this
      Indenture and to carry out its terms; and the execution, delivery and
      performance of this Indenture have been duly authorized by the Indenture Trustee
      by all necessary corporate action;

     

    (iii) The
      consummation of the transactions contemplated by this Indenture and the
      fulfillment of the terms hereof do not conflict with, result in any breach
      of
      any of the terms and provisions of, or constitute (with or without notice or
      lapse of time) a default under, the articles of incorporation or bylaws of
      the
      Indenture Trustee or any agreement or other instrument to which the Indenture
      Trustee is a party or by which it is bound; and

     

    (iv) To
      the
      Indenture Trustee’s knowledge, there are no proceedings or investigations
      pending or threatened before any court, regulatory body, administrative agency
      or other governmental instrumentality having jurisdiction over the Indenture
      Trustee or its properties: (A) asserting the invalidity of this Indenture,
      (B)
      seeking to prevent the consummation of any of the transactions contemplated
      by
      this Indenture or (C) seeking any determination or ruling that might materially
      and adversely affect the performance by the Indenture Trustee of its obligations
      under, or the validity or enforceability of, this Indenture.

     

    Section
      6.15 Directions
      to Indenture Trustee and the Securities Administrator.
      The
      Indenture Trustee is hereby directed:

     

    (a) to
      accept
      the pledge of the Mortgage Loans and hold the assets of the Trust in trust
      for
      the Noteholders;

     

    (b) the
      Securities Administrator is hereby directed to (i) authenticate and deliver
      the
      Notes substantially in the form prescribed by Exhibits A-1, A-2 and A-3 to
      this
      Indenture in accordance with the terms of this Indenture; and

     

    (c) to
      take
      all other actions as shall be required to be taken by the Securities
      Administrator pursuant to the terms of this Indenture and the other Basic
      Documents.

     

    Section
      6.16 The
      Agents.
      The
      provisions of this Indenture relating to the limitations of the Indenture
      Trustee’s liability and to its rights and protections shall inure also to the
      Paying Agent, Note Registrar and Certificate Registrar.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      VII

     

    NOTEHOLDERS’
      LISTS AND REPORTS

     

    Section
      7.01 Issuing
      Entity To Furnish Securities Administrator Trustee Names and Addresses of
      Noteholders.
      The
      Issuing Entity will furnish or cause to be furnished to the Securities
      Administrator not
      more
      than five days after each Record Date, a list, in such form as the Securities
      Administrator may reasonably require, of the names and addresses of the Holders
      of Notes as of such Record Date, and (b) at such other times as the Securities
      Administrator may request in writing, within 30 days after receipt by the
      Issuing Entity of any such request, a list of similar form and content as of
      a
      date not more than 10 days prior to the time such list is furnished; provided,
      however, that so long as the Securities Administrator is the Note Registrar,
      no
      such list shall be required to be furnished to the Securities
      Administrator.

     

    Section
      7.02 Preservation
      of Information; Communications to Noteholders.
      The
      Securities Administrator shall preserve, in as current a form as is reasonably
      practicable, the names and addresses of the Holders of Notes contained in the
      most recent list furnished to the Securities Administrator as provided in
      Section 7.01 hereof and the names and addresses of Holders of Notes received
      by
      the Securities Administrator in its capacity as Note Registrar. The Securities
      Administrator may destroy any list furnished to it as provided in such Section
      7.01 upon receipt of a new list so furnished.

     

    (b) Noteholders
      may communicate with other Noteholders with respect to their rights under this
      Indenture or under the Notes.

     

    Section
      7.03 Financial
      Information.
      For so
      long as any of the Notes bearing a restrictive legend remains outstanding and
      is
      a “restricted security” within the meaning of Rule 144(a)(3) under the
      Securities Act, the Issuing Entity shall, during any period in which it is
      not
      subject to Section 13 or 15(d) of the Exchange Act nor exempt from reporting
      pursuant to Rule 12g3-2(b) under such Act, cause the Securities Administrator
      to
      make available to any Holder of any such Note in connection with any sale
      thereof and to any prospective purchaser of any such Note from such Holder,
      in
      each case upon request, the information specified in, and meeting the
      requirements of, Rule 144A(d)(4) under the Securities Act that is in the
      Securities Administrator’s possession or reasonably obtainable by it, if
      requested, from the Master Servicer (and to the extent such information is
      in
      the Master Servicer’s possession or is reasonably obtainable by it from the
      Servicer).

     

    Unless
      the Issuing Entity otherwise determines, the fiscal year of the Issuing Entity
      shall end on December 31 of each year.

     

    Section
      7.04 Statements
      to Noteholders.
      (a)
      With respect to each Payment Date, the Securities Administrator shall make
      available via the Securities Administrator’s website, initially located at
      www.ctslink.com, to each Noteholder and each Certificateholder, the Depositor,
      the Issuing Entity, the Seller, the Owner Trustee, the Certificate Paying Agent
      and the Rating Agencies, a statement setting forth the following information
      as
      to the Notes, to the extent applicable:

     

    (i) the
      Available Funds, the Carryover Shortfall Amount on each Class of Notes (other
      than the Class X Notes and Class B Notes) for such Payment Date;

     

    (ii) (a)
      the
      amount of such distribution to each Class of Notes (other than the Class X
      Notes) applied to reduce the Note Principal Balance thereof, and (b) the
      aggregate amount included therein representing Principal
      Prepayments;

     

    (iii) the
      amount of such distribution to Holders of each Class of Notes allocable to
      interest;

     

    (iv) the
      amount of any distribution to the Certificates;

     

    (v) if
      the
      distribution to the Holders of any Class of Notes is less than the full amount
      that would be distributable to such Holders if there were sufficient funds
      available therefor, the amount of the shortfall;

     

    (vi) the
      number and the aggregate Scheduled Principal Balance of the Mortgage Loans
      as of
      the end of the related Due Period;

     

    (vii) the
      aggregate Note Principal Balance of each Class of Notes, after giving effect
      to
      the amounts distributed on such Payment Date, separately identifying any
      reduction thereof due to Realized Losses and the aggregate Note Principal
      Balance of the Notes after giving effect to the distribution of principal on
      such Payment Date;

     

    (viii) the
      number and aggregate Scheduled Principal Balance of Mortgage Loans (a) as to
      which the Monthly Payment is delinquent for 31-60 days, 61-90 days, 91 or more
      days, respectively, (b) in foreclosure and (c) that have become REO Property,
      in
      each case as of the end of the preceding calendar month;

     

    (ix) the
      amount of any Monthly Advances and Compensating Interest payments;

     

    (x) the
      aggregate Realized Losses with respect to the related Payment Date and
      cumulative Realized Losses since the Closing Date;

     

    (xi) the
      number and aggregate Scheduled Principal Balance of Mortgage Loans repurchased
      pursuant to the Mortgage Loan Purchase Agreement for the related Payment Date
      and cumulatively since the Closing Date;

     

    (xii) the
      book
      value (if available) of any REO Property;

     

    (xiii) the
      amount of any Prepayment Interest Shortfalls or Relief Act Shortfalls for such
      Payment Date; 

     

    (xiv) [reserved];

     

    (xv) the
      aggregate Scheduled Principal Balance of Mortgage Loans purchased pursuant
      to
      Section 2.04 of the Sale and Servicing Agreement for the related Payment Date
      and cumulatively since the Closing Date;

     

    (xvi) information
      regarding any new issuance of securities backed by the same asset pool, any
      pool
      asset changes, such as additions or removals of Mortgage Loans from the Trust
      Estate, if applicable; and

     

    (xvii) any
      material changes in the solicitation, credit-granting, underwriting,
      origination, acquisition or Mortgage Loan selection criteria or procedures,
      as
      applicable, used to originate, acquire or select Mortgage Loans for the Trust
      Estate.

     

    The
      Depositor covenants that if there is a material change in the solicitation,
      credit-granting, underwriting, origination, acquisition or Mortgage Loan
      selection criteria or procedures, as applicable, used to originate, acquire
      or
      select Mortgage Loans for the Trust Estate that it will notify the Securities
      Administrator five calendar days before each Payment Date, and if no such
      notification occurs, the Securities Administrator has no obligation to report
      with respect to (xvii). The Depositor covenants to the Securities Administrator
      that there will be no new issuance of securities backed by the same asset pool,
      so the Securities Administrator will only be responsible in (xvi) above for
      reporting any pool asset changes, such as additions or removals of Mortgage
      Loans from the Trust Estate.

     

    Items
      (iii) and (iv) above shall be presented on the basis of a Note having a $1,000
      denomination. In addition, by January 31 of each calendar year following any
      year during which the Notes are outstanding, the Securities Administrator shall
      furnish a report to each Noteholder of record if so requested in writing at
      any
      time during each calendar year as to the aggregate of amounts reported pursuant
      to (iii) and (iv) with respect to the Notes for such calendar year.

     

    The
      Securities Administrator may conclusively rely upon the information provided
      by
      the Master Servicer to the Securities Administrator in its preparation of
      monthly statements to Noteholders.

     

    The
      Securities Administrator will make the monthly statements provided for in this
      section (and, at its option, any additional files containing the same
      information in an alternative format) available each month to Noteholders,
      each
      Noteholder and each Certificateholder, the Depositor, the Issuing Entity, the
      Seller, the Owner Trustee, the Certificate Paying Agent and the Rating Agency
      via the Securities Administrator's website. The Securities Administrator’s
      website shall initially be located at “www.ctslink.com.” Assistance in using the
      website can be obtained by calling the Securities Administrator’s customer
      service desk at (301) 815-6600. Parties that are unable to use the website
      are
      entitled to have a paper copy mailed to them via first class mail by calling
      the
      Securities Administrator’s customer service desk and indicating such. The
      Securities Administrator may have the right to change the way the monthly
      statements are distributed in order to make such distribution more convenient
      and/or more accessible to the above parties and the Securities Administrator
      shall provide timely and adequate notification to all above parties regarding
      any such changes.

     

    The
      Securities Administrator shall 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 monthly statement, and may affix thereto
      any disclaimer it deems appropriate in its reasonable discretion (without
      suggesting liability on the part of any other party hereto).

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    ARTICLE
      VIII

     

    ACCOUNTS,
      DISBURSEMENTS AND RELEASES

     

    Section
      8.01 Collection
      of Money.
      Except
      as otherwise expressly provided herein, the Securities Administrator may demand
      payment or delivery of, and shall receive and collect, directly and without
      intervention or assistance of any fiscal agent or other intermediary, all money
      and other property payable to or receivable by the Securities Administrator
      pursuant to this Indenture. The Securities Administrator shall apply all such
      money received by it as provided in this Indenture. Except as otherwise
      expressly provided in this Indenture, if any default occurs in the making of
      any
      payment or performance under any agreement or instrument that is part of the
      Trust Estate, the Indenture Trustee may take such action as may be appropriate
      to enforce such payment or performance, including the institution and
      prosecution of appropriate Proceedings. Any such action shall be without
      prejudice to any right to claim a Default or Event of Default under this
      Indenture and any right to proceed thereafter as provided in Article
      V.

     

    Section
      8.02 Officer’s
      Certificate.
      The
      Indenture Trustee shall receive at least seven Business Days’ notice when
      requested by the Issuing Entity to take any action pursuant to Section 8.06(a)
      hereof, accompanied by copies of any instruments to be executed, and the
      Indenture Trustee shall also require, as a condition to such action, an
      Officer’s Certificate, in form and substance satisfactory to the Indenture
      Trustee, stating the legal effect of any such action, outlining the steps
      required to complete the same, and concluding that all conditions precedent
      to
      the taking of such action have been complied with.

     

    Section
      8.03 Termination
      Upon Distribution to Noteholders.
      This
      Indenture and the respective obligations and responsibilities of the Issuing
      Entity, the Securities Administrator and the Indenture Trustee created hereby
      shall terminate upon the distribution to Noteholders, the Certificate Paying
      Agent on behalf of the Certificateholders, the Securities Administrator and
      the
      Indenture Trustee of all amounts required to be distributed pursuant to Article
      III; provided, however, that in no event shall the trust created hereby continue
      beyond the expiration of 21 years from the death of the 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.

     

    Section
      8.04 Termination
      Upon REMIC Conversion.
      Notwithstanding anything to the contrary herein, this Indenture and the
      respective obligations and responsibilities of the Issuer, the Securities
      Administrator, the Note Registrar, the Paying Agent, the Authenticating Agent
      and the Indenture Trustee created hereby shall terminate upon the surrender
      of
      Notes by the Holders thereof in exchange for the corresponding Classes of REMIC
      Class A Notes or REMIC Privately Offered Certificates pursuant to Section 8.06
      below in connection with the REMIC Conversion as described in Article XI hereof
      and the discharge of this Indenture pursuant to Section 4.10
      hereof.

     

    Section
      8.05 Release
      of Trust Estate.
      Subject
      to the payment of its fees and expenses, the Indenture Trustee may, and when
      required by the provisions of this Indenture shall, execute instruments to
      release property from the lien of this Indenture, or convey the Indenture
      Trustee’s interest in the same, in a manner and under circumstances that are not
      inconsistent with the provisions of this Indenture, including for the purposes
      of any purchase of a Mortgage Loan by the Majority Certificateholder pursuant
      to
      Section 8.06 of this Indenture. No party relying upon an instrument executed
      by
      the Indenture Trustee as provided in Article VIII hereunder shall be bound
      to
      ascertain the Indenture Trustee’s authority, inquire into the satisfaction of
      any conditions precedent, or see to the application of any monies.

     

    (b) The
      Indenture Trustee shall, at such time as (i) it is notified by the Securities
      Administrator that there are no Notes Outstanding and (ii) all sums then due
      and
      unpaid to the Indenture Trustee pursuant to this Indenture have been paid,
      release any remaining portion of the Trust Estate that secured the Notes from
      the lien of this Indenture.

     

    (c) The
      Indenture Trustee shall release property from the lien of this Indenture
      pursuant to this Section 8.05 only upon receipt of a request from the Issuing
      Entity or in conjunction with a sale or other transfer of such property required
      to occur for the proposed transfer of Privately Offered Notes or Certificates
      in
      connection with a REMIC Conversion, as described in Section 11.01 herein and
      in
      the Trust Agreement.

     

    Section
      8.06 Surrender
      of Notes Upon Final Payment or Receipt of REMIC Securities.
      By
      acceptance of any Note, the Holder thereof agrees to surrender such Note to
      the
      Securities Administrator promptly prior to such Noteholder’s receipt of the
      final payment thereon or promptly upon receipt of the corresponding Class of
      REMIC Class A Note or REMIC Privately Offered Certificate following the
      occurrence of the REMIC Conversion as described in Article XI.

     

    Section
      8.07 Optional
      Redemption of the Mortgage Loans.
      The
      Majority Certificateholder shall have the option to purchase the assets of
      the
      Trust and thereby cause the redemption of the Notes, in whole, but not in part,
      on or after the Payment Date on which the aggregate Scheduled Principal Balance
      of the Mortgage Loans as of the end of the prior Due Period is 10% or less
      of
      the Cut-off Date Balance. The aggregate redemption price (the “Redemption
      Price”) for the Notes will be equal to 100% of the aggregate outstanding Note
      Principal Balance of the Notes as of the Payment Date on which the proposed
      redemption will take place in accordance with the foregoing, together with
      accrued and unpaid interest thereon at the applicable Note Interest Rate through
      such Payment Date (including any related Net Interest Shortfall and Carryover
      Shortfall Amount), plus an amount sufficient to pay in full all amounts owing
      to
      the Indenture Trustee, the Master Servicer and the Securities Administrator,
      pursuant to any Basic Document (which amounts shall be specified in writing
      upon
      request of the Issuing Entity, the Indenture Trustee, the Master Servicer and
      the Securities Administrator, as applicable).

     

    (b) In
      order
      to exercise the foregoing option, the Majority Certificateholder shall provide
      written notice of its exercise of such option to the Securities Administrator,
      the Issuing Entity, the Owner Trustee and the Master Servicer at least 15 days
      prior to its exercise. Following receipt of the notice, the Securities
      Administrator shall provide written notice to the Noteholders of the final
      payment on the Notes. In addition, the Majority Certificateholder shall, not
      less than one Business Day prior to the proposed Payment Date on which such
      redemption is to be made, deposit the Redemption Price specified in (a) above
      with the Securities Administrator, who shall deposit the Redemption Price into
      the Payment Account and shall, on the Payment Date after receipt of the funds,
      apply such funds to make final payments of principal and interest on the Notes
      in accordance with Section 3.03 hereof and payment to the Securities
      Administrator and the Master Servicer as set forth in (a) above, and this
      Indenture shall be discharged subject to the provisions of Section 4.10 hereof.
      If for any reason the amount deposited by the Majority Certificateholder is
      not
      sufficient to make such redemption or such redemption cannot be completed for
      any reason, (a) the amount so deposited by the Majority Certificateholder with
      the Securities Administrator shall be immediately returned to the Majority
      Certificateholder in full and shall not be used for any other purpose or be
      deemed to be part of the Trust Estate and (b) the Note Principal Balance of
      the
      Notes shall continue to bear interest at the related Note Interest
      Rate.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      IX

     

    SUPPLEMENTAL
      INDENTURES

     

    Section
      9.01 Supplemental
      Indentures Without Consent of Noteholders.
      Without
      the consent of the Holders of any Notes but with prior notice to the Rating
      Agencies, the Issuing Entity, the Indenture Trustee and the Securities
      Administrator, when authorized by an Issuer Request, at any time and from time
      to time, may enter into one or more indentures supplemental hereto, in form
      satisfactory to the Indenture Trustee and the Securities Administrator, for
      any
      of the following purposes:

     

    (i) to
      correct or amplify the description of any property at any time subject to the
      lien of this Indenture, or better to assure, convey and confirm unto the
      Indenture Trustee any property subject or required to be subjected to the lien
      of this Indenture, or to subject to the lien of this Indenture additional
      property;

     

    (ii) to
      evidence the succession, in compliance with the applicable provisions hereof,
      of
      another person to the Issuing Entity, and the assumption by any such successor
      of the covenants of the Issuing Entity herein and in the Notes
      contained;

     

    (iii) to
      add to
      the covenants of the Issuing Entity, for the benefit of the Holders of the
      Notes, or to surrender any right or power herein conferred upon the Issuing
      Entity;

     

    (iv) to
      convey, transfer, assign, mortgage or pledge any property to or with the
      Indenture Trustee;

     

    (v) to
      cure
      any ambiguity, to correct or supplement any provision herein or in any
      supplemental indenture that may be inconsistent with any other provision herein
      or in any supplemental indenture;

     

    (vi) to
      make
      any other provisions with respect to matters or questions arising under this
      Indenture or in any supplemental indenture; provided, that such action shall
      not
      materially and adversely affect the interests of the Holders of the Notes;
      provided further, that such supplemental indenture will be deemed to not
      materially and adversely affect the interests of the Holders of the Notes if
      a
      Rating Confirmation is received with respect to such supplemental indenture;
      

     

    (vii) to
      evidence and provide for the acceptance of the appointment hereunder by a
      successor trustee with respect to the Notes and to add to or change any of
      the
      provisions of this Indenture as shall be necessary to facilitate the
      administration of the trusts hereunder by more than one trustee, pursuant to
      the
      requirements of Article VI hereof; or

     

    (viii) to
      amend
      the provisions hereof to add or eliminate or change any provision relating
      to
      the REMIC Conversion or activities related thereto;

     

    provided,
      however,
      that no
      such indenture supplements shall be entered into unless the Indenture Trustee
      and the Securities Administrator shall have received an Opinion of Counsel
      not
      at the expense of the Indenture Trustee or the Securities Administrator as
      to
      the enforceability of any such indenture supplement and to the effect that
      (i)
      such indenture supplement is permitted hereunder and such indenture supplement
      will not materially and adversely affect the Holders of the Notes (other than
      in
      the case of clause (viii) above) and (ii) entering into such indenture
      supplement will not result in a “significant modification” of the Class A-1,
      Class A-2, Class A-3 and Class A-4 Notes and any other Classes of Notes with
      respect to which a "will be debt" opinion has been rendered by nationally
      recognized tax counsel and furnished to the Securities Administrator under
      Treasury Regulation Section 1.1001-3 (other than in the case of clause (viii)
      above) or adversely affect the indebtedness status of such Notes.

     

    The
      Indenture Trustee and the Securities Administrator are hereby authorized to
      join
      in the execution of any such supplemental indenture and to make any further
      appropriate agreements and stipulations that may be therein
      contained.

     

    (b) The
      Issuing Entity, the Securities Administrator and the Indenture Trustee, when
      authorized by an Issuer Request, in the case of the Securities Administrator
      and
      the Indenture Trustee may, also without the consent of any of the Holders of
      the
      Notes and prior notice to the Rating Agency, enter into an indenture or
      indentures supplemental hereto for the purpose of adding any provisions to,
      or
      changing in any manner or eliminating any of the provisions of, this Indenture
      or of modifying in any manner the rights of the Holders of the Notes under
      this
      Indenture; provided, however, that such action as evidenced by an Opinion of
      Counsel, (i) is permitted by this Indenture, (ii) shall not adversely affect
      in
      any material respect the interests of any Noteholder and (iii) shall not cause
      the Issuing Entity to be subject to an entity level tax for federal income
      tax
      purposes.

     

    Section
      9.02 Supplemental
      Indentures With Consent of Noteholders.
      The
      Issuing Entity, the Securities Administrator and the Indenture Trustee, when
      authorized by an Issuer Request in the case of the Securities Administrator
      and
      the Indenture Trustee, also may, with prior notice to the Rating Agencies and,
      with the consent Holders of not less than a majority of the Note Principal
      Balance of each Class of Notes affected thereby, by Act (as defined in Section
      10.03 hereof) of such Holders delivered to the Issuing Entity, the Securities
      Administrator and the Indenture Trustee, enter into an indenture or indentures
      supplemental hereto for the purpose of adding any provisions to, or changing
      in
      any manner or eliminating any of the provisions of, this Indenture or of
      modifying in any manner the rights of the Holders of the Notes under this
      Indenture; provided, however, that no such supplemental indenture shall, without
      the consent of the Holder of each Note affected thereby:

     

    (i) change
      the date of payment of any installment of principal of or interest on any Note,
      or reduce the principal amount thereof or the interest rate thereon, change
      the
      provisions of this Indenture relating to the application of collections on,
      or
      the proceeds of the sale of, the Trust Estate and to payment of principal of
      or
      interest on the Notes, or change any place of payment where, or the coin or
      currency in which, any Note or the interest thereon is payable, or impair the
      right to institute suit for the enforcement of the provisions of this Indenture
      requiring the application of funds available therefor, as provided in Article
      V,
      to the payment of any such amount due on the Notes on or after the respective
      due dates thereof;

     

    (ii) reduce
      the percentage of the Note Principal Balances of the Notes, or any Class of
      Notes, the consent of the Holders of which is required for any such supplemental
      indenture, or the consent of the Holders of which is required for any waiver
      of
      compliance with certain provisions of this Indenture or certain defaults
      hereunder and their consequences provided for in this Indenture;

     

    (iii) modify
      or
      alter the provisions of the proviso to the definition of the term “Outstanding”
or modify or alter the exception in the definition of the term
“Holder”;

     

    (iv) reduce
      the percentage of the Note Principal Balances of the Notes, or any Class of
      Notes, required to direct the Indenture Trustee to direct the Issuing Entity
      to
      sell or liquidate the Trust Estate pursuant to Section 5.04 hereof;

     

    (v) modify
      any provision of this Section 9.02 except to increase any percentage specified
      herein or to provide that certain additional provisions of this Indenture or
      the
      Basic Documents cannot be modified or waived without the consent of the Holder
      of each Note affected thereby;

     

    (vi) modify
      any of the provisions of this Indenture in such manner as to affect the
      calculation of the amount of any payment of interest or principal due on any
      Note on any Payment Date (including the calculation of any of the individual
      components of such calculation); or

     

    (vii) permit
      the creation of any lien ranking prior to or on a parity with the lien of this
      Indenture with respect to any part of the Trust Estate or, except as otherwise
      permitted or contemplated herein, terminate the lien of this Indenture on any
      property at any time subject hereto or deprive the Holder of any Note of the
      security provided by the lien of this Indenture; 

     

    and
      provided,
      further,
      that
      such action shall not, as evidenced by an Opinion of Counsel, cause the Issuing
      Entity to be subject to an entity level tax for federal income tax
      purposes.

     

    Any
      such
      action shall not adversely affect in any material respect the interest of any
      Holder (other than a Holder who shall consent to such supplemental indenture)
      as
      evidenced by an Opinion of Counsel (provided by the Person requesting such
      supplemental indenture) delivered to the Indenture Trustee and the Securities
      Administrator.

     

    It
      shall
      not be necessary for any Act of Noteholders under this Section 9.02 to approve
      the particular form of any proposed supplemental indenture, but it shall be
      sufficient if such Act shall approve the substance thereof.

     

    Promptly
      after the execution by the Issuing Entity, the Securities Administrator and
      the
      Indenture Trustee of any supplemental indenture pursuant to this Section 9.02,
      the Securities Administrator shall mail to the Holders of the Notes to which
      such amendment or supplemental indenture relates a notice setting forth in
      general terms the substance of such supplemental indenture. Any failure of
      the
      Securities Administrator to mail such notice, or any defect therein, shall
      not,
      however, in any way impair or affect the validity of any such supplemental
      indenture.

     

    Section
      9.03 Execution
      of Supplemental Indentures.
      In
      executing, or permitting the additional trusts created by, any supplemental
      indenture permitted by this Article IX or the modification thereby of the trusts
      created by this Indenture, the Indenture Trustee and the Securities
      Administrator shall be entitled to receive, and subject to Sections 6.01 and
      6.02 hereof, shall be fully protected in relying upon, an Opinion of Counsel
      not
      at the expense of the Indenture Trustee or the Securities Administrator stating
      that the execution of such supplemental indenture is authorized or permitted
      by
      this Indenture. The Indenture Trustee and the Securities Administrator each
      may,
      but shall not be obligated to, enter into any such supplemental indenture that
      affects the Indenture Trustee’s or the Securities Administrator’s own rights,
      duties, liabilities or immunities under this Indenture or
      otherwise.

     

    Section
      9.04 Effect
      of Supplemental Indenture.
      Upon
      the execution of any supplemental indenture pursuant to the provisions hereof,
      this Indenture shall be and shall be deemed to be modified and amended in
      accordance therewith with respect to the Notes affected thereby, and the
      respective rights, limitations of rights, obligations, duties, liabilities
      and
      immunities under this Indenture of the Indenture Trustee, the Securities
      Administrator, the Issuing Entity and the Holders of the Notes shall thereafter
      be determined, exercised and enforced hereunder subject in all respects to
      such
      modifications and amendments, and all the terms and conditions of any such
      supplemental indenture shall be and be deemed to be part of the terms and
      conditions of this Indenture for any and all purposes.

     

    Section
      9.05 Conformity
      with Trust Indenture Act.
      Every
      amendment of this Indenture and every supplemental indenture executed pursuant
      to this Article IX shall conform to the requirements of the Trust Indenture
      Act
      as then in effect so long as this Indenture shall then be qualified under the
      Trust Indenture Act.

     

    Section
      9.06 Reference
      in Notes to Supplemental Indentures.
      Notes
      authenticated and delivered after the execution of any supplemental indenture
      pursuant to this Article IX may, and if required by the Securities Administrator
      shall, bear a notation in form approved by the Securities Administrator as
      to
      any matter provided for in such supplemental indenture. If the Issuing Entity
      or
      the Securities Administrator shall so determine, new Notes so modified as to
      conform, in the opinion of the Securities Administrator and the Issuing Entity,
      to any such supplemental indenture may be prepared and executed by the Issuing
      Entity and authenticated and delivered by the Securities Administrator in
      exchange for Outstanding Notes.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      X

     

    MISCELLANEOUS

     

    Section
      10.01 Compliance
      Certificates and Opinions, etc.
      Upon
      any
      application or request by the Issuing Entity to the Indenture Trustee to take
      any action under any provision of this Indenture, the Issuing Entity shall
      furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all
      conditions precedent, if any, provided for in this Indenture relating to the
      proposed action have been complied with and (ii) an Opinion of Counsel stating
      that in the opinion of such counsel all such conditions precedent, if any,
      have
      been complied with, except that, in the case of any such application or request
      as to which the furnishing of such documents is specifically required by any
      provision of this Indenture, no additional certificate or opinion need be
      furnished.

     

    Every
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture shall include:

     

    (1) a
      statement that each signatory of such certificate or opinion has read or has
      caused to be read such covenant or condition and the definitions herein relating
      thereto;

     

    (2) a
      brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions contained in such certificate or opinion are
      based;

     

    (3) a
      statement that, in the opinion of each such signatory, such signatory has made
      such examination or investigation as is necessary to enable such signatory
      to
      express an informed opinion as to whether or not such covenant or condition
      has
      been complied with;

     

    (4) a
      statement as to whether, in the opinion of each such signatory, such condition
      or covenant has been complied with; and

     

    (5) if
      the
      signatory of such certificate or opinion is required to be Independent, the
      statement required by the definition of the term “Independent”.

     

    (b)  
      (i)  Prior
      to the deposit of any Collateral or other property or securities with the
      Indenture Trustee that is to be made the basis for the release of any property
      or securities subject to the lien of this Indenture, the Issuing Entity shall,
      in addition to any obligation imposed in Section 10.01 (a) or elsewhere in
      this
      Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying
      or stating the opinion of each person signing such certificate as to the fair
      value (within 90 days prior to such deposit) to the Issuing Entity of the
      Collateral or other property or securities to be so deposited and a report
      from
      a nationally recognized accounting firm verifying such value.

     

    (ii) Whenever
      the Issuing Entity is required to furnish to the Indenture Trustee an Officer’s
      Certificate certifying or stating the opinion of any signer thereof as to the
      matters described in clause (i) above, the Issuing Entity shall also deliver
      to
      the Indenture Trustee an Independent Certificate from a nationally recognized
      accounting firm as to the same matters, if the fair value of the securities
      to
      be so deposited and of all other such securities made the basis of any such
      withdrawal or release since the commencement of the then current fiscal year
      of
      the Issuing Entity, as set forth in the certificates delivered pursuant to
      clause (i) above and this clause (ii), is 10% or more of the Note Principal
      Balances of the Notes, but such a certificate need not be furnished with respect
      to any securities so deposited, if the fair value thereof as set forth in the
      related Officer’s Certificate is less than $25,000 or less than one percent of
      the then outstanding Note Principal Balances of the Notes.

     

    (iii) Whenever
      any property or securities are to be released from the lien of this Indenture,
      the Issuing Entity shall also furnish to the Indenture Trustee an Officer’s
      Certificate certifying or stating the opinion of each person signing such
      certificate as to the fair value (within 90 days prior to such release) of
      the
      property or securities proposed to be released and stating that in the opinion
      of such person the proposed release will not impair the security under this
      Indenture in contravention of the provisions hereof.

     

    (iv) Whenever
      the Issuing Entity is required to furnish to the Indenture Trustee an Officer’s
      Certificate certifying or stating the opinion of any signer thereof as to the
      matters described in clause (iii) above, the Issuing Entity shall also furnish
      to the Indenture Trustee an Independent Certificate as to the same matters
      if
      the fair value of the property or securities and of all other property or
      securities released from the lien of this Indenture since the commencement
      of
      the then-current calendar year, as set forth in the certificates required by
      clause (iii) above and this clause (iv), equals 10% or more of the Note
      Principal Balances of the Notes, but such certificate need not be furnished
      in
      the case of any release of property or securities if the fair value thereof
      as
      set forth in the related Officer’s Certificate is less than $25,000 or less than
      one percent of the then outstanding Note Principal Balances of the
      Notes.

     

    Section
      10.02 Form
      of Documents Delivered to Indenture Trustee.
      In any
      case where several matters are required to be certified by, or covered by an
      opinion of, any specified Person, it is not necessary that all such matters
      be
      certified by, or covered by the opinion of, only one such Person, or that they
      be so certified or covered by only one document, but one such Person may certify
      or give an opinion with respect to some matters and one or more other such
      Persons as to other matters, and any such Person may certify or give an opinion
      as to such matters in one or several documents.

     

    Any
      certificate or opinion of an Authorized Officer of the Issuing Entity may be
      based, insofar as it relates to legal matters, upon a certificate or opinion
      of,
      or representations by, counsel, unless such officer knows, or in the exercise
      of
      reasonable care should know, that the certificate or opinion or representations
      with respect to the matters upon which his certificate or opinion is based
      are
      erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel
      may be based, insofar as it relates to factual matters, upon a certificate
      or
      opinion of, or representations by, an officer or officers of the Seller or
      the
      Issuing Entity, stating that the information with respect to such factual
      matters is in the possession of the Seller or the Issuing Entity, unless such
      counsel knows, or in the exercise of reasonable care should know, that the
      certificate or opinion or representations with respect to such matters are
      erroneous.

     

    Where
      any
      Person is required to make, give or execute two or more applications, requests,
      consents, certificates, statements, opinions or other instruments under this
      Indenture, they may, but need not, be consolidated and form one
      instrument.

     

    Whenever
      in this Indenture, in connection with any application or certificate or report
      to the Indenture Trustee, it is provided that the Issuing Entity shall deliver
      any document as a condition of the granting of such application, or as evidence
      of the Issuing Entity’s compliance with any term hereof, it is intended that the
      truth and accuracy, at the time of the granting of such application or at the
      effective date of such certificate or report (as the case may be), of the facts
      and opinions stated in such document shall in such case be conditions precedent
      to the right of the Issuing Entity to have such application granted or to the
      sufficiency of such certificate or report. The foregoing shall not, however,
      be
      construed to affect the Indenture Trustee’s right to rely upon the truth and
      accuracy of any statement or opinion contained in any such document as provided
      in Article VI.

     

    Section
      10.03 Acts
      of Noteholders.
      Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given or taken by Noteholders may be
      embodied in and evidenced by one or more instruments of substantially similar
      tenor signed by such Noteholders in person or by agents duly appointed in
      writing; and except as herein otherwise expressly provided, such action shall
      become effective when such instrument or instruments are delivered to the
      Indenture Trustee, and, where it is hereby expressly required, to the Issuing
      Entity. Such instrument or instruments (and the action embodied therein and
      evidenced thereby) are herein sometimes referred to as the “Act” of the
      Noteholders signing such instrument or instruments. Proof of execution of any
      such instrument or of a writing appointing any such agent shall be sufficient
      for any purpose of this Indenture and (subject to Section 6.01 hereof)
      conclusive in favor of the Indenture Trustee and the Issuing Entity, if made
      in
      the manner provided in this Section 10.03 hereof.

     

    (b) The
      fact
      and date of the execution by any person of any such instrument or writing may
      be
      proved in any manner that the Indenture Trustee deems sufficient.

     

    (c) The
      ownership of Notes shall be proved by the Note Registrar.

     

    (d) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by the Holder of any Notes shall bind the Holder of every Note issued
      upon the registration thereof or in exchange therefor or in lieu thereof, in
      respect of anything done, omitted or suffered to be done by the Indenture
      Trustee or the Issuing Entity in reliance thereon, whether or not notation
      of
      such action is made upon such Note.

     

    Section
      10.04 Notices
      etc., to Indenture Trustee Issuing Entity, Securities Administrator and Rating
      Agencies.
      Any
      request, demand, authorization, direction, notice, consent, waiver or Act of
      Noteholders or other documents provided or permitted by this Indenture shall
      be
      in writing and if such request, demand, authorization, direction, notice,
      consent, waiver or act of Noteholders is to be made upon, given or furnished
      to
      or filed with:

     

    (i) the
      Indenture Trustee by any Noteholder or by the Issuing Entity shall be sufficient
      for every purpose hereunder if made, given, furnished or filed in writing to
      or
      with the Indenture Trustee at the Corporate Trust Office. The Indenture Trustee
      shall promptly transmit any notice received by it from the Noteholders to the
      Issuing Entity; 

     

    (ii) the
      Securities Administrator by any Noteholder or by the Issuing Entity shall be
      sufficient for every purpose hereunder if made, given, furnished or filed in
      writing to or with the Securities Administrator at Wells Fargo Bank, N.A.,
      P.O.
      Box 98, Columbia Maryland 21046 (or, in the case of overnight deliveries, 9062
      Old Annapolis Road, Columbia, Maryland 21045), Attn: Bear Stearns ARM Trust
      2006-1, or such other address as may hereafter be furnished to the other parties
      hereto in writing. The Securities Administrator shall promptly transmit any
      notice received by it from the Noteholders to the Issuing Entity;
      or

     

    (iii) the
      Issuing Entity by the Indenture Trustee or by any Noteholder shall be sufficient
      for every purpose hereunder if made, given, furnished or filed in writing and
      mailed first-class, postage prepaid to the Issuing Entity addressed to: Bear
      Stearns ARM 2006-1, in care of Wilmington Trust Company, Rodney Square North
      1100 North Market Street, Wilmington, Delaware 19890-0001; Attention: Corporate
      Trust Services, or at any other address previously furnished in writing to
      the
      Indenture Trustee by the Issuing Entity. The Issuing Entity shall promptly
      transmit any notice received by it from the Noteholders to the Indenture
      Trustee.

     

    Notices
      required to be given to the Rating Agencies by the Issuing Entity, the Indenture
      Trustee, the Securities Administrator or the Owner Trustee shall be in writing,
      mailed first-class postage pre-paid: in the case of Moody’s, to Moody’s, at the
      following address: Moody's Investors Service, Inc., 99 Church Street, New York,
      New York 10007; and in the case of Fitch, One State Street Plaza - 32nd Floor,
      New York, New York 10004; or as to each of the foregoing, at such other address
      as shall be designated by written notice to the other parties.

     

    Section
      10.05 Notices
      to Noteholders; Waiver.
      Where
      this Indenture provides for notice to Noteholders of any event, such notice
      shall be sufficiently given (unless otherwise herein expressly provided) if
      made, given, furnished or filed in writing and mailed, first-class, postage
      prepaid to each Noteholder affected by such event, at such Person’s address as
      it appears on the Note Register, not later than the latest date, and not earlier
      than the earliest date, prescribed for the giving of such notice. In any case
      where notice to Noteholders is given by mail, neither the failure to mail such
      notice nor any defect in any notice so mailed to any particular Noteholder
      shall
      affect the sufficiency of such notice with respect to other Noteholders, and
      any
      notice that is mailed in the manner herein provided shall conclusively be
      presumed to have been duly given regardless of whether such notice is in fact
      actually received.

     

    Where
      this Indenture provides for notice in any manner, such notice may be waived
      in
      writing by any Person entitled to receive such notice, either before or after
      the event, and such waiver shall be the equivalent of such notice. Waivers
      of
      notice by Noteholders shall be filed with the Indenture Trustee but such filing
      shall not be a condition precedent to the validity of any action taken in
      reliance upon such a waiver.

     

    In
      case,
      by reason of the suspension of regular mail service as a result of a strike,
      work stoppage or similar activity, it shall be impractical to mail notice of
      any
      event to Noteholders when such notice is required to be given pursuant to any
      provision of this Indenture, then any manner of giving such notice as shall
      be
      satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving
      of such notice.

     

    Where
      this Indenture provides for notice to the Rating Agency, failure to give such
      notice shall not affect any other rights or obligations created hereunder,
      and
      shall not under any circumstance constitute an Event of Default.

     

    Section
      10.06 Conflict
      with Trust Indenture Act.
      If any
      provision hereof limits, qualifies or conflicts with another provision hereof
      that is required to be included in this Indenture by any of the provisions
      of
      the Trust Indenture Act, such required provision shall control.

     

    The
      provisions of TIA §§ 310 through 317 that impose duties on any Person (including
      the provisions automatically deemed included herein unless expressly excluded
      by
      this Indenture) are a part of and govern this Indenture, whether or not
      physically contained herein.

     

    Section
      10.07 Effect
      of Headings.
      The
      Article and Section headings herein are for convenience only and shall not
      affect the construction hereof.

     

    Section
      10.08 Successors
      and Assigns.
      All
      covenants and agreements in this Indenture and the Notes by the Issuing Entity
      shall bind its successors and assigns, whether so expressed or not. All
      agreements of the Indenture Trustee in this Indenture shall bind its successors,
      co-trustees and agents.

     

    Section
      10.09 Separability.
      In case
      any provision in this Indenture or in the Notes shall be invalid, illegal or
      unenforceable, the validity, legality, and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    Section
      10.10 Legal
      Holidays.
      In any
      case where the date on which any payment is due shall not be a Business Day,
      then (notwithstanding any other provision of the Notes or this Indenture)
      payment need not be made on such date, but may be made on the next succeeding
      Business Day with the same force and effect as if made on the date on which
      nominally due, and no interest shall accrue for the period from and after any
      such nominal date.

     

    Section
      10.11 GOVERNING
      LAW.
      THIS
      INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS
      5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS, WHICH SHALL APPLY
      HERETO), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
      SHALL
      BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

    Section
      10.12 Counterparts.
      This
      Indenture may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument.

     

    Section
      10.13 Recording
      of Indenture.
      If this
      Indenture is subject to recording in any appropriate public recording offices,
      such recording is to be effected by the Issuing Entity and at its expense
      accompanied by an Opinion of Counsel at its expense (which may be counsel to
      the
      Indenture Trustee or any other counsel reasonably acceptable to the Indenture
      Trustee) to the effect that such recording is necessary either for the
      protection of the Noteholders or any other Person secured hereunder or for
      the
      enforcement of any right or remedy granted to the Indenture Trustee under this
      Indenture.

     

    Section
      10.14 Issuing
      Entity Obligation.
      No
      recourse may be taken, directly or indirectly, with respect to the obligations
      of the Issuing Entity, the Owner Trustee or the Securities Administrator on
      the
      Notes or under this Indenture or any certificate or other writing delivered
      in
      connection herewith or therewith, against (i) the Indenture Trustee or the
      Owner
      Trustee in its individual capacity, (ii) any owner of a beneficial interest
      in
      the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer,
      director, employee or agent of the Securities Administrator, the Owner Trustee
      in its individual capacity, any holder of a beneficial interest in the Issuing
      Entity, the Securities Administrator, the Owner Trustee or the Indenture Trustee
      or of any successor or assign of the Indenture Trustee or the Owner Trustee
      in
      its individual capacity, except as any such Person may have expressly agreed
      (it
      being understood that the Indenture Trustee and the Owner Trustee have no such
      obligations in their individual capacity) and except that any such partner,
      owner or beneficiary shall be fully liable, to the extent provided by applicable
      law, for any unpaid consideration for stock, unpaid capital contribution or
      failure to pay any installment or call owing to such entity. For all purposes
      of
      this Indenture, in the performance of any duties or obligations of the Issuing
      Entity hereunder, the Owner Trustee shall be subject to, and entitled to the
      benefits of, the terms and provisions of Article VI, VII and VIII of the Trust
      Agreement.

     

    Section
      10.15 No
      Petition.
      The
      Indenture Trustee and the Securities Administrator, by entering into this
      Indenture, each Noteholder, by accepting a Note and each Certificateholder,
      by
      accepting a Certificate, hereby covenant and agree that they will not at any
      time prior to one year from the date of termination hereof, institute against
      the Depositor or the Issuing Entity, or join in any institution against the
      Depositor or the Issuing Entity of, any bankruptcy, reorganization, arrangement,
      insolvency or liquidation proceedings, or other proceedings under any United
      States federal or state bankruptcy or similar law in connection with any
      obligations relating to the Notes, this Indenture or any of the Basic Documents;
      provided however, that nothing herein shall prohibit the Indenture Trustee
      from
      filing proofs of claim in any proceeding.

     

    Section
      10.16 Inspection.
      The
      Issuing Entity agrees that, at its expense, on reasonable prior notice, it
      shall
      permit any representative of the Indenture Trustee or the Securities
      Administrator, during the Issuing Entity’s normal business hours, to examine all
      the books of account, records, reports and other papers of the Issuing Entity,
      to make copies and extracts therefrom, to cause such books to be audited by
      Independent certified public accountants, and to discuss the Issuing Entity’s
      affairs, finances and accounts with the Issuing Entity’s officers, employees,
      and Independent certified public accountants, all at such reasonable times
      and
      as often as may be reasonably requested. The Indenture Trustee shall cause
      its
      representatives to hold in confidence all such information except to the extent
      disclosure may be required by law (and all reasonable applications for
      confidential treatment are unavailing) and except to the extent that the
      Indenture Trustee or the Securities Administrator may reasonably determine
      that
      such disclosure is consistent with its obligations hereunder.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      XI

     

    TMP
      TRIGGER EVENT AND REMIC CONVERSION

     

    Section
      11.01 Events
      to Occur Upon TMP Trigger Event.
      (a)
      Upon the receipt by the Owner Trustee, the Depositor, the Securities
      Administrator and the Indenture Trustee of a written notice substantially in
      the
      form of Exhibit L to the Trust Agreement from the Single Owner of their intent
      to sell or otherwise transfer the Certificates or the Privately Offered Notes
      in
      a transaction such that, following the sale or other transfer, there will not
      be
      a Single Owner, a TMP Trigger Event shall occur.

     

    (b) Upon
      a
      TMP Trigger Event and in furtherance of a REMIC Conversion, the Issuing Entity
      shall request that the Indenture Trustee release any REO Properties and any
      other Non-REMIC Eligible Assets from the lien of this Indenture and the Issuing
      Entity shall transfer such portion of the Trust Estate to the Servicer. The
      Indenture Trustee shall execute instruments to release such property from the
      lien of this Indenture, or convey the Indenture Trustee’s interest in the same,
      in accordance with Section 8.05.

     

    (c) Pursuant
      to the Sale and Servicing Agreement and the Wells Fargo Servicing Agreement,
      prior to the REMIC Conversion, the Master Servicer shall cause the Servicer
      to
      (i) solicit at least two bids for the REO Properties and any other Non-REMIC
      Eligible Assets then existing in the Trust Estate, at least one of which shall
      be sufficient not to result in the allocation of any Realized Losses to any
      of
      the Senior Notes and (ii) sell such REO Properties and Non-REMIC Eligible Assets
      on behalf of the Issuing Entity to a third party at their fair market value.
      The
      Master Servicer shall, or shall cause the Servicer to, provide the Owner
      Trustee, the Indenture Trustee and the Depositor with prompt notice of the
      completion of such Sale. Upon completion of such Sale, the Servicer shall remit
      any proceeds of such Sale to the Master Servicer pursuant to the Wells Fargo
      Servicing Agreement. Immediately upon receipt of any such proceeds, the Master
      Servicer shall remit such amounts to the Securities Administrator for deposit
      in
      the Payment Account.

     

    (d) On
      the
      Special Payment Date, the Securities Administrator shall distribute the proceeds
      from the Sale described in Section 11.01(c) to the Noteholders in the manner
      and
      order of priority set forth in Article III and shall allocate any Realized
      Losses to the Privately Offered Notes as a result of such Sale in accordance
      with Section 3.24. 

     

    (e) As
      a
      condition to any REMIC Conversion, the Single Owner shall pay, or cause to
      be
      paid, any additional and ongoing expenses in connection with, or any expenses
      necessary to accomplish, any REMIC Conversion to the extent not otherwise
      required to be paid hereunder. 

     

    (f) The
      Depositor shall cause the formation of a new trust pursuant to the Underlying
      REMIC Pooling and Servicing Agreement for which one or more REMIC elections
      shall be made. Upon the completion of the transfer and exchange set forth in
      Section 11.01(h), the Issuing Entity shall transfer the REMIC Class A
      Certificates to the Indenture Trustee in connection with the creation of the
      REMIC Class A Indenture under which a REMIC election shall be made with respect
      to such REMIC Class A Notes. The Noteholders shall surrender their Notes in
      exchange for the corresponding classes of REMIC Class A Notes and REMIC
      Privately Offered Certificates pursuant to Section 8.06. The Depositor shall
      cause such REMIC Class A Notes to be issued in book-entry form to be registered
      in the name of a nominee designated by the Depository, and the REMIC
      Certificates to be issued in physical form, in each case in the face amount
      of
      the corresponding Class A Notes or Privately Offered Notes in accordance with
      Section 4.02. 

     

    (g) Simultaneously
      with a REMIC Conversion, the Indenture shall be discharged in accordance with
      Sections 4.10 and 8.04. In connection therewith, the assets remaining in the
      Trust Estate shall be released from the lien of this Indenture. 

     

    (h) In
      connection with a REMIC Conversion, the Issuing Entity concurrently with the
      execution and delivery of the new REMIC Class A Indenture and new Underlying
      REMIC Trust Pooling and Servicing Agreement shall transfer and assign to the
      Underlying REMIC Trust without recourse all its right, title and interest in
      and
      to the aforementioned items then remaining in the Trust Estate for the benefit
      of the holders of the REMIC Certificates. At such time, the Depositor shall
      transfer and assign in trust to the Issuing Entity without recourse all the
      right, title and interest in and to the REMIC Class A Certificates for the
      benefit of the holders of the REMIC Class A Notes and the new certificate then
      issued by the Issuing Entity representing the residual interest in the REMIC
      elected by the Issuing Entity. The Issuing Entity shall acknowledge receipt
      of
      the REMIC Class A Certificates and declare that it holds and will hold the
      same
      in trust for the exclusive use and benefit of the holders of the REMIC Class
      A
      Notes and such new residual certificate. 

     

    Section
      11.02. Acts
      in Furtherance of REMIC Conversion.
      Each of
      the parties acknowledges and agrees that the purpose of this Article XI is
      to
      facilitate any REMIC Conversion upon the occurrence of a TMP Trigger Event.
      Therefore, each of the parties hereto agree that it shall comply with reasonable
      requests made by any of the other parties hereto and the Single Owner that
      provides notice of a TMP Trigger Event to cause such REMIC Conversion. This
      Indenture may be amended or supplemented to provide for any act necessary to
      cause such REMIC Conversion as agreed upon by the parties hereto in accordance
      with Article IX. 

     

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      




    IN
      WITNESS WHEREOF, the Issuing Entity, the Securities Administrator and the
      Indenture Trustee have caused their names to be signed hereto by their
      respective officers thereunto duly authorized, all as of the day and year first
      above written.

     

    

      
        	 	
                BEAR
                  STEARNS ARM TRUST 2006-1, as 

                Issuing
                  Entity

              
	 	 
	 	
                BY:
                  Wilmington Trust Company, not in its 

                individual
                  capacity but solely as Owner Trustee

              
	 	 	 
	 	
                By:

              	/s/
                Michele C. Hara
	 	
                Name:

              	Michele
                C. Hara
	 	
                Title:

              	Financial
                Services
                Officer


      

      

        
          	 	
                  
                    WELLS
                      FARGO BANK, N.A., as 

                    Securities
                      Administrator

                  

                
	 	 
	 	
                  By:

                	/s/
                  Stacey M. Taylor
	 	
                  Name:

                	Stacey
                  M. Taylor
	 	
                  Title:

                	Vice
                  President


        

        

          
            	 	
                    
                      WELLS
                        FARGO BANK, N.A., as 

                      Securities
                        Administrator

                    

                  
	 	 
	 	
                    By:

                  	/s/
                    Karen Beard
	 	
                    Name:

                  	Karen
                    Beard
	 	
                    Title:

                  	Vice
                    President


          

          
 

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

    


    
      	
              STATE
                OF MARYLAND

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF BALTIMORE

            	
              )

            	 


    

     

    On
      the
      28th day of February 2006 before me, a notary public in and for said State,
      personally appeared Stacey M. Taylor, known to me to be a Vice President of
      Wells Fargo Bank, N.A., the entity that executed the within instrument, and
      also
      known to me to be the person who executed it on behalf of said entity, and
      acknowledged to me that such entity 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 DELAWARE

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF ___________

            	
              )

            	 
	 	 	 


    

    On
      this
      28th day of February 2006, before me personally appeared Michele C. Hara to
      me
      known, who being by me duly sworn, did depose and say, that he/she is a
      Financial Services Officer of the Owner Trustee, one of the entities described
      in and which executed the above instrument; and that he signed her name thereto
      by like order.

     

    
      	 	
              Notary
                Public

            


    

    


    


    


    
      	 	 
	 	
              NOTARY
                PUBLIC

            


    

    


    


    


    [NOTARIAL
      SEAL]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF MASSACHUSETTS

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF SUFFOLK

            	
              )

            	 
	 	 	 


    

    On
      this
      28th day of February 2006, before me personally appeared Karen Beard to me
      known, who being by me duly sworn, did depose and say, that she is a Vice
      President of the Indenture Trustee, one of the corporations described in and
      which executed the above instrument; and that he signed his name thereto by
      like
      order.

     

    
      	 	
              Notary
                Public

            


    

    


    


    


    
      	 	 
	 	
              NOTARY
                PUBLIC

            


    

    


    [NOTARIAL
      SEAL]

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS A NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE SECURITIES ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE 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.

     

    THE
      HOLDER OFTHIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN IS DEEMED TO
      REPRESENT THAT EITHER (1) IT IS NOT ACQUIRING THE NOTE WITH PLAN ASSETS OR
      (2)
      (A) THE ACQUISITION, HOLDING AND TRANSFER OF A NOTE WILL NOT GIVE RISE TO A
      NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975
      OF
      THE CODE AND (B) THE NOTES ARE RATED INVESTMENT GRADE OR BETTER AND SUCH PERSON
      BELIEVES THAT THE NOTES ARE PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL
      EQUITY FEATURES FOR PURPOSES OF THE DOL REGULATIONS, AND AGREES TO SO TREAT
      THE
      NOTES. ALTERNATIVELY, REGARDLESS OF THE RATING OF THE NOTES, SUCH PERSON MAY
      PROVIDE THE INDENTURE TRUSTEE AND THE NOTE REGISTRAR WITH AN OPINION OF COUNSEL,
      WHICH OPINION OF COUNSEL WILL NOT BE AT THE EXPENSE OF THE ISSUING ENTITY,
      THE
      SELLER, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE, THE SECURITIES ADMINISTRATOR,
      THE NOTE REGISTRAR, THE MASTER SERVICER OR ANY SERVICER, WHICH OPINES THAT
      THE
      ACQUISITION, HOLDING AND TRANSFER OF SUCH NOTE OR INTEREST THEREIN IS
      PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
      PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
      SUBJECT THE ISSUING ENTITY, THE SELLER, THE DEPOSITOR, THE OWNER TRUSTEE, THE
      INDENTURE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE NOTE REGISTRAR, THE MASTER
      SERVICER OR ANY SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN
      IN
      THE INDENTURE.

     

    THE
      HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED
      TO
      REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN THE
      INDENTURE.

     

    THIS
      NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUING ENTITY, AND IS LIMITED IN
      RIGHT
      OF PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE AS PROVIDED IN THE
      INDENTURE REFERRED TO BELOW. THE ISSUING ENTITY IS NOT OTHERWISE PERSONALLY
      LIABLE FOR PAYMENTS ON THIS NOTE.

     

    PRINCIPAL
      OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
      SHOWN
      ON THE FACE HEREOF.

     

    BY
      ACCEPTANCE OF THIS NOTE, THE HOLDER HEREOF AGREES TO SURRENDER THIS NOTE TO
      THE
      SECURITIES ADMINISTRATOR PROMPTLY UPON RECEIPT OF THE CORRESPONDING CLASS OF
      REMIC CLASS A NOTES FOLLOWING THE OCCURRENCE OF THE REMIC CONVERSION AS
      DESCRIBED IN THE INDENTURE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    BEAR
      STEARNS ARM TRUST 2006-1

    MORTGAGE-BACKED
      NOTES, SERIES 2006-1

    CLASS
      A-[1][2][3][4]

     

     

    
      	
              AGGREGATE
                NOTE PRINCIPAL BALANCE:
                $[________________]

            	
              NOTE
                INTEREST RATE:
                Adjustable Rate

            
	 	 
	
              INITIAL
                NOTE PRINCIPAL BALANCE
                OF THIS NOTE: $[_____________]

            	
              NOTE
                NO. 1

            
	 	 
	 	
              CUSIP
                NO: [_______________]

            
	 	 


    

    


    BEAR
      STEARNS ARM TRUST 2006-1 (the “Issuing Entity”), a Delaware statutory trust, for
      value received, hereby promises to pay to Cede & Co. or registered assigns,
      the principal sum of $[____________________] in monthly installments on the
      twenty-fifth day of each month or, if such day is not a Business Day, the next
      succeeding Business Day (each a “Payment Date”), commencing in March 2006 and
      ending on or before the Payment Date occurring in February 2036 (the “Final
      Scheduled Payment Date”) and to pay interest on the Note Principal Balance of
      this Note (this “Note”) outstanding from time to time as provided
      below.

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity’s Mortgage-Backed Notes,
      Series 2006-1 (the “Notes”), issued under an Indenture dated as of February 28,
      2006 (the “Indenture”), among the Issuing Entity, Wells Fargo Bank, N.A., as
      Securities Administrator and U.S. Bank National Association, as indenture
      trustee (the “Indenture Trustee”, which term includes any successor Indenture
      Trustee under the Indenture) to which Indenture and all indentures supplemental
      thereto reference is hereby made for a statement of the respective rights
      thereunder of the Issuing Entity, the Indenture Trustee, and the Holders of
      the
      Notes and the terms upon which the Notes are to be authenticated and delivered.
      All terms used in this Note which are defined in the Indenture shall have the
      meanings assigned to them in the Indenture.

     

    Payments
      of principal and interest on this Note will be made on each Payment Date to
      the
      Noteholder of record as of the related Record Date. The “Note Principal Balance”
of a Note as of any date of determination is equal to the initial Note Principal
      Balance thereof, minus (i) all amounts distributed in respect of principal
      with
      respect to such Class of Notes and (ii) the aggregate amount of any reductions
      in the Note Principal Balance thereof deemed to have occurred in connection
      with
      allocations of Realized Losses on all prior Payment Dates in accordance with
      the
      Indenture, taking account of its applicable Loss Allocation Limitation, plus
      (iii) any Subsequent Recoveries allocated thereto.

     

    The
      principal of, and interest on, this Note are due and payable as described in
      the
      Indenture, in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts. All
      payments made by the Issuing Entity with respect to this Note shall be equal
      to
      this Note’s pro rata share of the aggregate payments on all Class A-[1][2][3][4]
      Notes as described above, and shall be applied as between interest and principal
      as provided in the Indenture.

     

    All
      principal and interest accrued on the Notes, if not previously paid, will become
      finally due and payable at the Final Scheduled Payment Date.

     

    By
      acceptance of this Note, the Holder hereof agrees to surrender this Note to
      the
      Securities Administrator promptly upon receipt of the corresponding Class of
      REMIC Class A Notes following the occurrence of the REMIC Conversion as
      described in the Indenture.

     

    The
      Mortgage Loans are subject to purchase in whole, but not in part, by the
      Majority Certificateholder on any Payment Date on or after the Payment Date
      on
      which the aggregate Scheduled Principal Balance of the Mortgage Loans as of
      the
      end of the prior Due Period is 10% or less of the Cut-off Date Scheduled
      Principal Balance of the Mortgage Loans.

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class A-[1][2][3][4],
      and each Holder hereof, by its acceptance of this Note, agrees that (i) such
      Note will be limited in right of payment to amounts available from the Trust
      Estate as provided in the Indenture and (ii) such Holder shall have no recourse
      to the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor,
      the Seller, the Master Servicer, the Securities Administrator or any of their
      respective affiliates, or to the assets of any of the foregoing entities, except
      the assets of the Issuing Entity pledged to secure the A-[1][2][3][4] Notes
      pursuant to the Indenture and the rights conveyed to the Issuing Entity under
      the Indenture.

     

    Any
      payment of principal or interest payable on this Note which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Note is registered at the close of business on the Record Date for such Payment
      Date by check mailed to such person’s address as it appears in the Note Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Note, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Note delivered to the Securities
      Administrator at least five Business Days prior to the Record Date, any payment
      of principal or interest, other than the final installment of principal or
      interest, shall be made by wire transfer to an account in the United States
      designated by such Holder. All reductions in the principal amount of a Note
      effected by payments of principal made on any Payment Date shall be binding
      upon
      all Holders of this Note and of any Note issued upon the registration of
      transfer thereof or in exchange therefor or in lieu thereof, whether or not
      such
      payment is noted on such Note. The final payment of this Note shall be payable
      upon presentation and surrender thereof on or after the Payment Date thereof
      at
      the office designated by the Securities Administrator or the office or agency
      of
      the Issuing Entity maintained by it for such purpose pursuant to Section 4.02
      of
      the Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note,
      shall carry the right to unpaid principal and interest that were carried by
      such
      other Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Principal
      Balance of the Notes, the amount payable to the Holder of this Note will be
      equal to the sum of the unpaid Note Principal Balance of this Note, together
      with accrued and unpaid interest thereon as described in the Indenture. The
      Indenture provides that, notwithstanding the acceleration of the maturity of
      the
      Notes, under certain circumstances specified therein, all amounts collected
      as
      proceeds of the Trust Estate securing the Notes or otherwise shall continue
      to
      be applied to payments of principal of and interest on the Notes as if they
      had
      not been declared due and payable.

     

    The
      failure to pay any Net Interest Shortfall at any time when funds are not
      available to make such payment as provided in the Indenture shall not constitute
      an Event of Default under the Indenture.

     

    The
      Holder of this Note or Beneficial Owner of any interest herein is deemed to
      represent that either (1) it is not acquiring the Note with Plan Assets or
      (2)
      (A) the acquisition, holding and transfer of a Note will not give rise to a
      nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and (B) the Notes are rated investment grade or better and such person
      believes that the Notes are properly treated as indebtedness without substantial
      equity features for purposes of the DOL Regulations, and agrees to so treat
      the
      Notes. Alternatively, regardless of the rating of the Notes, such person may
      provide the Indenture Trustee and the Note Registrar with an opinion of counsel,
      which opinion of counsel will not be at the expense of the Issuing Entity,
      the
      Seller, the Owner Trustee, the Indenture Trustee, the Master Servicer, the
      Securities Administrator, the Note Registrar or any servicer, which opines
      that
      the acquisition, holding and transfer of such Note or interest therein is
      permissible under applicable law, will not constitute or result in a non-exempt
      prohibited transaction under ERISA or Section 4975 of the Code and will not
      subject the Issuing Entity, the Seller, the Depositor, the Owner Trustee, the
      Indenture Trustee, the Note Registrar, the Securities Administrator, the Master
      Servicer or any servicer to any obligation in addition to those undertaken
      in
      the Indenture and the other Basic Documents.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Securities Administrator,
      one or more new Notes of any authorized denominations and of a like aggregate
      then outstanding Note Principal Balance, will be issued to the designated
      transferee or transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee, the Securities Administrator and any agent of
      the
      Issuing Entity, the Securities Administrator or the Indenture Trustee may treat
      the Person in whose name this Note is registered as the owner of such Note
      (i)
      on the applicable Record Date for the purpose of making payments and interest
      of
      such Note, and (ii) on any other date for all other purposes whatsoever, as
      the
      owner hereof, whether or not this Note be overdue, and none of the Issuing
      Entity, the Securities Administrator, the Indenture Trustee nor any such agent
      of the Issuing Entity, the Securities Administrator or the Indenture Trustee
      shall be affected by notice to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of each Class of Notes affected
      thereby. The Indenture also contains provisions permitting the Holders of Notes
      representing not less than a majority of the aggregate Note Principal Balance
      of
      the Notes, to waive any past Event of Default and its consequences except an
      Event of Default (a) with respect to payment of principal of or interest on
      any
      of the Notes, or (b) in respect of a covenant or provision of the Indenture
      which cannot be modified or amended without the consent of the Holder of each
      Note. Any such waiver by the Holder, at the time of the giving thereof, of
      this
      Note (or any one or more predecessor Notes) shall bind the Holder of every
      Note
      issued upon the registration of transfer hereof or in exchange hereof or in
      lieu
      hereof, whether or not notation of such consent or waiver is made upon such
      Note. The Indenture also permits the Issuing Entity, the Indenture Trustee
      and
      the Securities Administrator, following prior notice to the Rating Agencies,
      to
      amend or waive certain terms and conditions set forth in the Indenture without
      the consent of the Holders of the Notes issued thereunder.

     

    Initially,
      the Notes will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for the Notes. The Notes will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. The Notes are exchangeable
      for a like aggregate then outstanding Note Principal Balance of Notes of
      different authorized denominations, as requested by the Holder surrendering
      same.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Securities
      Administrator by manual signature, this Note shall not be entitled to any
      benefit under the Indenture, or be valid or obligatory for any
      purpose.

     

    Anything
      herein to the contrary notwithstanding, except as expressly provided in the
      Basic Documents, neither the Owner Trustee in its individual capacity, nor
      any
      of its respective partners, beneficiaries, agents, officers, directors,
      employees, or successors or assigns, shall be personally liable for, nor shall
      recourse be had to any of them for, the payment of principal of or interest
      on,
      or performance of, or omission to perform, any of the covenants, obligations
      or
      indemnifications contained in this Note, it being expressly understood that
      said
      covenants, obligations and indemnifications have been made solely by the Trust
      to the extent of the assets of the Trust. The holder of this Note by the
      acceptance hereof agrees that, except as expressly provided in the Basic
      Documents, the Holder shall have no claim against any of the foregoing for
      any
      deficiency, loss or claim therefrom; provided, however, that nothing contained
      herein shall be taken to prevent recourse to, and enforcement against, the
      assets of the Trust Estate for any and all liabilities, obligations and
      undertakings contained in this Note.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed.

     

    Dated:
      February 28, 2006

    


    
      	 	 	 	 	 	 	 	
              BEAR
                STEARNS ARM TRUST 2006-1

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              BY:

            	
              WILMINGTON
                TRUST COMPANY, not in its individual capacity but solely in its capacity
                as Owner Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


    

    


    


    SECURITIES
      ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Class A-[1][2][3][4] Notes referred to in the within-mentioned
      Indenture.

     

    


    
      	 	 	 	 	 	 	 	
              BY:

            	
              WELLS
                FARGO BANK, N.A., as Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              BY

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

     

    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in common

            
	 	 	 
	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

            
	 	 	 
	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	 	 	 
	
              UNIF
                GIFT MIN ACT

            	
              --

            	
              ____________
                Custodian

            
	 	 	 
	 	 	
              (Cust)                                     (Minor)

            
	 	 	 
	 	 	 
	 	 	
              under
                Uniform Gifts to Minor Act

            
	 	 	 
	 	 	
              (State)

            


    

    Additional
      abbreviations may also be used though not in the above list.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto 

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

     

    
      	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name and address, including zip code, of
      assignee)

     

     

      
        

      

    

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints ________________________ attorney to transfer said Note on the books
      kept for registration thereof, with full power of substitution in the
      premises.

    


    Dated:

    


    Signature
      Guaranteed by __________________________________

    


    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      A-2

     

    FORM
      OF
      CLASS X NOTES

     

    THIS
      NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-1, CLASS A-2, CLASS
      A-3
      AND CLASS A-4 NOTES AS DESCRIBED IN THE INDENTURE.

     

    THIS
      NOTE 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 WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
      PROVISIONS OF THE INDENTURE.

     

    NO
      TRANSFER OF THIS NOTE SHALL BE MADE UNLESS THE TRANSFEREE IS NOT ACQUIRING
      THE
      NOTE WITH PLAN ASSETS OR UNLESS THE INDENTURE TRUSTEE AND THE NOTE REGISTRAR
      ARE
      PROVIDED WITH AN OPINION OF COUNSEL TO THE EFFECT THAT THE PURCHASE OF THE
      NOTES
      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 INDENTURE TRUSTEE, THE OWNER TRUSTEE, THE DEPOSITOR, THE SECURITIES
      ADMINISTRATOR, THE MASTER SERVICER, ANY SERVICER OR THE NOTE REGISTRAR TO ANY
      OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR
      SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE INDENTURE,
      WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE DEPOSITOR, THE OWNER
      TRUSTEE, THE INDENTURE TRUSTEE, THE NOTE REGISTRAR OR THE SECURITIES
      ADMINISTRATOR.

     

    PRIOR
      TO A REMIC CONVERSION, NO TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION OF THIS
      NOTE OR INTEREST THEREIN SHALL BE MADE, AND THE NOTE REGISTRAR SHALL REFUSE
      TO
      REGISTER ANY SUCH TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION, UNLESS THE
      PROPOSED TRANSFEREE SHALL HAVE DELIVERED TO THE OWNER TRUSTEE, THE NOTE
      REGISTRAR, THE SECURITIES ADMINISTRATOR AND THE INDENTURE TRUSTEE A CERTIFICATE
      CERTIFYING THAT, FOLLOWING THE TRANSFER, IT WILL BE A SINGLE OWNER. IN
      CONNECTION WITH THE OCCURRENCE OF A REMIC CONVERSION, THIS NOTE SHALL BE
      EXCHANGED FOR THE CORRESPONDING REMIC PRIVATELY OFFERED CERTIFICATES.
      NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED TO SECURED INDEBTEDNESS
      AND MAY BE THE SUBJECT OF REPURCHASE AGREEMENTS TREATED BY THE SINGLE OWNER
      AS
      SECURED INDEBTEDNESS FOR FEDERAL INCOME TAX PURPOSES, PROVIDED THAT, FOR THE
      AVOIDANCE OF DOUBT, THIS NOTE MAY NOT BE TRANSFERRED BY THE RELATED LENDER
      UNDER
      ANY SUCH RELATED INDEBTEDNESS OR REPURCHASE AGREEMENT UPON A DEFAULT UNDER
      ANY
      SUCH INDEBTEDNESS OR AGREEMENT EXCEPT IN ACCORDANCE WITH THE
      FOREGOING.

     

    THIS
      NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUING ENTITY, AND IS LIMITED IN
      RIGHT
      OF PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE AS PROVIDED IN THE
      INDENTURE REFERRED TO BELOW. THE ISSUING ENTITY IS NOT OTHERWISE PERSONALLY
      LIABLE FOR PAYMENTS ON THIS NOTE.

     

    BY
      ACCEPTANCE OF THIS NOTE, THE HOLDER HEREOF AGREES TO SURRENDER THIS NOTE TO
      THE
      SECURITIES ADMINISTRATOR PROMPTLY UPON RECEIPT OF THE CORRESPONDING CLASS OF
      REMIC PRIVATELY OFFERED CERTIFICATES FOLLOWING THE OCCURRENCE OF THE REMIC
      CONVERSION AS DESCRIBED IN THE INDENTURE.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    BEAR
      STEARNS ARM TRUST 2006-1

     

    MORTGAGE-BACKED
      NOTES, SERIES 2006-1

     

    CLASS
      X

     

    
      	
              AGGREGATE
                NOTIONAL AMOUNT: :$[______]

            	
              NOTE
                INTEREST RATE:
                Variable Rate

            
	 	 
	
              INITIAL
                NOTIONAL AMOUNT OF THIS NOTE:

            	
              NOTE
                NO. 1

            
	 	 
	
              PERCENTAGE
                INTEREST: 100% 

            	
              CUSIP
                NO: [______] 

            


    

    


     

    BEAR
      STEARNS ARM TRUST 2006-1 (the “Issuing Entity”), a Delaware statutory trust, for
      value received, hereby promises to pay to Bear, Stearns Securities Corp. or
      registered assigns, interest hereon in monthly installments on the twenty-fifth
      day of each month or, if such day is not a Business Day, the next succeeding
      Business Day (each a “Payment Date”), commencing in March 2006 and ending on or
      before the Payment Date occurring in February 2036 (the “Final Scheduled Payment
      Date”) and to pay interest on the Notional Amount of this Note (this “Note”)
      outstanding from time to time as provided below.

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity's Mortgage-Backed Notes,
      Series 2006-1 (the “Notes”), issued under an Indenture, dated as of February 28,
      2006 (the “Indenture”), among the Issuing Entity, Wells Fargo Bank, N.A. as
      securities administrator and U.S. Bank National Association as indenture trustee
      (the “Indenture Trustee”, which term includes any successor Indenture Trustee
      under the Indenture), to which Indenture and all indentures supplemental thereto
      reference is hereby made for a statement of the respective rights thereunder
      of
      the Issuing Entity, the Indenture Trustee and the Holders of the Notes and
      the
      terms upon which the Notes are to be authenticated and delivered. All terms
      used
      in this Note which are defined in the Indenture shall have the meanings assigned
      to them in the Indenture.

     

    Payments
      of interest on this Note will be made on each Payment Date to the Noteholder
      of
      record as of the related Record Date. The “Notional Amount” of this Note as of
      any date of determination shall be calculated as set forth under the
      Indenture.

     

    The
      interest on this Note are due and payable as described in the Indenture, in
      such
      coin or currency of the United States of America as at the time of payment
      is
      legal tender for payment of public and private debts. All payments made by
      the
      Issuing Entity with respect to this Note shall be applied as provided in the
      Indenture.

     

    By
      acceptance of this Note, the Holder hereof agrees to surrender this Note to
      the
      Securities Administrator promptly upon notice by the Securities Administrator
      to
      surrender this Note and in exchange for the corresponding Class of REMIC
      Privately Offered Certificates, each in connection with the REMIC Conversion
      as
      described in the Indenture.

     

    The
      Mortgage Loans are subject to purchase in whole, but not in part, by the
      Majority Certificateholder on any Payment Date on or after the Payment Date
      on
      which the aggregate Scheduled Principal Balance of the Mortgage Loans as of
      the
      end of the prior Due Period is 10% or less of the Cut-off Date Scheduled
      Principal Balance of the Mortgage Loans.

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class X Notes, and
      each
      Holder hereof, by its acceptance of this Note, agrees that (i) such Note will
      be
      limited in right of payment to amounts available from the Trust Estate as
      provided in the Indenture and (ii) such Holder shall have no recourse to the
      Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor, the
      Seller, the Master Servicer, the Securities Administrator or any of their
      respective affiliates, or to the assets of any of the foregoing entities, except
      the assets of the Issuing Entity pledged to secure the Class X Notes pursuant
      to
      the Indenture and the rights conveyed to the Issuing Entity under the
      Indenture.

     

    Any
      payment of interest payable on this Note which is punctually paid on the
      applicable Payment Date shall be paid to the Person in whose name such Note
      is
      registered at the close of business on the Record Date for such Payment Date
      by
      check mailed to such person's address as it appears in the Note Register on
      such
      Record Date, except for the final installment of interest payable with respect
      to such Note, which shall be payable as provided below. Notwithstanding the
      foregoing, upon written request with appropriate instructions by the Holder
      of
      this Note delivered to the Securities Administrator at least five Business
      Days
      prior to the Record Date, any payment of interest, other than the final
      installment of interest, shall be made by wire transfer to an account in the
      United States designated by such Holder. All reductions in the principal amount
      of a Note (excluding the Class X Notes) effected by payments of principal made
      on any Payment Date shall be binding upon all Holders of this Note and of any
      note issued upon the registration of transfer thereof or in exchange therefor
      or
      in lieu thereof, whether or not such payment is noted on such Note. The final
      payment of this Note shall be payable upon presentation and surrender thereof
      on
      or after the Payment Date thereof at the Office designated by the Securities
      Administrator or the office or agency of the Issuing Entity maintained by it
      for
      such purpose pursuant to the Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note,
      shall carry the right to unpaid principal (excluding the Class X Notes) and
      interest that were carried by such other Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. The Indenture provides
      that, notwithstanding the acceleration of the maturity of the Notes, under
      certain circumstances specified therein, all amounts collected as proceeds
      of
      the Trust Estate securing the Notes or otherwise shall continue to be applied
      to
      payments of principal and interest on the Notes as if they had not been declared
      due and payable.

     

    The
      failure to pay Accrued Note Interest on the Class X Notes, shall not constitute
      an Event of Default under the Indenture.

     

    No
      transfer, sale, pledge or other disposition of this Note or interest herein
      shall be made unless that transfer, sale, pledge or other disposition is exempt
      from the registration and/or qualification requirements of the Securities Act
      and any applicable state securities laws, or is otherwise made in accordance
      with the Securities Act and such state securities laws. If a transfer of this
      Note is to be made without registration under the Securities Act (other than
      in
      connection with the initial issuance thereof or a transfer thereof by the
      Depositor or one of its Affiliates), then the Note Registrar shall refuse to
      register such transfer unless (i) it receives (and upon receipt, may
      conclusively rely upon) a certificate substantially in the form attached as
      Exhibit C to the Indenture or (ii) it receives a written Opinion of Counsel
      acceptable to and in form and substance satisfactory to the Note Registrar
      and
      the Indenture Trustee and the transferee executes a representation letter
      substantially in the form of Exhibit D attached to the Indenture, and transferor
      executes a representation letter substantially in the form of Exhibit E attached
      to the Indenture, each acceptable to and in form and substance satisfactory
      to
      the Note Registrar and the Indenture Trustee. None of the Issuing Entity, the
      Depositor, the Indenture Trustee or the Note Registrar is obligated to register
      or qualify any Notes under the Securities Act or any other securities law or
      to
      take any action not otherwise required under the Indenture to permit the
      transfer of this Note or interest herein without registration or qualification.
      Any Noteholder desiring to effect a transfer of this Note or interest herein
      shall, and does hereby agree to, indemnify the Issuing Entity, the Depositor,
      the Owner Trustee, the Indenture Trustee and the Note Registrar 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 (other than in connection with the initial issuance thereof or a
      transfer thereof by the Depositor or one of its Affiliates) of this Class X
      Note
      or any interest therein shall be made to any Person unless the Indenture Trustee
      and the Note Registrar are provided with an Opinion of Counsel which establishes
      to the satisfaction of the Indenture Trustee and the Note Registrar that the
      purchase of a Class X Note 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 Owner Trustee, the Indenture
      Trustee, the Securities Administrator, the Master Servicer, any Servicer or
      the
      Note Registrar, to any obligation or liability (including obligations or
      liabilities under ERISA or Section 4975 of the Code) in addition to those
      undertaken in the Indenture, which Opinion of Counsel shall not be an expense
      of
      the Depositor, the Owner Trustee, the Indenture Trustee, the Securities
      Administrator, the Master Servicer, any Servicer and the Note Registrar. In
      lieu
      of such Opinion of Counsel, a Person acquiring a Class X Note may provide a
      certification in the form attached to the Indenture, which the Indenture
      Trustee, Depositor, the Owner Trustee, the Master Servicer and the Note
      Registrar may rely upon without further inquiry or investigation.

     

    Prior
      to
      a REMIC Conversion, no transfer, sale, pledge or other disposition of this
      Class
      X Note or interest therein shall be made, and the Note Registrar shall refuse
      to
      register any such transfer, sale, pledge or other disposition, unless the
      proposed transferee shall have delivered to the Owner Trustee, the Note
      Registrar, the Securities Administrator and the Indenture Trustee a certificate
      certifying that, following such transfer, it will be a Single Owner. In
      connection with the occurrence of a REMIC Conversion, this Class X Note shall
      be
      exchanged for the corresponding REMIC Privately Offered Certificates.
      Notwithstanding the foregoing, this Class X Note may be pledged to secure
      indebtedness and may be the subject of repurchase agreements treated by the
      Single Owner as secured indebtedness for federal income tax purposes, provided
      that, for the avoidance of doubt, this Class X Note may not be transferred
      by
      the related lender under any such indebtedness or repurchase agreement upon
      a
      default under such indebtedness or agreement except in accordance with the
      foregoing.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Securities Administrator,
      one or more new Notes of any authorized denominations and of a like aggregate
      then outstanding Note Principal Balance, will be issued to the designated
      transferee or transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee, the Securities Administrator and any agent of
      the
      Issuing Entity, the Securities Administrator or the Indenture Trustee may treat
      the Person in whose name this Note is registered as the owner of such Note
      (i)
      on the applicable Record Date for the purpose of making payments and interest
      of
      such Note, and (ii) on any other date for all other purposes whatsoever, as
      the
      owner hereof, whether or not this Note be overdue, and none of the Issuing
      Entity, the Securities Administrator, the Indenture Trustee nor any such agent
      of the Issuing Entity, the Securities Administrator or the Indenture Trustee
      shall be affected by notice to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of each Class of Notes affected
      thereby. The Indenture also contains provisions permitting the Holders of Notes
      representing not less than a majority of the aggregate Note Principal Balance
      of
      the Notes, to waive any past Event of Default and its consequences except an
      Event of Default (a) with respect to payment of principal of or interest on
      any
      of the Notes, or (b) in respect of a covenant or provision of the Indenture
      which cannot be modified or amended without the consent of the Holder of each
      Note. Any such waiver by the Holder, at the time of the giving thereof, of
      this
      Note (or any one or more predecessor Notes) shall bind the Holder of every
      Note
      issued upon the registration of transfer hereof or in exchange hereof or in
      lieu
      hereof, whether or not notation of such consent or waiver is made upon such
      Note. The Indenture also permits the Issuing Entity, the Indenture Trustee
      and
      the Securities Administrator, following prior notice to the Rating Agencies,
      to
      amend or waive certain terms and conditions set forth in the Indenture without
      the consent of the Holders of the Notes issued thereunder.

     

    The
      Notes
      are exchangeable for a like aggregate then outstanding Note Principal Balance
      or
      Notional Amount, as applicable, of the Notes of different authorized
      denominations, as requested by the Holder surrendering same.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Securities
      Administrator by manual signature, this Note shall not be entitled to any
      benefit under the Indenture, or be valid or obligatory for any
      purpose.

     

    Anything
      herein to the contrary notwithstanding, except as expressly provided in the
      Basic Documents, neither the Owner Trustee in its individual capacity, nor
      any
      of its respective partners, beneficiaries, agents, officers, directors,
      employees, or successors or assigns, shall be personally liable for, nor shall
      recourse be had to any of them for, the payment of principal of or interest
      on,
      or performance of, or omission to perform, any of the covenants, obligations
      or
      indemnifications contained in this Note, it being expressly understood that
      said
      covenants, obligations and indemnifications have been made solely by the Trust
      to the extent of the assets of the Trust. The holder of this Note by the
      acceptance hereof agrees that, except as expressly provided in the Basic
      Documents, the Holder shall have no claim against any of the foregoing for
      any
      deficiency, loss or claim therefrom; provided, however, that nothing contained
      herein shall be taken to prevent recourse to, and enforcement against, the
      assets of the Trust Estate for any and all liabilities, obligations and
      undertakings contained in this Note.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed.

     

    Dated:
      February 28, 2006

     

    
      	 	 	 	 	 	 	
              BEAR
                STEARNS ARM TRUST 2006-1

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	
              WILMINGTON
                TRUST COMPANY, not in its individual capacity but solely in its capacity
                as Owner Trustee

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 


    

    


     

    SECURITIES
      ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Class X Notes referred to in the within-mentioned
      Indenture.

     

    
      	 	 	 	 	 	 	
              BEAR
                STEARNS ARM TRUST 2006-1

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.,

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

     

    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in common

            
	 	 	 
	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

            
	 	 	 
	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	 	 	 
	
              UNIF
                GIFT MIN ACT

            	
              --

            	
              ____________
                Custodian

            
	 	 	 
	 	 	
              (Cust)                                     (Minor)

            
	 	 	 
	 	 	 
	 	 	
              under
                Uniform Gifts to Minor Act

            
	 	 	 
	 	 	
              (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT
      SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

     

    
       

      
        	 	 	 
	 	 	 
	 	 	 


      

      (Please
        print or typewrite name and address, including zip code, of
        assignee)

       

       

        
          

        

      

    

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints ________________________ attorney to transfer said Note on the books
      kept for registration thereof, with full power of substitution in the
      premises.

     

    
      	
              Dated:

            	 	 
	 	 	 
	
              Signature
                Guaranteed by

            	 	 
	 	 	 


    

    


    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      


      EXHIBIT
        A-3

       

      THIS
        NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-1, Class A-2, CLASS
        A-3,
        CLASS A-4, CLASS X [CLASS B-1][CLASS B-2][CLASS B-3][CLASS B-4] AND [CLASS
        B-5]
        NOTES AS DESCRIBED IN THE INDENTURE.

       

      THIS
        NOTE 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 WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH
        ACT
        AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
        PROVISIONS OF THE INDENTURE.

       

      NO
        TRANSFER OF THIS NOTE SHALL BE MADE UNLESS THE TRANSFEREE IS NOT ACQUIRING
        THE
        NOTE WITH PLAN ASSETS OR UNLESS THE INDENTURE TRUSTEE AND THE NOTE REGISTRAR
        ARE
        PROVIDED WITH AN OPINION OF COUNSEL TO THE EFFECT THAT THE PURCHASE OF THE
        NOTES
        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 INDENTURE TRUSTEE, THE OWNER TRUSTEE, THE DEPOSITOR, THE ISSUING
        ENTITY, THE SELLER, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER, ANY
        SERVICER OR THE NOTE REGISTRAR TO ANY OBLIGATION OR LIABILITY (INCLUDING
        OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION
        TO THOSE UNDERTAKEN IN THE INDENTURE, WHICH OPINION OF COUNSEL SHALL NOT
        BE AN
        EXPENSE OF THE DEPOSITOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE, THE NOTE
        REGISTRAR OR THE SECURITIES ADMINISTRATOR.

       

      PRIOR
        TO A REMIC CONVERSION, NO TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION OF
        THIS
        NOTE OR INTEREST THEREIN SHALL BE MADE, AND THE NOTE REGISTRAR SHALL REFUSE
        TO
        REGISTER ANY SUCH TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION, UNLESS THE
        PROPOSED TRANSFEREE SHALL HAVE DELIVERED TO THE OWNER TRUSTEE, THE NOTE
        REGISTRAR, THE SECURITIES ADMINISTRATOR AND THE INDENTURE TRUSTEE A CERTIFICATE
        CERTIFYING THAT, FOLLOWING THE TRANSFER, IT WILL BE A SINGLE OWNER. IN
        CONNECTION WITH THE OCCURRENCE OF A REMIC CONVERSION, THIS NOTE SHALL BE
        EXCHANGED FOR THE CORRESPONDING REMIC PRIVATELY OFFERED CERTIFICATES.
        NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED TO SECURED INDEBTEDNESS
        AND MAY BE THE SUBJECT OF REPURCHASE AGREEMENTS TREATED BY THE SINGLE OWNER
        AS
        SECURED INDEBTEDNESS FOR FEDERAL INCOME TAX PURPOSES, PROVIDED THAT, FOR
        THE
        AVOIDANCE OF DOUBT, THIS NOTE MAY NOT BE TRANSFERRED BY THE RELATED LENDER
        UNDER
        ANY SUCH RELATED INDEBTEDNESS OR REPURCHASE AGREEMENT UPON A DEFAULT UNDER
        ANY
        SUCH INDEBTEDNESS OR AGREEMENT EXCEPT IN ACCORDANCE WITH THE
        FOREGOING.

       

      THIS
        NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUING ENTITY, AND IS LIMITED IN
        RIGHT
        OF PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE AS PROVIDED IN THE
        INDENTURE REFERRED TO BELOW. THE ISSUING ENTITY IS NOT OTHERWISE PERSONALLY
        LIABLE FOR PAYMENTS ON THIS NOTE.

       

      PRINCIPAL
        OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
        OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
        SHOWN
        ON THE FACE HEREOF.

       

      BY
        ACCEPTANCE OF THIS NOTE, THE HOLDER HEREOF AGREES TO SURRENDER THIS NOTE
        TO THE
        SECURITIES ADMINISTRATOR PROMPTLY UPON RECEIPT OF THE CORRESPONDING CLASS
        OF
        REMIC PRIVATELY OFFERED CERTIFICATES FOLLOWING THE OCCURRENCE OF THE REMIC
        CONVERSION AS DESCRIBED IN THE INDENTURE.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      BEAR
        STEARNS ARM TRUST 2006-1

       

      MORTGAGE-BACKED
        NOTES, SERIES 2006-1

       

      CLASS
        B-[1][2][3][4][5][6]

       

      
        	
                  AGGREGATE
                  NOTE PRINCIPAL

              	
                  NOTE
                  INTEREST

              
	
                  BALANCE:
                  $[_______]

              	
                  RATE:
                  Variable Rate

              
	 	 
	
                  INITIAL
                  NOTE PRINCIPAL

              	
                  NOTE
                  NO. 1

              
	
                  BALANCE
                  OF THIS NOTE: $[_______]

              	 
	 	 
	
                  PERCENTAGE
                  INTEREST: 100%

              	
                  CUSIP
                  NO: [_______]

              


      

      


      BEAR
        STEARNS ARM TRUST 2006-1 (the “Issuing Entity”), a Delaware statutory trust, for
        value received, hereby promises to pay to Bear, Stearns Securities Corp.
        or
        registered assigns, the principal sum of $[______] in monthly installments
        on
        the twenty-fifth day of each month or, if such day is not a Business Day,
        the
        next succeeding Business Day (each a “Payment Date”), commencing in March 2006
        and ending on or before the Payment Date occurring in February 2036 (the
“Final
        Scheduled Payment Date”) and to pay interest on the Note Principal Balance of
        this Note (this “Note”) outstanding from time to time as provided
        below.

       

      This
        Note
        is one of a duly authorized issue of the Issuing Entity's Mortgage-Backed
        Notes,
        Series 2006-1 (the “Notes”), issued under an Indenture, dated as of February 28,
        2006 (the “Indenture”), among the Issuing Entity, Wells Fargo Bank, N.A. as
        securities administrator and U.S. Bank National Association as indenture
        trustee
        (the “Indenture Trustee”, which term includes any successor Indenture Trustee),
        to which Indenture and all indentures supplemental thereto reference is hereby
        made for a statement of the respective rights thereunder of the Issuing Entity,
        the Indenture Trustee and the Holders of the Notes and the terms upon which
        the
        Notes are to be authenticated and delivered. All terms used in this Note
        which
        are defined in the Indenture shall have the meanings assigned to them in
        the
        Indenture.

       

      Payments
        of principal and interest on this Note will be made on each Payment Date
        to the
        Noteholder of record as of the related Record Date. The “Note Principal Balance”
of a Note as of any date of determination is equal to the initial Note Principal
        Balance thereof, minus (i) all amounts distributed in respect of principal
        with
        respect to such Class of Notes, (ii) the aggregate amount of any reductions
        in
        the Note Principal Balance thereof deemed to have occurred in connection
        with
        allocations of Realized Losses on all prior Payment Dates in accordance with
        the
        Indenture, taking account of its applicable Loss Allocation Limitation, and
        (iii) such Class's pro rata share, if any, of the applicable Subordinate
        Writedown Amount for previous Payment Dates, plus (iv) any Subsequent Recoveries
        allocated thereto.

       

      The
        principal of, and interest on, this Note are due and payable as described
        in the
        Indenture, in such coin or currency of the United States of America as at
        the
        time of payment is legal tender for payment of public and private debts.
        All
        payments made by the Issuing Entity with respect to this Note shall be equal
        to
        this Note's pro rata share of the aggregate payments on all Class
        B-[1][2][3][4][5][6] Notes as described above, and shall be applied as between
        interest and principal as provided in the Indenture.

       

      All
        principal and interest accrued on the Notes, if not previously paid, will
        become
        finally due and payable at the Final Scheduled Payment Date.

       

      By
        acceptance of this Note, the Holder hereof agrees to surrender this Note
        to the
        Securities Administrator promptly upon receipt of the corresponding Class
        of
        REMIC Privately Offered Certificates in connection with the REMIC Conversion
        as
        described in the Indenture.

       

      The
        Mortgage Loans are subject to purchase in whole, but not in part, by the
        Majority Certificateholder on any Payment Date on or after the Payment Date
        on
        which the aggregate Scheduled Principal Balance of the Mortgage Loans as
        of the
        end of the prior Due Period is 10% or less than the Cut-off Date Scheduled
        Principal Balance of the Mortgage Loans.

       

      The
        Issuing Entity shall not be liable upon the indebtedness evidenced by the
        Notes
        except to the extent of amounts available from the Trust Estate which
        constitutes security for the payment of the Notes. The assets included in
        the
        Trust Estate will be the sole source of payments on the Class
        B-[1][2][3][4][5][6] Notes, and each Holder hereof, by its acceptance of
        this
        Note, agrees that (i) such Note will be limited in right of payment to amounts
        available from the Trust Estate as provided in the Indenture and (ii) such
        Holder shall have no recourse to the Issuing Entity, the Owner Trustee, the
        Indenture Trustee, the Depositor, the Seller, the Master Servicer, the
        Securities Administrator or any of their respective affiliates, or to the
        assets
        of any of the foregoing entities, except the assets of the Issuing Entity
        pledged to secure the Class B-[1][2][3][4][5][6] Notes pursuant to the Indenture
        and the rights conveyed to the Issuing Entity under the Indenture.

       

      Any
        payment of principal or interest payable on this Note which is punctually
        paid
        on the applicable Payment Date shall be paid to the Person in whose name
        such
        Note is registered at the close of business on the Record Date for such Payment
        Date by check mailed to such person's address as it appears in the Note Register
        on such Record Date, except for the final installment of principal and interest
        payable with respect to such Note, which shall be payable as provided below.
        Notwithstanding the foregoing, upon written request with appropriate
        instructions by the Holder of this Note delivered to the Securities
        Administrator at least five Business Days prior to the Record Date, any payment
        of principal or interest, other than the final installment of principal or
        interest, shall be made by wire transfer to an account in the United States
        designated by such Holder. All reductions in the principal amount of a Note
        effected by payments of principal made on any Payment Date shall be binding
        upon
        all Holders of this Note and of any note issued upon the registration of
        transfer thereof or in exchange therefor or in lieu thereof, whether or not
        such
        payment is noted on such Note. The final payment of this Note shall be payable
        upon presentation and surrender thereof on or after the Payment Date thereof
        at
        the Office designated by the Securities Administrator or the office or agency
        of
        the Issuing Entity maintained by it for such purpose pursuant to the
        Indenture.

       

      Subject
        to the foregoing provisions, each Note delivered under the Indenture, upon
        registration of transfer of or in exchange for or in lieu of any other Note,
        shall carry the right to unpaid principal and interest that were carried
        by such
        other Note.

       

      If
        an
        Event of Default as defined in the Indenture shall occur and be continuing
        with
        respect to the Notes, the Notes may become or be declared due and payable
        in the
        manner and with the effect provided in the Indenture. If any such acceleration
        of maturity occurs prior to the payment of the entire unpaid Note Principal
        Balance of the Notes, the amount payable to the Holder of this Note will
        be
        equal to the sum of the unpaid Note Principal Balance of this Note, together
        with accrued and unpaid interest thereon as described in the Indenture. The
        Indenture provides that, notwithstanding the acceleration of the maturity
        of the
        Notes, under certain circumstances specified therein, all amounts collected
        as
        proceeds of the Trust Estate securing the Notes or otherwise shall continue
        to
        be applied to payments of principal of and interest on the Notes as if they
        had
        not been declared due and payable.

       

      The
        failure to pay any Net Interest Shortfall at any time when funds are not
        available to make such payment as provided in the Indenture shall not constitute
        an Event of Default under the Indenture.

       

      No
        transfer, sale, pledge or other disposition of this Note or interest herein
        shall be made unless that transfer, sale, pledge or other disposition is
        exempt
        from the registration and/or qualification requirements of the Securities
        Act
        and any applicable state securities laws, or is otherwise made in accordance
        with the Securities Act and such state securities laws. If a transfer of
        this
        Note is to be made without registration under the Securities Act (other than
        in
        connection with the initial issuance thereof or a transfer thereof by the
        Depositor or one of its Affiliates), then the Note Registrar shall refuse
        to
        register such transfer unless (i) it receives (and upon receipt, may
        conclusively rely upon) a certificate substantially in the form attached
        as
        Exhibit C to the Indenture or (ii) it receives a written Opinion of Counsel
        acceptable to and in form and substance satisfactory to the Note Registrar
        and
        the Indenture Trustee and the transferee executes a representation letter
        substantially in the form of Exhibit D attached to the Indenture, and transferor
        executes a representation letter substantially in the form of Exhibit E attached
        to the Indenture, each acceptable to and in form and substance satisfactory
        to
        the Note Registrar and the Indenture Trustee. None of the Issuing Entity,
        the
        Depositor, the Indenture Trustee or the Note Registrar is obligated to register
        or qualify any Notes under the Securities Act or any other securities law
        or to
        take any action not otherwise required under the Indenture to permit the
        transfer of this Note or interest herein without registration or qualification.
        Any Noteholder desiring to effect a transfer of this Note or interest herein
        shall, and does hereby agree to, indemnify the Issuing Entity, the Depositor,
        the Owner Trustee, the Indenture Trustee and the Note Registrar 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 (other than in connection with the initial issuance thereof or a
        transfer thereof by the Depositor or one of its Affiliates) of this Class
        B-[1][2][3][4][5][6] Note or any interest therein shall be made to any Person
        unless the Indenture Trustee and the Note Registrar are provided with an
        Opinion
        of Counsel which establishes to the satisfaction of the Indenture Trustee
        and
        the Note Registrar that the purchase of a Class B-[1][2][3][4][5][6] Note
        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 Owner Trustee, the Indenture Trustee, the Master
        Servicer, any Servicer or the Note Registrar to any obligation or liability
        (including obligations or liabilities under ERISA or Section 4975 of the
        Code)
        in addition to those undertaken in the Indenture, which Opinion of Counsel
        shall
        not be an expense of the Depositor, the Owner Trustee, the Indenture Trustee,
        the Securities Administrator, the Master Servicer, any Servicer and the Note
        Registrar. In lieu of such Opinion of Counsel, a Person acquiring a Class
        B-1
        Note may provide a certification in the form attached to the Indenture, which
        the Depositor, the Owner Trustee, the Indenture Trustee, the Note Registrar
        and
        the Master Servicer may rely upon without further inquiry or
        investigation.

       

      Prior
        to
        a REMIC Conversion, no transfer, sale, pledge or other disposition of this
        Class
        B-[1][2][3][4][5][6] Note or interest therein shall be made, and the Note
        Registrar shall refuse to register any such transfer, sale, pledge or other
        disposition, unless the proposed transferee shall have delivered to the Owner
        Trustee, the Note Registrar, the Securities Administrator and the Indenture
        Trustee a certificate certifying that, following such transfer, it will be
        a
        Single Owner. In connection with the occurrence of a REMIC Conversion, this
        Class B-[1][2][3][4][5][6] Note shall be exchanged for the corresponding
        REMIC
        Privately Offered Certificates. Notwithstanding the foregoing, this Class
        B-[1][2][3][4][5][6] Note may be pledged to secure indebtedness and may be
        the
        subject of repurchase agreements treated by the Single Owner as secured
        indebtedness for federal income tax purposes, provided that, for the avoidance
        of doubt, this Class B-[1][2][3][4][5][6] Note may not be transferred by
        the
        related lender under any such indebtedness or repurchase agreement upon a
        default under such indebtedness or agreement except in accordance with the
        foregoing.

      


      As
        provided in the Indenture and subject to certain limitations therein set
        forth,
        the transfer of this Note may be registered on the Note Register of the Issuing
        Entity. Upon surrender for registration of transfer of, or presentation of
        a
        written instrument of transfer for, this Note at the office or agency designated
        by the Issuing Entity pursuant to the Indenture, accompanied by proper
        instruments of assignment in form satisfactory to the Securities Administrator,
        one or more new Notes of any authorized denominations and of a like aggregate
        then outstanding Note Principal Balance, will be issued to the designated
        transferee or transferees.

      


      Prior
        to
        the due presentment for registration of transfer of this Note, the Issuing
        Entity, the Indenture Trustee, the Securities Administrator and any agent
        of the
        Issuing Entity, the Securities Administrator or the Indenture Trustee may
        treat
        the Person in whose name this Note is registered as the owner of such Note
        (i)
        on the applicable Record Date for the purpose of making payments and interest
        of
        such Note, and (ii) on any other date for all other purposes whatsoever,
        as the
        owner hereof, whether or not this Note be overdue, and none of the Issuing
        Entity, the Securities Administrator, the Indenture Trustee nor any such
        agent
        of the Issuing Entity, the Securities Administrator or the Indenture Trustee
        shall be affected by notice to the contrary.

       

      The
        Indenture permits, with certain exceptions as therein provided, the amendment
        thereof and the modification of the rights and obligations of the Issuing
        Entity
        and the rights of the Holders of the Notes under the Indenture at any time
        by
        the Issuing Entity and the Holders of a majority of each Class of Notes affected
        thereby. The Indenture also contains provisions permitting the Holders of
        Notes
        representing not less than a majority of the aggregate Note Principal Balance
        of
        the Notes, to waive any past Event of Default and its consequences except
        an
        Event of Default (a) with respect to payment of principal of or interest
        on any
        of the Notes, or (b) in respect of a covenant or provision of the Indenture
        which cannot be modified or amended without the consent of the Holder of
        each
        Note. Any such waiver by the Holder, at the time of the giving thereof, of
        this
        Note (or any one or more predecessor Notes) shall bind the Holder of every
        Note
        issued upon the registration of transfer hereof or in exchange hereof or
        in lieu
        hereof, whether or not notation of such consent or waiver is made upon such
        Note. The Indenture also permits the Issuing Entity, the Indenture Trustee
        and
        the Securities Administrator, following prior notice to the Rating Agencies,
        to
        amend or waive certain terms and conditions set forth in the Indenture without
        the consent of the Holders of the Notes issued thereunder.

       

      The
        Notes
        are exchangeable for a like aggregate then outstanding Note Principal Balance
        of
        Notes of different authorized denominations, as requested by the Holder
        surrendering same.

       

      Unless
        the Certificate of Authentication hereon has been executed by the Securities
        Administrator by manual signature, this Note shall not be entitled to any
        benefit under the Indenture, or be valid or obligatory for any
        purpose.

       

      Anything
        herein to the contrary notwithstanding, except as expressly provided in the
        Basic Documents, neither the Owner Trustee in its individual capacity, nor
        any
        of its respective partners, beneficiaries, agents, officers, directors,
        employees, or successors or assigns, shall be personally liable for, nor
        shall
        recourse be had to any of them for, the payment of principal of or interest
        on,
        or performance of, or omission to perform, any of the covenants, obligations
        or
        indemnifications contained in this Note, it being expressly understood that
        said
        covenants, obligations and indemnifications have been made solely by the
        Trust
        to the extent of the assets of the Trust. The holder of this Note by the
        acceptance hereof agrees that, except as expressly provided in the Basic
        Documents, the Holder shall have no claim against any of the foregoing for
        any
        deficiency, loss or claim therefrom; provided, however, that nothing contained
        herein shall be taken to prevent recourse to, and enforcement against, the
        assets of the Trust Estate for any and all liabilities, obligations and
        undertakings contained in this Note.

       

      AS
        PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE
        SHALL
        BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
        NEW
        YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      IN
        WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
        executed.

       

      Dated:
        February 28, 2006

       

      
        	 	 	 	 	 	 	
                  BEAR
                  STEARNS ARM TRUST 2006-1

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                  By:

              	
                WILMINGTON
                  TRUST COMPANY, not in its individual capacity but solely in its
                  capacity
                  as Owner Trustee

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                  By:

              	 
	 	 	 	 	 	 	 	
                  Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 


      

      


       

      SECURITIES
        ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION

       

      This
        is
        one of the Class B-[1][2][3][4][5][6] Notes referred to in the within-mentioned
        Indenture.

       

      
        	 	 	 	 	 	 	
                  By:

              	
                WELLS
                  FARGO BANK, N.A., 

                as
                  Securities Administrator

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                  By:

              	 
	 	 	 	 	 	 	 	
                  Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of the
        Note,
        shall be construed as though they were written out in full according to
        applicable laws or regulations:

      
         

        
          	
                  TEN
                    COM

                	
                  --

                	
                  as
                    tenants in common

                
	 	 	 
	
                  TEN
                    ENT

                	
                  --

                	
                  as
                    tenants by the entireties

                
	 	 	 
	
                  JT
                    TEN

                	
                  --

                	
                  as
                    joint tenants with right of survivorship and not as tenants in
                    common

                
	 	 	 
	
                  UNIF
                    GIFT MIN ACT

                	
                  --

                	
                  _____                        
                    Custodian                        
                    

                
	 	 	
                  (Cust)                                     (Minor)

                
	 	 	 
	 	 	
                  under
                    Uniform Gifts to Minor Act

                
	 	 	 
	 	 	
                  (State)

                


        

        
Additional
          abbreviations may also be used though not in the above list.

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE
        INSERT
        SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

       

      
        
           

          
            	 	 	 
	 	 	 
	 	 	 


          

          (Please
            print or typewrite name and address, including zip code, of
            assignee)

           

           

            
              

            

          

        

      

      the
        within Note and all rights thereunder, and hereby irrevocably constitutes
        and
        appoints ________________________ attorney to transfer said Note on the books
        kept for registration thereof, with full power of substitution in the
        premises.

       

      
        	
                  Dated:

              	 	 
	 	 	 
	
                  Signature
                  Guaranteed by

              	 	 
	 	 	 


      

      


      NOTICE:
        The signature(s) to this assignment must correspond with the name as it appears
        upon the face of the within Note in every particular, without alteration
        or
        enlargement or any change whatsoever. Signature(s) must be guaranteed by
        a
        commercial bank or by a member firm of the New York Stock Exchange or another
        national securities exchange. Notarized or witnessed signatures are not
        acceptable.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        B

       

      MORTGAGE
        LOAN SCHEDULE

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        C

       

      [FORM
        OF
        RULE 144A INVESTMENT REPRESENTATION]

       

      Description
        of Rule 144A Securities, including numbers:

       

      
        	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

      


      The
        undersigned seller, as registered holder (the “Seller”), intends to transfer the
        Rule 144A Securities described above to the undersigned buyer (the
“Buyer”).

       

      1.
        In
        connection with such transfer and in accordance with the agreements pursuant
        to
        which the Rule 144A Securities were issued, the Seller hereby certifies the
        following facts: Neither the Seller nor anyone acting on its behalf has offered,
        transferred, pledged, sold or otherwise disposed of the Rule 144A Securities,
        any interest in the Rule 144A Securities or any other similar security to,
        or
        solicited any offer to buy or accept a transfer, pledge or other disposition
        of
        the Rule 144A Securities, any interest in the Rule 144A Securities or any
        other
        similar security from, or otherwise approached or negotiated with respect
        to the
        Rule 144A Securities, any interest in the Rule 144A Securities 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, that would constitute a distribution of the Rule 144A
        Securities under the Securities Act of 1933, as amended (the “1933 Act”), or
        that would render the disposition of the Rule 144A Securities a violation
        of
        Section 5 of the 1933 Act or require registration pursuant thereto, and that
        the
        Seller has not offered the Rule 144A Securities to any person other than
        the
        Buyer or another “qualified institutional buyer” as defined in Rule 144A under
        the 1933 Act.

       

      2.
        The
        Buyer
        warrants and represents to, and covenants with, the Indenture Trustee pursuant
        to Section 4.02 of the Indenture (the “Indenture”), dated as of February 28,
        2006, among Bear Stearns ARM Trust 2006-1, as Issuing Entity, and Wells Fargo
        Bank, N.A., as Securities Administrator and U.S. Bank National Association,
        as
        Indenture Trustee, as follows:

       

      a.
        The
        Buyer
        understands that the Rule 144A Securities have not been registered under
        the
        1933 Act or the securities laws of any state.

       

      b.
        The
        Buyer
        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 Rule 144A
        Securities.

       

      c.
        The
        Buyer
        has been furnished with all information regarding the Rule 144A Securities
        that
        it has requested from the Seller, the Indenture Trustee, the Owner Trustee
        or
        the Master Servicer.

       

      d.
        Neither
        the Buyer nor anyone acting on its behalf has offered, transferred, pledged,
        sold or otherwise disposed of the Rule 144A Securities, any interest in the
        Rule
        144A Securities or any other similar security to, or solicited any offer
        to buy
        or accept a transfer, pledge or other disposition of the Rule 144A Securities,
        any interest in the Rule 144A Securities or any other similar security from,
        or
        otherwise approached or negotiated with respect to the Rule 144A Securities,
        any
        interest in the Rule 144A Securities 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, that would
        constitute a distribution of the Rule 144A Securities under the 1933 Act
        or that
        would render the disposition of the Rule 144A Securities a violation of Section
        5 of the 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 Rule 144A Securities.

       

      e.
        The
        Buyer
        is a “qualified institutional buyer” as that term is defined in Rule 144A under
        the 1933 Act and has completed either of the forms of certification to that
        effect attached hereto as Annex 1 or Annex 2. The Buyer is aware that the
        sale
        to it is being made in reliance on Rule 144A. The Buyer is acquiring the
        Rule
        144A Securities for its own account or the accounts of other qualified
        institutional buyers, understands that such Rule 144A Securities 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.

       

      3.
        The
        Buyer
        warrants and represents to, and covenants with, the Seller, the Indenture
        Trustee, Owner Trustee, the Certificate Registrar, Master Servicer and the
        Depositor that either (1) the Buyer is (A) not an employee benefit plan (within
        the meaning of Section 3(3) of the Employee Retirement Income Security Act
        of
        1974, as amended (“ERISA”)), or a plan (within the meaning of Section 4975(e)(1)
        of the Internal Revenue Code of 1986 (“Code”)), which (in either case) is
        subject to ERISA or Section 4975 of the Code (both a “Plan”), and (B) is not
        directly or indirectly purchasing the Rule 144A Securities on behalf of,
        as
        investment manager of, as named fiduciary of, as trustee of, or with “plan
        assets” of a Plan, or (2) the Buyer understands that registration of transfer of
        any Rule 144A Securities to any Plan, or to any Person acting on behalf of
        any
        Plan, will not be made unless such Plan delivers an opinion of its counsel,
        addressed and satisfactory to the Certificate Registrar, the Owner Trustee,
        the
        Indenture Trustee, the Master Servicer and the Depositor, to the effect that
        the
        purchase and holding of the Rule 144A Securities by, on behalf of or with
“plan
        assets” of any Plan is permissible under applicable law, would not constitute or
        result in a prohibited transaction under ERISA or Section 4975 of the Code,
        and
        would not subject the Depositor, the Owner Trustee, the Indenture Trustee,
        the
        Certificate Registrar or the Master Servicer to any obligation or liability
        (including liabilities under ERISA or Section 4975 of the Code) in addition
        to
        those undertaken in the Agreement, which Opinion of Counsel shall not be
        an
        expense of the Depositor, the Owner Trustee, the Indenture Trustee, the
        Certificate Registrar or the Master Servicer.

       

      4.
        This
        document may be executed in one or more counterparts and by the different
        parties hereto on separate counterparts, each of which, when so executed,
        shall
        be deemed to be an original; such counterparts, together, shall constitute
        one
        and the same document.

       

      IN
        WITNESS WHEREOF, each of the parties has executed this document as of the
        date
        set forth below.

       

      

        
          	 
	 	 	 	 
	
                  Print
                    Name of Seller

                	 	 	
                  Print
                    Name of Buyer

                
	 	 	 	 	 
	 	 	 	 	 
	
                  By:

                	 	 	
                  By:

                	 
	 	
                  Name:

                	 	 	
                  Name:

                
	 	
                  Title:

                	 	 	
                  Title:

                
	 	 	 	 	 
	
                  Taxpayer
                    Identification:

                	 	 	
                  Taxpayer
                    Identification:

                
	 	 	 	 
	
                  No:

                	 	 	
                  No:

                	 
	 	 	 	 	 
	
                  Date:

                	 	 	
                  Date:

                	 


        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      ANNEX
        1 TO EXHIBIT C

       

      QUALIFIED
        INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

       

      [For
        Buyers Other Than Registered Investment Companies]

       

      The
        undersigned hereby certifies as follows in connection with the Rule 144A
        Investment Representation to which this Certification is attached:

       

      1.
        As
        indicated below, the undersigned is the President, Chief Financial Officer,
        Senior Vice President or other executive officer of the Buyer.

       

      2.
        In
        connection with purchases by the Buyer, the Buyer is a “qualified institutional
        buyer” as that term is defined in Rule 144A under the Securities Act of 1933
        (“Rule 144A”) because (i) the Buyer 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 Buyer’s most recent fiscal year (such amount being calculated in
        accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the
        category marked below.

       

      
        	 	
                Corporation,
                  etc. The Buyer is a corporation (other than a bank, savings and
                  loan
                  association or similar institution), Massachusetts or similar business
                  trust, partnership, or charitable organization described in Section
                  501(c)(3) of the Internal Revenue Code.

              	 
	 	 	 
	 	
                Bank.
                  The Buyer (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

              	 
	 	 	 
	 	
                Savings
                  and Loan.
                  The Buyer (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 $25,000,000 as demonstrated in its
                  latest
                  annual financial statements.

              	 
	 	 	 
	 	
                Broker-Dealer.
                  The Buyer is a dealer registered pursuant to Section 15 of the
                  Securities
                  Exchange Act of 1934.

              	 
	 	 	 
	 	
                Insurance
                  Company.
                  The Buyer 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 or
                  territory or the District of Columbia.

              	 
	 	 	 
	 	
                State
                  or Local Plan.
                  The Buyer 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 Buyer is an employee benefit plan within the meaning of Title
                  I of the
                  Employee Retirement Income Security Act of 1974.

              	 
	 	 	 
	 	
                Investment
                  Adviser.
                  The Buyer is an investment adviser registered under the Investment
                  Advisers Act of 1940.

              	 
	 	 	 
	 	
                SBIC.
                  The Buyer is a Small Business Investment Company licensed by the
                  U.S.
                  Small Business Administration under Section 301(c) or (d) of the
                  Small
                  Business Investment Act of 1958.

              	 
	 	 	 
	 	
                Business
                  Development Company. The Buyer is a business development company as
                  defined in Section 202(a)(22) of the Investment Advisers Act of
                  1940.

              	 
	 	 	 
	 	
                Trust
                  Fund.
                  The Buyer is a trust fund whose trustee is a bank or trust company
                  and
                  whose participants are exclusively (a) plans 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,
                  or (b) employee benefit plans within the meaning of Title I of
                  the
                  Employee Retirement Income Security Act of 1974, but is not a trust
                  fund
                  that includes as participants individual retirement accounts or
                  H.R. 10
                  plans.

              	 
	 	 	 


      

      
        

          

          
            1
              Buyer
              must own and/or invest on a discretionary basis at least $100,000,000
              in
              securities unless Buyer is a dealer, and, in that case, Buyer must
              own and/or
              invest on a discretionary basis at least $10,000,000 in
              securities.

          

        

      

       

      3.
        The
        term
“securities” as used herein does not include (i) securities of Issuing Entitys
        that are affiliated with the Buyer, (ii) securities that are part of an unsold
        allotment to or subscription by the Buyer, if the Buyer is a dealer, (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.

       

      4.
        For
        purposes of determining the aggregate amount of securities owned and/or invested
        on a discretionary basis by the Buyer, the Buyer used the cost of such
        securities to the Buyer and did not include any of the securities referred
        to in
        the preceding paragraph. Further, in determining such aggregate amount, the
        Buyer may have included securities owned by subsidiaries of the Buyer, but
        only
        if such subsidiaries are consolidated with the Buyer in its financial statements
        prepared in accordance with generally accepted accounting principles and
        if the
        investments of such subsidiaries are managed under the Buyer’s direction.
        However, such securities were not included if the Buyer is a majority-owned,
        consolidated subsidiary of another enterprise and the Buyer is not itself
        a
        reporting company under the Securities Exchange Act of 1934.

       

      5.
        The
        Buyer
        acknowledges that it is familiar with Rule 144A and understands that the
        seller
        to it 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
        Buyer may be in reliance on Rule 144A. 

      
        	 	 	 	
                  Will
                  the Buyer be purchasing the Rule 144A Securities only for the Buyer’s own
                  account?

              
	
                 Yes

              	 	
                No

              
	 	 	 


      

      6.
        If
        the
        answer to the foregoing question is “no”, the Buyer agrees that, in connection
        with any purchase of securities sold to the Buyer for the account of a third
        party (including any separate account) in reliance on Rule 144A, the Buyer
        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 Buyer
        agrees that the Buyer will not purchase securities for a third party unless
        the
        Buyer 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
        Buyer
        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 Buyer’s purchase of Rule 144A Securities will constitute a reaffirmation of
        this certification as of the date of such purchase.

       

      
        	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                Print
                  Name of Buyer

              
	 	 	 	 	 	 	 	 


      

      
        
          	 	 
	
                  By:

                	
                   

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 
	 	Date:	 


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        ANNEX
          2 TO EXHIBIT C

      

       

      QUALIFIED
        INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

       

      [For
        Buyers That Are Registered Investment Companies]

       

      The
        undersigned hereby certifies as follows in connection with the Rule 144A
        Investment Representation to which this Certification is attached:

       

      1.
        As
        indicated below, the undersigned is the President, Chief Financial Officer
        or
        Senior Vice President of the Buyer or, if the Buyer is a “qualified
        institutional buyer” as that term is defined in Rule 144A under the Securities
        Act of 1933 (“Rule 144A”) because Buyer is part of a Family of Investment
        Companies (as defined below), is such an officer of the Adviser.

       

      2.
        In
        connection with purchases by Buyer, the Buyer is a “qualified institutional
        buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
        company registered under the Investment Company Act of 1940, and (ii) as
        marked
        below, the Buyer alone, or the Buyer’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 Buyer’s most recent fiscal year. For purposes of
        determining the amount of securities owned by the Buyer or the Buyer’s Family of
        Investment Companies, the cost of such securities was used.

       

      
        	
                _____

              	
                The
                  Buyer owned $___________________ in securities (other than the
                  excluded
                  securities referred to below) as of the end of the Buyer’s most recent
                  fiscal year (such amount being calculated in accordance with Rule
                  144A).

              
	 	 	 
	
                _____

              	
                The
                  Buyer 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 Buyer’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 Issuing Entitys that are affiliated
        with the Buyer or are part of the Buyer’s Family of Investment Companies, (ii)
        bank deposit Notes and certificates of deposit, (iii) loan participations,
        (iv)
        repurchase agreements, (v) securities owned but subject to a repurchase
        agreement and (vi) currency, interest rate and commodity swaps.

       

      5.
        The
        Buyer is familiar with Rule 144A and understands that each of the parties
        to
        which this certification is made are relying and will continue to rely on
        the
        statements made herein because one or more sales to the Buyer will be in
        reliance on Rule 144A. In addition, the Buyer will only purchase for the
        Buyer’s
        own account.

       

      6.
        The
        undersigned will notify each of the parties to which this certification is
        made
        of any changes in the information and conclusions herein. Until such notice,
        the
        Buyer’s purchase of Rule 144A Securities will constitute a reaffirmation of this
        certification by the undersigned as of the date of such purchase.

       

      
         

        
          	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                  Print
                    Name of Buyer

                
	 	 	 	 	 	 	 	 


        

        
            

          
            	
                    By:     
                      

                  	
                     

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 
	 	Date:	 


          

           

        

      

      
        	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                  IF
                  AN ADVISER:

              


      

       

      
        
          	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                  Print
                    Name of Buyer

                
	 	 	 	 	 	 	 	 


        

         

      

      
        	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                  Date:

              	 


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      EXHIBIT
        D

       

      FORM
        OF
        INVESTMENT LETTER [NON-RULE 144A]

       

      [DATE]

       

      Wilmington
        Trust Company

      Rodney
        Square North 

      1100
        North Market Street

      Wilmington,
        Delaware 19890-0001

      


      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

       

       

      
        	 	Re:	
                Bear Stearns ARM Trust, Mortgage-Backed Notes,
                  Series
                  2006-1, [Class A] 

                [Class
                  X] [Class B] (the “Notes”)

              


      

       

      Ladies
        and Gentlemen:

       

      In
        connection with our acquisition of the above-captioned Notes, we certify
        that
        (a) we understand that the Notes are not being registered under the Securities
        Act of 1933, as amended (the “Act”), or any state securities laws and are being
        transferred to us in a transaction that is exempt from the registration
        requirements of the Act and any such laws, (b) we are an “accredited investor,”
as defined in Regulation D under the Act, and have such knowledge and experience
        in financial and business matters that we are capable of evaluating the merits
        and risks of investments in the Notes, (c) we have had the opportunity to
        ask
        questions of and receive answers from the Depositor concerning the purchase
        of
        the Notes and all matters relating thereto or any additional information
        deemed
        necessary to our decision to purchase the Notes, (d) we are not an employee
        benefit plan that is subject to the Employee Retirement Income Security Act
        of
        1974, as amended, or a plan that is subject to Section 4975 of the Internal
        Revenue Code of 1986, as amended, nor are we acting on behalf of any such
        plan
        or we have delivered an opinion of counsel as required by the Indenture,
        (e) we
        are acquiring the Notes for investment for our own account and not with a
        view
        to any distribution of such Notes (but without prejudice to our right at
        all
        times to sell or otherwise dispose of the Notes in accordance with clause
        (g)
        below), (f) we have not offered or sold any Notes to, or solicited offers
        to buy
        any Notes from, any person, or otherwise approached or negotiated with any
        person with respect thereto, or taken any other action which would result
        in a
        violation of Section 5 of the Act, and (h) we will not sell, transfer or
        otherwise dispose of any Notes unless (1) such sale, transfer or other
        disposition is made pursuant to an effective registration statement under
        the
        Act or is exempt from such registration requirements, and if requested, we
        will
        at our expense provide an Opinion of Counsel satisfactory to the addressees
        of
        this certificate that such sale, transfer or other disposition may be made
        pursuant to an exemption from the Act, (2) the purchaser or transferee of
        such
        Note has executed and delivered to you a certificate to substantially the
        same
        effect as this certificate, and (3) the purchaser or transferee has otherwise
        complied with any conditions for transfer set forth in the
        Indenture.

      


      


      
        	 	 	 	 	 	
                  Very
                  truly yours,

              
	 	 	 	 	 	 	 
	 	 	 	 	 	
                  [TRANSFEREE]

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	
                  By:

              	 
	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      EXHIBIT
        E

       

      TRANSFEROR
        CERTIFICATE

       

      Wilmington
        Trust Company

      Rodney
        Square North 

      1100
        North Market Street

      Wilmington,
        Delaware 19890-0001

      


      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

       

      
         

        
          	 	Re:	
                  Proposed
                    Transfer of [Class A] [Class X] [Class B] Bear Stearns ARM
                    Trust 2006-1

                


        

         

      

      
Gentlemen:

       

      This
        certification is being made by ____________________ (the “Transferor”) in
        connection with the proposed Transfer to _____________________ (the
“Transferee”) of the [Class A Notes][Class X Notes] [Class B Notes] (the
“Notes”) issued pursuant to the Indenture, dated February 28, 2006, being
        referred to herein as the “Indenture”) among Bear Stearns ARM Trust 2006-1, as
        Issuing Entity, Wells Fargo Bank, N.A., as securities administrator and U.S.
        Bank National Association as indenture trustee (the “Indenture”). Initially
        capitalized terms used but not defined herein have the meanings assigned
        to them
        in the Indenture. The Transferor hereby certifies, represents and warrants
        to,
        and covenants with, the Owner Trustee and the Indenture Trustee
        that:

       

      Neither
        the Transferor nor anyone acting on its behalf has (a) offered, pledged,
        sold,
        disposed of or otherwise transferred any Note, any interest in any Note 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 Note,
        any
        interest in any Note or any other similar security from any person in any
        manner, (c) has otherwise approached or negotiated with respect to any Note,
        any
        interest in any Note 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, or (e) has taken any other action, that (as to any of
        (a)
        through (e) above) would constitute a distribution of the Notes under the
        Securities Act of 1933 (the “Act”), that would render the disposition of any
        Note a violation of Section 5 of the Act or any state securities law, or
        that
        would require registration or qualification pursuant thereto. The Transferor
        will not act in any manner set forth in the foregoing sentence with respect
        to
        any Note. The Transferor has not and will not sell or otherwise transfer
        any of
        the Notes, except in compliance with the provisions of the
        Indenture.

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      


      
        	
                  DATE:

              	 	 	 
	 	 	 	 	 	 	
                Authorized
                  Officer

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                Signature

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                Name

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                Title

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      EXHIBIT
        F

       

      FORM
        OF TRANSFEREE CERTIFICATE

       

      Wilmington
        Trust Company

      Rodney
        Square North 

      1100
        North Market Street

      Wilmington,
        Delaware 19890-0001

      


      U.S.
        Bank
        National Association

      One
        Federal Street, 3rd Floor

      Boston,
        MA 02110

      


      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

       

      
        
           

          
            	 	Re:	
                    Proposed Transfer of [Class X] [Class B]
                      Notes, Bear
                      Stearns ARM Trust 2006-1

                  


          

           

        

      

       

      Re: 

      Gentlemen:

       

      This
        certification is being made by _________ (the “Transferee”) in connection with
        the proposed transfer (the “Transfer”) by _________ of a [Class X] [Class B]
        Note issued pursuant to the Indenture, dated as of February 28, 2006 (the
        “Indenture”), among Bear Stearns ARM Trust 2006-1, as Issuing Entity, Wells
        Fargo Bank, N.A., as securities administrator (the “Securities Administrator”),
        and U.S. Bank National Association, as indenture trustee (the “Indenture
        Trustee”). Initially capitalized terms used but not defined herein have the
        meanings assigned to them in the Indenture. The Transferee hereby certifies,
        represents and warrants to, and covenants with, the Owner Trustee, the Note
        Registrar, the Securities Administrator and the Indenture Trustee that following
        the Transfer, 100% of the Certificates and Class X Notes and Class B Notes
        will
        be owned by the Transferee, directly or indirectly through one or more entities
        disregarded as entities separate from the Transferee.

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        


        
          	
                    DATE:

                	 	 	 
	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                  Signature

                
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                  Name

                
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                  Title

                


        

        
 

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


    

    

      APPENDIX
        A

      DEFINITIONS

       

      Accepted
        Master Servicing Practices:
        With
        respect to any Mortgage Loan, those customary mortgage 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).

       

      Account:
        The
        Master Servicer Collection Account, the Payment Account and the Protected
        Account, as the context may require.

       

      Accrued
        Note Interest:
        With
        respect to any Class of Senior Notes and any Payment Date, the amount of
        interest accrued during the related Interest Accrual Period at the applicable
        Note Interest Rate on the Note Principal Balance or Notional Amount of such
        Note
        immediately prior to such Payment Date, less in the case of a Subordinate
        Note
        or Class X Note, such Class’s share of (a) Prepayment Interest Shortfalls on the
        Mortgage Loans, to the extent not covered by Compensating Interest paid by
        the
        Servicer or the Master Servicer, (b) interest shortfalls on the Mortgage
        Loans
        resulting from the application of the Relief Act or similar state law and
        (c)
        the interest portion of any Realized Losses on the Mortgage Loans. Prepayment
        Interest Shortfalls and interest shortfalls resulting from the application
        of
        the Relief Act will be allocated among the Class X Notes and the Subordinate
        Notes in proportion to the amount of Accrued Note Interest that would have
        been
        allocated thereto in the absence of such shortfalls. Accrued Note Interest
        on
        the Notes will be calculated on the basis of a 360-day year consisting of
        30-day
        months.

       

      Administration
        Agreement:
        The
        Administration Agreement, dated as of February 28, 2006, among the Issuing
        Entity, the Depositor, the Owner Trustee and the Securities
        Administrator.

       

      Adjustment
        Date:
        As to
        each Mortgage Loan, each date set forth in the related Mortgage Note on which
        an
        adjustment to the interest rate on such Mortgage Loan becomes
        effective.

       

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

       

      Aggregate
        Master Servicing Compensation:
        For any
        Payment Date, any investment income on funds on deposit in the Master Servicer
        Collection Account that is payable to the Master Servicer on such Payment
        Date
        pursuant to the Sale and Servicing Agreement.

       

      Allocable
        Share:
        With
        respect to each Class of Class B Notes:

       

      (a)
        as to
        any Payment Date and amounts distributable pursuant to clauses (i) and (iv)
        of
        the definition of Subordinate Optimal Principal Amount, the fraction, expressed
        as a percentage, the numerator of which is the Note Principal Balance of
        such
        Class and the denominator of which is the aggregate Note Principal Balance
        of
        all Classes of Class B Notes; and

       

      (b)
        as to
        any Payment Date and amounts distributable pursuant to clauses (ii), (iii)
        and
        (v) of the definition of Subordinate Optimal Principal Amount and as to each
        Class of Class B Notes (other than the Class of Class B Notes having the
        lowest
        numerical designation as to which the Class Prepayment Distribution Trigger
        shall not be applicable) for which (x) the related Class Prepayment Distribution
        Trigger has been satisfied on such Payment Date, the fraction, expressed
        as a
        percentage, the numerator of which is the Note Principal Balance of such
        Class
        and the denominator of which is the aggregate of the Note Principal Balances
        of
        all such Classes of Subordinate Notes and (y) the related Class Prepayment
        Distribution Trigger has not been satisfied on such Payment Date, 0%; provided
        that if on a Payment Date, the Note Principal Balance of any Class of Class
        B
        Notes for which the related Class Prepayment Distribution Trigger was satisfied
        on such Payment Date is reduced to zero, any amounts distributed pursuant
        to
        this clause (b), to the extent of such Class’s remaining Allocable Share, shall
        be distributed to the remaining Class or Classes of Subordinate Securities
        which
        satisfy the related Class Prepayment Distribution Trigger and to the Class
        B-6,
        Class B-5, Class B-4, Class B-3, Class B-2 and Class B-1 Notes, in that order,
        in reduction of their respective Note Principal Balances. 

       

      Applicable
        Credit Rating:
        For any
        long-term deposit or security, a credit rating of AAA from S&P. For any
        short-term deposit or security, a rating of A-l+ from S&P.

       

      Appraised
        Value:
        For any
        Mortgaged Property related to a Mortgage Loan, the amount set forth as the
        appraised value of such Mortgaged Property in an appraisal made for the mortgage
        originator in connection with its origination of the related Mortgage
        Loan.

       

      Assigned
        Contracts:
        Any
        pledged asset loan agreement governing the pledge of the Pledged
        Assets.

       

      Assignment
        Agreement:
        The
        agreement attached as a Exhibit D to the Sale and Servicing Agreement, whereby
        the Wells Fargo Servicing Agreement was assigned to the Indenture Trustee
        for
        the benefit of the Noteholders.

       

      Assignment
        of Mortgage:
        An
        assignment of Mortgage, notice of transfer or equivalent instrument, in
        recordable form, 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.

       

      Authorized
        Newspaper:
        A
        newspaper of general circulation in the Borough of Manhattan, The City of
        New
        York, printed in the English language and customarily published on each Business
        Day, whether or not published on Saturdays, Sundays or holidays.

       

      Authorized
        Officer:
        With
        respect to the Issuing Entity, any officer of the Owner Trustee who is
        authorized to act for the Owner Trustee in matters relating to the Issuing
        Entity and who is identified on the list of Authorized Officers delivered
        by the
        Owner Trustee to the Indenture Trustee and Securities Administrator on the
        Closing Date (as such list may be modified or supplemented from time to time
        thereafter).

       

      Available
        Funds:
        With
        respect to any Payment Date, the Interest Funds and the Principal
        Funds.

       

      Available
        Funds Rate:
        With
        respect to any Payment Date and the Senior Notes, a per annum rate, expressed
        as
        a percentage, equal to a fraction, the numerator of which is the Interest
        Funds
        for such Payment Date, multiplied by 12, and the denominator of which is
        the
        aggregate Note Principal Balance of the Senior Notes immediately prior to
        such
        Payment Date.

       

      Average
        Loss Severity Percentage:
        With
        respect to any Payment Date, the percentage equivalent of a fraction, the
        numerator of which is the sum of the Loss Severity Percentages for each Mortgage
        Loan which had a Realized Loss and the denominator of which is the number
        of
        Mortgage Loans which had Realized Losses.

       

      Bankruptcy
        Code:
        The
        United States Bankruptcy Code, as amended as codified in 11 U.S.C. §§
101-1330.

       

      Bankruptcy
        Loss:
        With
        respect to any Mortgage Loan, any Deficient Valuation or Debt Service Reduction
        related to such Mortgage Loan as reported by the Servicer to the Master
        Servicer.

       

      Basic
        Documents:
        The
        Sale and Servicing Agreement, the Wells Fargo Servicing Agreement, the
        Indenture, the Trust Agreement, the Mortgage Loan Purchase Agreement, the
        Custodial Agreement and the Administration Agreement and the other documents
        and
        certificates delivered in connection with any of the above.

       

      Beneficial
        Owner:
        With
        respect to any Note, the Person who is the beneficial owner of such Note
        as
        reflected on the books of the Depository or on the books of a Person maintaining
        an account with such Depository (directly as a Depository Participant or
        indirectly through a Depository Participant, in accordance with the rules
        of
        such Depository).

       

      Book-Entry
        Notes:
        Beneficial interests in the Class A-1, Class A-2, Class A-3 and Class A-4
        Notes,
        ownership and transfers of which shall be made through book entries by the
        Depository as described in the Indenture.

       

      Business
        Day:
        Any day
        other than (i) a Saturday or a Sunday, or (ii) a day on which the New York
        Stock
        Exchange or Federal Reserve is closed or on which banking institutions in
        the
        jurisdiction in which the Indenture Trustee, the Master Servicer, the Servicer
        or the Securities Administrator is located are authorized or obligated by
        law or
        executive order to be closed.

       

      Calendar
        Quarter:
        A
        calendar quarter shall consist of one of the following time periods in any
        given
        year: January 1 through March 31, April 1 through June 30, July 1 through
        September 30, and October 1 through December 31.

       

      Carryover
        Shortfall Amount:
        With
        respect to the Class A Notes and any Payment Date, the excess, if any, of
        the
        (i) interest accrued at their respective Note Interest Rate (without giving
        effect to the Available Funds Rate) over (ii) the amount of interest received
        on
        such Notes if the Note Interest Rate is based on the Available Funds Rate,
        together with the unpaid portion of any excess from previous Payment Dates
        (and
        any interest thereon at the then applicable Note Interest Rate without giving
        effect to the Available Funds Rate).

       

      Certificate
        Notional Amount:
        The
        amount specified on the face of Trust Certificate.

       

      Certificate
        Paying Agent:
        Initially, the Securities Administrator, in its capacity as Certificate Paying
        Agent, or any successor to Securities Administrator in such
        capacity.

       

      Certificate
        Distribution Account:
        The
        account or accounts created and maintained pursuant to Section 3.09(c) of
        the
        Trust Agreement. The Certificate Payment Account shall be an Eligible
        Account.

       

      Certificate
        Percentage Interest:
        With
        respect to the Trust Certificates and any date of determination, the percentage
        interest as stated on the face of any Trust Certificate.

       

      Certificate
        Register:
        The
        register maintained by the Certificate Registrar in which the Certificate
        Registrar shall provide for the registration of Certificates and of transfers
        and exchanges of Certificates.

       

      Certificate
        Registrar:
        Initially, the Securities Administrator, in its capacity as Certificate
        Registrar, or any successor to the Securities Administrator in such capacity
        pursuant to the Trust Agreement.

       

      Certificate
        of Trust:
        The
        Certificate of Trust filed for the Trust pursuant to Section 3810(a) of the
        Statutory Trust Statute.

       

      Certificates
        or Trust Certificate:
        The
        Bear Stearns ARM Trust 2006-1 Trust Certificate, Series 2006-1, evidencing
        the
        beneficial ownership interest in the Issuing Entity and executed by the Owner
        Trustee in substantially the form set forth in Exhibit A to the Trust
        Agreement.

       

      Certificateholder:
        The
        Person in whose name a Certificate is registered in the Certificate Register.
        Owners of Certificates that have been pledged in good faith may be regarded
        as
        Holders if the pledgee establishes to the satisfaction of the Securities
        Administrator or the Owner Trustee, as the case may be, the pledgee’s right so
        to act with respect to such Certificates and that the pledgee is not the
        Issuing
        Entity, any other obligor upon the Certificates or any Affiliate of any of
        the
        foregoing Persons.

       

      Class:
        Any of
        the Class A, Class X or Class B Notes.

       

      Class
        A Notes:
        The
        Class A-1, Class A-2, Class A-3 and Class A-4 Notes in the form attached
        as
        Exhibit A-1 to the Indenture.

       

      Class
        B Notes:
        The
        Class B-1, Class B-2, Class B-3 Class B-4, Class B-5 and Class B-6 Notes
        in the
        form attached as Exhibit A-2 to the Indenture.

       

      Class
        X Notes:
        The
        Class X Notes in the form attached as Exhibit A-3 to the Indenture.

       

      Class
        Prepayment Distribution Trigger:
        For a
        Class of Subordinate Notes for any Payment Date, the Class Prepayment
        Distribution Trigger is satisfied if the fraction (expressed as a percentage),
        the numerator of which is the aggregate Note Principal Balance of such Class
        and
        each Class of Class B Notes subordinate thereto, if any, in each case,
        immediately preceding such Payment Date, and the denominator of which is
        the
        Scheduled Principal Balances of all of the Mortgage Loans as of the beginning
        of
        the related Due Date, equals or exceeds such percentage calculated as of
        the
        Closing Date. If on any Payment Date the Note Principal Balance of any Class
        or
        Classes of Class B Notes for which the related Class Prepayment Distribution
        Trigger was satisfied on such Payment Date is reduced to zero, any amounts
        distributable to such Class or Classes pursuant to clauses (ii), (iii) and
        (v)
        of the definition of “Subordinate Optimal Principal Amount,” to the extent of
        such Class’s remaining Allocable Share, shall be distributed to the remaining
        Class or Classes of Subordinate Notes in reduction of their respective Note
        Principal Balances, sequentially, Class B-6, Class B-5, Class B-4, Class
        B-3,
        Class B-2 and Class B-1 Notes, in that order.

       

      Closing
        Date:
        February 28, 2006.

       

      Code:
        The
        Internal Revenue Code of 1986, as amended, and the rules and regulations
        promulgated thereunder.

       

      Collateral:
        The
        meaning specified in the Granting Clause of the Indenture.

       

      Commission:
        The
        Securities and Exchange Commission.

       

      Compensating
        Interest Payment:
        As
        defined in Section 3.21 of the Sale and Servicing Agreement with respect
        to
        amounts payable by the Master Servicer, and any amounts in respect of Interest
        Shortfalls required to be paid by the Servicer pursuant to the Wells Fargo
        Servicing Agreement.

       

      Corporate
        Trust Office:
        With
        respect to the Indenture Trustee, the principal corporate trust office of
        the
        Indenture Trustee at which at any particular time its corporate trust business
        shall be administered, which office at the date of the execution of this
        instrument is located at U.S. Bank Corporate Trust Services, One Federal
        Street,
        3rd Floor, Boston, MA 02110. With respect to the Owner Trustee, the principal
        corporate trust office of the Owner Trustee at which at any particular time
        its
        corporate trust business shall be administered, which office at the date
        of the
        execution of this Trust Agreement is located at Wilmington Trust Company,
        Rodney
        Square North 1100 North Market Street, Wilmington, Delaware 19890-0001;
        Attention: Corporate Trust Services. With respect to the Securities
        Administrator, Certificate Registrar, Note Registrar and Paying Agent, the
        Corporate Trust Office of the Note Registrar and the Certificate Registrar
        for
        purposes of presentment and surrender of the Notes and the Certificates for
        the
        final payment or distribution thereon and for transfer is located at Sixth
        Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Bear
        Stearns ARM Trust 2006-1, and for all other purposes is located at P.O. Box
        98,
        Columbia, Maryland 21046 (or, for overnight deliveries, 9062 Old Annapolis
        Road,
        Columbia, Maryland, 21045), Attn: Bear Stearns ARM Trust 2006-1, or any other
        address that the Securities Administrator may designate from time to time
        by
        notice to the Noteholders and the Certificateholders.

       

      Cross-Over
        Date:
        The
        first Payment Date on which the aggregate Note Principal Balance of the Class
        B
        Notes has been reduced to zero (after giving effect to all distributions
        on such
        Payment Date).

       

      Custodial
        Agreement:
        The
        custodial agreement, dated as of February 28, 2006, among the Issuing Entity,
        the Depositor, the Indenture Trustee, the Master Servicer and the Custodian,
        relating to the Bear Stearns ARM Trust 2006-1, Mortgage-Backed Notes, Series
        2006-1.

       

      Custodian:
        Wells
        Fargo Bank, N.A., and its successors and assigns.

       

      Cut-off
        Date:
        With
        respect to the Mortgage Loans, February 1, 2006.

       

      Cut-off
        Date Balance:
        $981,130,873.12.

       

      Cut-off
        Date Principal Balance:
        With
        respect to any Mortgage Loan, the unpaid principal balance thereof as of
        the
        Cut-off Date after applying the principal portion of Monthly Payments due
        on or
        before such date, whether or not received, and without regard to any payments
        due after such date.

       

      Debt
        Service Reduction:
        Any
        reduction of the Scheduled Payments which a Mortgagor is obligated to pay
        with
        respect to a Mortgage Loan as a result of any proceeding under the Bankruptcy
        Code or any other similar state law or other proceeding.

       

      Default:
        Any
        occurrence which is or with notice or the lapse of time or both would become
        an
        Event of Default.

       

      Deficient
        Valuation:
        With
        respect to any Mortgage Loan, a valuation of the Mortgaged Property by a
        court
        of competent jurisdiction in an amount less than the then outstanding
        indebtedness under the Mortgage Loan, which valuation results from a proceeding
        initiated under the Bankruptcy Code or any other similar state law or other
        proceeding.

       

      Definitive
        Notes:
        The
        meaning specified in Section 4.08 of the Indenture.

       

      Deleted
        Mortgage Loan:
        A
        Mortgage Loan replaced or to be replaced with an Substitute Mortgage
        Loan.

       

      Depositor:
        Bear
        Stearns Asset Backed Securities I LLC, a limited liability company, or its
        successor in interest.

       

      Depository:
        The
        Depository Trust Company, the nominee of which is Cede & Co., or any
        successor thereto.

       

      Depository
        Participant:
        A
        Person for whom, from time to time, the Depository effects book-entry transfers
        and pledges of securities deposited with the Depository.

       

      Designated
        Depository Institution:
        A
        depository institution (commercial bank, federal savings bank, mutual savings
        bank or savings and loan association) or trust company (which may include
        the
        Indenture Trustee), the deposits of which are fully insured by the FDIC to
        the
        extent provided by law.

       

      Determination
        Date:
        With
        respect to any Payment Date, the 15th day of the related month, or if the
        15th
        day of such month is not a Business Day, the immediately preceding Business
        Day.

       

      Due
        Date:
        With
        respect to each Mortgage Loan, the day of the month on which each scheduled
        Monthly Payment is due.

       

      Due
        Period:
        With
        respect to any Payment Date and the Mortgage Loans, the period commencing
        on the
        second day of the month immediately preceding the month of such Payment Date
        (or, with respect to the first Due Period, the day following the Cut-off
        Date)
        and ending on the first day of the month of such Payment Date.

       

      Eligible
        Account:
        An
        account that is any of the following: (i) maintained with a depository
        institution the short-term debt obligations of which have been rated by each
        Rating Agency in its highest rating category available, or (ii) an account
        or
        accounts in a depository institution in which such accounts are fully insured
        to
        the limits established by the FDIC, provided that any deposits not so insured
        shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
        be maintained such that (as evidenced by an Opinion of Counsel delivered
        to the
        Indenture Trustee and each Rating Agency) the Indenture Trustee have a claim
        with respect to the funds in such account or a perfected first priority security
        interest against any 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, or (iii) in the case of the Master Servicer Collection Account
        and
        the Payment Account, a trust account or accounts maintained in the corporate
        trust division of the Master Servicer or Securities Administrator, or (iv)
        an
        account or accounts of a depository institution acceptable to each Rating
        Agency
        (as evidenced in writing by each Rating Agency that use of any such account
        as
        the Master Servicer Collection Account or the Payment Account will not reduce
        the rating assigned to any of the Notes by such Rating Agency as of the Closing
        Date by such Rating Agency).

       

      EMC:
        EMC
        Mortgage Corporation, or its successor in interest.

       

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

       

      Event
        of Default:
        With
        respect to the Indenture, any one of the following events (whatever the reason
        for such Event of Default and whether it shall be voluntary or involuntary
        or be
        effected by operation of law or pursuant to any judgment, decree or order
        of any
        court or any order, rule or regulation of any administrative or governmental
        body):

       

      (i) a
        failure
        by the Issuing Entity to pay Accrued Note Interest on the Class A-1, Class
        A-2,
        Class A-3 and Class A-4 Notes on any Payment Date and such default shall
        continue for a period of five days; or

       

      (ii) the
        failure by the Issuing Entity on the Final Scheduled Payment Date to pay
        all
        Accrued Note Interest of any Class A Notes, all remaining Carryover Shortfall
        Amounts to any of the Class A Notes and to reduce the Note Principal Balances
        of
        any Class of Class A Notes to zero; or

       

      (iii) there
        occurs a default in the observance or performance of any covenant or agreement
        of the Issuing Entity made in the Indenture, or any representation or warranty
        of the Issuing Entity made in the Indenture or in any certificate or other
        writing delivered pursuant hereto or in connection herewith proving to have
        been
        incorrect in any material respect as of the time when the same shall have
        been
        made, and such default shall continue or not be cured, or the circumstance
        or
        condition in respect of which such representation or warranty was incorrect
        shall not have been eliminated or otherwise cured, for a period of 30 days
        after
        there shall have been given, by registered or certified mail, to the Issuing
        Entity by the Indenture Trustee or to the Issuing Entity and the Indenture
        Trustee by the Holders of at least 25% of the aggregate Note Principal Balance
        of the Outstanding Notes, a written notice specifying such default or incorrect
        representation or warranty and requiring it to be remedied and stating that
        such
        notice is a notice of default hereunder; or

       

      (iv) there
        occurs the filing of a decree or order for relief by a court having jurisdiction
        in the premises in respect of the Issuing Entity or any substantial part
        of the
        Trust Estate in an involuntary case under any applicable federal or state
        bankruptcy, insolvency or other similar law now or hereafter in effect, or
        appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
        or
        similar official of the Issuing Entity or for any substantial part of the
        Trust
        Estate, or ordering the winding-up or liquidation of the Issuing Entity’s
        affairs, and such decree or order shall remain unstayed and in effect for
        a
        period of 60 consecutive days; or

       

      (v) there
        occurs the commencement by the Issuing Entity of a voluntary case under any
        applicable federal or state bankruptcy, insolvency or other similar law now
        or
        hereafter in effect, or the consent by the Issuing Entity to the entry of
        an
        order for relief in an involuntary case under any such law, or the consent
        by
        the Issuing Entity to the appointment or taking possession by a receiver,
        liquidator, assignee, custodian, trustee, sequestrator or similar official
        of
        the Issuing Entity or for any substantial part of the assets of the Trust
        Estate, or the making by the Issuing Entity of any general assignment for
        the
        benefit of creditors, or the failure by the Issuing Entity generally to pay
        its
        debts as such debts become due, or the taking of any action by the Issuing
        Entity in furtherance of any of the foregoing.

       

      Event
        of Servicer Termination:
        The
        occurrence of an event, as defined in the Wells Fargo Servicing Agreement,
        permitting termination or removal of the Servicer thereunder as servicer
        of the
        Mortgage Loans.

       

      Excess
        Liquidation Proceeds:
        To the
        extent that such amount is not required by law to be paid to the related
        Mortgagor, the amount, if any, by which Liquidation Proceeds with respect
        to a
        Liquidated Mortgage Loan exceed the sum of (i) the Outstanding Principal
        Balance
        of such Mortgage Loan and accrued but unpaid interest at the related Mortgage
        Interest Rate through the last day of the month in which the related Liquidation
        Date occurs, (ii) related Liquidation Expenses (including Liquidation Expenses
        which are payable therefrom to the Servicer or the Master Servicer in accordance
        with the Wells Fargo Servicing Agreement or Sale and Servicing Agreement)
        and
        (iii) unreimbursed advances by the Servicer or the Master Servicer and Monthly
        Advances.

       

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

       

      Expenses:
        The
        meaning specified in Section 7.02 of the Trust Agreement.

       

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

       

      Final
        Certification:
        The
        final certification delivered by the Custodian pursuant to Section 2.3(c)
        of the
        Custodial Agreement in the form attached thereto as Exhibit Three.

       

      Final
        Scheduled Payment Date:
        With
        respect to each Class of Notes, the Payment Date in February 2036.

       

      Fitch:
        Fitch
        Ratings.

       

      Grant:
        Pledge,
        bargain, sell, warrant, alienate, remise, release, convey, assign, transfer,
        create, and grant a lien upon and a security interest in and right of set-off
        against, deposit, set over and confirm pursuant to the Indenture. A Grant
        of the
        Collateral or of any other agreement or instrument shall include all rights,
        powers and options (but none of the obligations) of the granting party
        thereunder, including the immediate and continuing right to claim for, collect,
        receive and give receipt for principal and interest payments in respect of
        such
        collateral or other agreement or instrument and all other moneys payable
        thereunder, to give and receive notices and other communications, to make
        waivers or other agreements, to exercise all rights and options, to bring
        proceedings in the name of the granting party or otherwise, and generally
        to do
        and receive anything that the granting party is or may be entitled to do
        or
        receive thereunder or with respect thereto.

       

      Gross
        Margin:
        As to
        each Mortgage Loan, the fixed percentage set forth in the related Mortgage
        Note
        and indicated on the Mortgage Loan Schedule which percentage is added to
        the
        related Index on each Interest Adjustment Date to determine (subject to
        rounding, the minimum and maximum Mortgage Interest Rate and the Periodic
        Rate
        Cap) the Mortgage Interest Rate until the next Interest Adjustment
        Date.

       

      Holder:
        Any
        Certificateholder or any Noteholder, as the context requires.

       

      Indemnified
        Party:
        The
        meaning specified in Section 7.02 of the Trust Agreement.

       

      Indenture:
        The
        indenture, dated as of February 28, 2006, among the Issuing Entity, the
        Indenture Trustee and the Securities Administrator, relating to the Bear
        Stearns
        ARM Trust, Mortgage-Backed Notes, 2006-1.

       

      Indenture
        Trustee:
        U.S.
        Bank National Association, and its successors and assigns or any successor
        indenture trustee appointed pursuant to the terms of the Indenture. Upon
        the
        REMIC Conversion, the indenture trustee shall be the indenture trustee specified
        in the indenture governing the terms of the REMIC Class A Notes.

       

      Independent:
        When
        used with respect to any specified Person, the Person (i) is in fact independent
        of the Issuing Entity, any other obligor on the Notes, the Seller, the Master
        Servicer, the Depositor and any Affiliate of any of the foregoing Persons,
        (ii)
        does not have any direct financial interest or any material indirect financial
        interest in the Issuing Entity, any such other obligor, the Seller, the Master
        Servicer, the Depositor or any Affiliate of any of the foregoing Persons
        and
        (iii) is not connected with the Issuing Entity, any such other obligor, the
        Seller, the Master Servicer, the Depositor or any Affiliate of any of the
        foregoing Persons as an officer, employee, promoter, underwriter, trustee,
        partner, director or person performing similar functions.

       

      Independent
        Certificate:
        A
        certificate or opinion to be delivered to the Indenture Trustee under the
        circumstances described in, and otherwise complying with, the applicable
        requirements of Section 10.01 of the Indenture, made by an independent appraiser
        or other expert appointed by an Issuer Request and approved by the Indenture
        Trustee in the exercise of reasonable care, and such opinion or certificate
        shall state that the signer has read the definition of “Independent” in this
        Indenture and that the signer is Independent within the meaning
        thereof.

       

      Index:
        The
        index, if any, specified in a Mortgage Note by reference to which the related
        Mortgage Interest Rate will be adjusted from time to time.

       

      Initial
        Certification:
        The
        initial certification delivered by the Custodian pursuant to Section 2.3(a)
        of
        the Custodial Agreement in the form attached thereto as Exhibit
        One.

       

      Initial
        Note Principal Balance:
        With
        respect to the Class A-1 Notes, $730,101,000.00, with respect to the Class
        A-2
        Notes, $100,000,000.00, with respect to the Class A-3 Notes, $12,690,000.00,
        with respect to the Class A-4 Notes, $98,113,000.00, with respect to the
        Class
        B-1 Notes, $22,566,000.00, with respect to the Class B-2 Notes, $5,886,000.00,
        with respect to the Class B-3 Notes, $4,415,000.00, with respect to the Class
        B-4 Notes, $2,944,000.00, with respect to the Class B-5 Notes, $2,453,000.00,
        and with respect to the Class B-6 Notes, $1,962,873.00.

       

      Initial
        Notional Amount:
        With
        respect to the Class X Notes, $940,904,000.

       

      Insurance
        Policy:
        With
        respect to any Mortgage Loan, any standard hazard insurance policy, flood
        insurance policy or title insurance policy.

       

      Insurance
        Proceeds:
        Amounts
        paid by the insurer under any Insurance Policy covering any Mortgage Loan
        or
        Mortgaged Property other than amounts required to be paid over to the Mortgagor
        pursuant to law or the related Mortgage Note or Security Instrument and other
        than amounts used to repair or restore the Mortgaged Property or to reimburse
        insured expenses.

       

      Interest
        Accrual Period:
        With
        respect to the Notes and any Payment Date, the calendar month preceding the
        month in which such Payment Date occurs.

       

      Interest
        Adjustment Date:
        With
        respect to a Mortgage Loan, the date, if any, specified in the related Mortgage
        Note on which the Mortgage Interest Rate is subject to adjustment.

       

      Interest
        Determination Date:
        With
        respect to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, as
        applicable, commencing on the Payment Date in November 2010, the last Business
        Day of the related Interest Accrual Period. Any subsequent Interest
        Determination Date shall be the last Business Day of the twelfth Interest
        Accrual Period following the preceding Interest Determination Date.

       

      Interest
        Funds:
        With
        respect to any Payment Date, an amount equal to (i) the sum, without
        duplication, of (a) all scheduled interest payments received or advanced
        that
        were due during the related Due Period with respect to the related Mortgage
        Loans less the Servicing Fee, (b) all Advances relating to interest with
        respect
        to the related Mortgage Loans made on or prior to the related Payment Date,
        (c)
        all Compensating Interest with respect to the related Mortgage Loans and
        required to be remitted by the Master Servicer pursuant to this Agreement
        with
        respect to such Payment Date, (d) Liquidation Proceeds, including the proceeds
        from the liquidation of Pledged Assets for any Pledged Asset Loan, and
        Subsequent Recoveries with respect to the related Mortgage Loans collected
        during the related Prepayment Period (to the extent such Liquidation Proceeds
        and Subsequent Recoveries relate to interest), and (e) all amounts relating
        to
        interest with respect to each Mortgage repurchased by the Mortgage Loan Seller
        pursuant to Sections 2.02 and 2.03 of the Sale and Servicing Agreement, in
        each
        case to the extent remitted by the Master Servicer to the Payment Account
        pursuant to the Sale and Servicing Agreement, minus (ii) all amounts required
        to
        be reimbursed or paid pursuant to the Indenture or as otherwise set forth
        in any
        Basic Document.

       

      Interest
        Shortfall:
        With
        respect to any Payment Date and each Mortgage Loan that during the related
        Prepayment Period was the subject of a Principal Prepayment or constitutes
        a
        Relief Act Mortgage Loan, an amount determined as follows:

       

      (a) Partial
        principal prepayments received during the relevant Prepayment Period: The
        difference between (i) one month’s interest at the applicable Net Rate on the
        amount of such prepayment and (ii) the amount of interest for the calendar
        month
        of such prepayment (adjusted to the applicable Net Rate) received at the
        time of
        such prepayment;

       

      (b) Principal
        prepayments in full received during the relevant Prepayment Period: The
        difference between (i) one month’s interest at the applicable Net Rate on the
        Scheduled Principal Balance of such Mortgage Loan immediately prior to such
        prepayment and (ii) the amount of interest for the calendar month of such
        prepayment (adjusted to the applicable Net Rate) received at the time of
        such
        prepayment; and

       

      (c) Relief
        Act Mortgage Loans: As to any Relief Act Mortgage Loan, the excess of (i)
        30
        days’ interest (or, in the case of a principal prepayment in full, interest to
        the date of prepayment) on the Scheduled Principal Balance thereof (or, in
        the
        case of a principal prepayment in part, on the amount so prepaid) at the
        related
        Net Rate over (ii) 30 days’ interest (or, in the case of a principal prepayment
        in full, interest to the date of prepayment) on such Scheduled Principal
        Balance
        (or, in the case of a Principal Prepayment in part, on the amount so prepaid)
        at
        the Net Rate required to be paid by the Mortgagor as limited by application
        of
        the Relief Act.

       

      Interim
        Certification:
        The
        interim certification delivered by the Custodian pursuant to Section 2.3(b)
        of
        the Custodial Agreement in the form attached thereto as Exhibit
        Two.

       

      Investment
        Company Act:
        The
        Investment Company Act of 1940, as amended, and any amendments
        thereto.

       

      IRS:
        The
        Internal Revenue Service.

       

      Issuer
        Request:
        A
        written order or request signed in the name of the Issuing Entity by any
        one of
        its Authorized Officers and delivered to the Indenture Trustee.

       

      Issuing
        Entity:
        Bear
        Stearns ARM Trust 2006-1, a Delaware statutory trust, or its successor in
        interest.

       

      LIBOR
        Business Day:
        A day
        on which banks are open for dealing in foreign currency and exchange in London
        and New York City.

       

      Lien:
        Any
        mortgage, deed of trust, pledge, conveyance, hypothecation, assignment,
        participation, deposit arrangement, encumbrance, lien (statutory or other),
        preference, priority right or interest or other security agreement or
        preferential arrangement of any kind or nature whatsoever, including, without
        limitation, any conditional sale or other title retention agreement, any
        financing lease having substantially the same economic effect as any of the
        foregoing and the filing of any financing statement under the UCC (other
        than
        any such financing statement filed for informational purposes only) or
        comparable law of any jurisdiction to evidence any of the
        foregoing.

       

      Liquidated
        Mortgage Loan:
        With
        respect to any Payment Date, a defaulted Mortgage Loan that has been liquidated
        through deed-in-lieu of foreclosure, foreclosure sale, indenture trustee’s sale
        or other realization as provided by applicable law governing the real property
        subject to the related Mortgage and any security agreements and as to which
        the
        Servicer has certified in the related Prepayment Period that it has received
        all
        amounts it expects to receive in connection with such liquidation.

       

      Liquidation
        Date:
        With
        respect to any Liquidated Mortgage Loan, the date on which the Master Servicer
        or the Servicer has certified that such Mortgage Loan has become a Liquidated
        Mortgage Loan.

       

      Liquidation
        Expenses:
        With
        respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or
        incurred by or for the account of the Master Servicer or the Servicer in
        connection with the liquidation of such Mortgage Loan and the related Mortgage
        Property, such expenses including (a) property protection expenses, (b) property
        sales expenses, (c) foreclosure and sale costs, including court costs and
        reasonable attorneys’ fees, and (d) similar expenses reasonably paid or incurred
        in connection with liquidation.

       

      Liquidation
        Proceeds:
        Cash
        received in connection with the liquidation of a defaulted Mortgage Loan,
        whether through trustee’s sale, foreclosure sale, Insurance Proceeds,
        condemnation proceeds or otherwise.

       

      Loan
        Sale Agreement:
        The
        mortgage loan purchase agreement, dated as of February 28, 2006, between
        EMC
        Mortgage Corporation, as seller and CS OT I LLC, as purchaser, and all
        amendments thereof and supplements thereto, attached to the Sale and Servicing
        Agreement as Exhibit E-2.

       

      Loan-to-Value
        Ratio:
        With
        respect to any Mortgage Loan, the fraction, expressed as a percentage, the
        numerator of which is the original principal balance of the related Mortgage
        Loan and the denominator of which is the Original Value of the related Mortgaged
        Property.

       

       Loss
        Allocation Amount:
        With
        respect to any Payment Date, the amount payable by each of the Seller and
        the
        Master Servicer for losses resulting from any investment of funds in the
        Master
        Servicer Collection Account required to be paid pursuant to the Servicing
        Agreement on such Payment Date, which shall be the product of (i) the aggregate
        amount of any such losses and (ii) a fraction, the numerator of which is
        the
        number of days of investment income the Seller or the Master Servicer, as
        applicable, are entitled to and the denominator of which is the total number
        of
        days of investment income for such Payment Date.

      


      Loss
        Allocation Limitation:
        As
        defined in Section 3.24(c) of the Indenture.

       

      Loss
        Severity Percentage:
        With
        respect to any Payment 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 Scheduled Principal Balance of such Mortgage
        Loan immediately prior to the liquidation of such Mortgage Loan.

       

      Lost
        Notes:
        The
        original Mortgage Notes that have been lost, as indicated on the Mortgage
        Loan
        Schedule.

       

      Majority
        Certificateholder:
        A
        Holder of a 50.01% or greater Certificate Percentage Interest of the Trust
        Certificate.

       

      Master
        Servicer:
        Wells
        Fargo Bank, N.A., and its successors and assigns.

       

      Master
        Servicer Collection Account:
        The
        trust account or accounts created and maintained pursuant to Section 4.02
        of the
        Sale and Servicing Agreement. The Master Servicer Collection Account shall
        be an
        Eligible Account.

       

      Master
        Servicer Compensation:
        As
        defined in Section 3.13 of the Sale and Servicing Agreement.

       

      Master
        Servicer Event of Default:
        Has the
        meaning assigned to such term in Section 6.01 of the Sale and Servicing
        Agreement.

       

      Material
        Defect:
        The
        meaning specified in Section 2.02(a) of the Sale and Servicing
        Agreement.

       

      Maximum
        Lifetime Mortgage Rate:
        The
        maximum level to which a Mortgage Interest Rate can adjust in accordance
        with
        its terms, regardless of changes in the applicable Index.

       

      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.

       

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

       

      Minimum
        Lifetime Mortgage Rate:
        The
        minimum level to which a Mortgage Interest Rate can adjust in accordance
        with
        its terms, regardless of changes in the applicable Index.

       

      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, or as nominee for any
        subsequent assignee of the originator pursuant to an assignment of mortgage
        to
        MERS.

       

      Monthly
        Advance:
        An
        advance of principal or interest required to be made by the Servicer pursuant
        to
        the Wells Fargo Servicing Agreement or the Master Servicer pursuant to the
        Sale
        and Servicing Agreement.

       

      Monthly
        Payment:
        With
        respect to any Mortgage Loan (including any REO Property) and any Due Date,
        the
        payment of principal and interest due thereon in accordance with the
        amortization schedule at the time applicable thereto (after adjustment, if
        any,
        for partial Principal Prepayments and for Deficient Valuations occurring
        prior
        to such Due Date but before any adjustment to such amortization schedule
        by
        reason of any bankruptcy, other than a Deficient Valuation, or similar
        proceeding or any moratorium or similar waiver or grace period).

       

      Moody’s:
        Moody’s
        Investors Service, Inc.

       

      Mortgage:
        The
        mortgage, deed of trust or other instrument reflected on the Mortgage Loan
        Schedule as securing a Mortgage Loan.

       

      Mortgage
        File:
        The
        file containing the Related Documents pertaining to a particular Mortgage
        Loan
        and any additional documents required to be added to the Mortgage File pursuant
        to the Indenture.

       

      Mortgage
        Interest Rate:
        The
        annual rate at which interest accrues from time to time on any Mortgage Loan
        pursuant to the related Mortgage Note, which rate is initially equal to the
        “Mortgage Interest Rate” set forth with respect thereto on the applicable
        Mortgage Loan Schedule.

       

      Mortgage
        Loan:
        Any
        of
        the Mortgage Loans included in the Trust Estate as of the Closing Date. The
        aggregate principal balance of the Mortgage Loans as of the Cut-off Date
        is
        equal to approximately $981,130,873.12.

       

      Mortgage
        Loan Seller:
        EMC
        Mortgage Corporation.

       

      Mortgage
        Loan Purchase Agreement:
        The
        Mortgage Loan Purchase Agreement, dated as of February 28, 2006, between
        CS OT I
        LLC, as seller, and Bear Stearns Asset Backed Securities I LLC, as purchaser,
        and all amendments thereof and supplements thereto, attached to the Sale
        and
        Servicing Agreement as Exhibit E-1.

       

      Mortgage
        Loan Schedule:
        The
        Preliminary and Final Mortgage Loan Schedules shall set forth the following
        information with respect to each Mortgage Loan:

       

      
        	
                (a)

              	
                the
                  city, state and zip code of the Mortgaged
                  Property;

              


      

      
        	
                (b)

              	
                the
                  property type;

              


      

      
        	
                (c)

              	
                the
                  Mortgage Interest Rate;

              


      

      
        	
                (d)

              	
                the
                  Servicing Fee Rate;

              


      

      
        	
                (e)

              	
                the
                  Master Servicer's Fee Rate;

              


      

      
        	
                (f)

              	
                the
                  LPMI Fee, if applicable;

              


      

      
        	
                (g)

              	
                the
                  Trustee Fee Rate, if applicable;

              


      

      
        	
                (h)

              	
                the
                  Net Rate;

              


      

      
        	
                (i)

              	
                the
                  maturity date;

              


      

      
        	
                (j)

              	
                the
                  stated original term to maturity;

              


      

      
        	
                (k)

              	
                the
                  stated remaining term to maturity;

              


      

      
        	
                (l)

              	
                the
                  original Principal Balance;

              


      

      
        	
                (m)

              	
                the
                  first payment date;

              


      

      
        	
                (n)

              	
                the
                  principal and interest payment in effect as of the Cut-off
                  Date;

              


      

      
        	
                (o)

              	
                the
                  unpaid Principal Balance as of the Cut-off
                  Date;

              


      

      
        	
                (p)

              	
                the
                  Loan-to-Value Ratio at origination;

              


      

      
        	
                (q)

              	
                the
                  insurer of any Primary Mortgage Insurance
                  Policy;

              


      

      
        	
                (r)

              	
                the
                  MIN with respect to each MOM Loan;

              


      

      
        	
                (s)

              	
                the
                  Gross Margin, if applicable;

              


      

      
        	
                (t)

              	
                the
                  next Adjustment Date, if
                  applicable;

              


      

      
        	
                (u)

              	
                the
                  Maximum Lifetime Mortgage Rate, if
                  applicable;

              


      

      
        	
                (v)

              	
                the
                  Minimum Lifetime Mortgage Rate, if
                  applicable;

              


      

      
        	
                (w)

              	
                the
                  Periodic Rate Cap, if applicable;

              


      

      
        	
                (x)

              	
                the
                  Loan Group, if applicable;

              


      

      
        	
                (y)

              	
                a
                  code indicating whether the Mortgage Loan is negatively
                  amortizing;

              


      

      
        	
                (z)

              	
                which
                  Mortgage Loans adjust after an initial fixed-rate period of one,
                  two,
                  three, five, seven or ten years or any other
                  period;

              


      

      
        	
                (aa)

              	
                the
                  Prepayment Charge, if any;

              


      

      
        	
                (bb)

              	
                lien
                  position (e.g., first lien or second
                  lien);

              


      

      
        	
                (cc)

              	
                a
                  code indicating whether the Mortgage Loan is has a balloon
                  payment;

              


      

      
        	
                (dd)

              	
                a
                  code indicating whether the Mortgage Loan is an interest-only
                  loan;

              


      

      
        	
                (ee)

              	
                the
                  interest-only term, if applicable;

              


      

      
        	
                (ff)

              	
                the
                  Mortgage Loan Seller; and

              


      

      
        	
                (gg)

              	
                the
                  original amortization term.

              


      

      


      Such
        schedule also shall set forth for all of the Mortgage Loans, the total number
        of
        Mortgage Loans, the total of each of the amounts described under (n) and
        (j)
        above, the weighted average by principal balance as of the Cut-off Date of
        each
        of the rates described under (c) through (h) above, and the weighted average
        remaining term to maturity by unpaid principal balance as of the Cut-off
        Date.

      


      Mortgage
        Note:
        The
        originally executed note or other evidence of the indebtedness of a Mortgagor
        under the related Mortgage Loan.

       

      Mortgaged
        Property:
        Land
        and improvements securing the indebtedness of a Mortgagor under the related
        Mortgage Loan or, in the case of REO Property, such REO Property.

       

      Mortgagor:
        The
        obligor on a Mortgage Note.

       

      Net
        Collections:
        With
        respect to any Liquidated Mortgage Loan, an amount equal to all payments
        on
        account of interest and principal on such Mortgage Loan.

       

      Net
        Interest Shortfall:
        With
        respect to any Payment Date, the Interest Shortfall, if any, for such Payment
        Date net of Compensating Interest made with respect to such Payment
        Date.

       

      Net
        Liquidation Proceeds:
        With
        respect to any Liquidated Mortgage Loan, Liquidation Proceeds and Subsequent
        Recoveries net of unreimbursed advances by the Servicer, Monthly Advances,
        expenses incurred by the Servicer in connection with the liquidation of such
        Mortgage Loan and the related Mortgaged Property, and any other amounts payable
        to the Servicer under the Wells Fargo Servicing Agreement.

       

      Net
        Rate
        or
Net
        Mortgage Rate:
        For any
        Mortgage Loan, the then applicable Mortgage Rate thereon less the Servicing
        Fee
        Rate.

       

      Nonrecoverable
        Advance:
        Any
        advance or Monthly Advance (i) which was previously made or is proposed to
        be
        made by the Master Servicer, the Indenture Trustee solely as successor Master
        Servicer, or the Servicer and (ii) which, in the good faith judgment of the
        Master Servicer, the Indenture Trustee as successor Master Servicer or the
        Servicer, will not or, in the case of a proposed advance or Monthly Advance,
        would not, be ultimately recoverable by the Master Servicer, the Indenture
        Trustee as successor Master Servicer, or the Servicer from Liquidation Proceeds,
        Insurance Proceeds or future payments on the Mortgage Loan for which such
        advance or Monthly Advance was made or is proposed to be made.

       

      Non-REMIC
        Eligible Asset:
        Any REO
        Property or any Mortgage Loan that does not constitute a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code.

       

      Note:
        A Class
        A, Class B or Class X Note. Upon REMIC Conversion, the REMIC Class A Notes
        shall
        constitute the Notes unless otherwise specified.

       

      Noteholder:
        The
        Person in whose name a Note is registered in the Note Register, except that,
        any
        Note registered in the name of the Depositor, the Issuing Entity, the Indenture
        Trustee, the Seller, the Securities Administrator or the Master Servicer
        or any
        Affiliate of any of them shall be deemed not to be a holder or holders, nor
        shall any so owned be considered outstanding, for purposes of giving any
        request, demand, authorization, direction, notice, consent or waiver under
        the
        Indenture or the Trust Agreement; provided that, in determining whether the
        Indenture Trustee or Securities Administrator shall be protected in relying
        upon
        any such request, demand, authorization, direction, notice, consent or waiver,
        only Notes that a Responsible Officer of the Indenture Trustee or Securities
        Administrator has actual knowledge to be so owned shall be so disregarded.
        Owners of Notes that have been pledged in good faith may be regarded as Holders
        if the pledgee establishes to the satisfaction of the Securities Administrator
        or the Owner Trustee the pledgee’s right so to act with respect to such Notes
        and that the pledgee is not the Issuing Entity, any other obligor upon the
        Notes
        or any Affiliate of any of the foregoing Persons.

       

      Note
        Interest Rate:
        With
        respect to the Class A-1 Notes, on or prior to the Payment Date in November
        2010, the lesser of (i) 4.625% per annum and (ii) the Available Funds Rate;
        and
        thereafter, the least of (i) the One-Year U.S. Treasury Note Index (determined
        annually) plus 2.25% per annum, (ii) 9.895% per annum and (iii) the Available
        Funds Rate.
        With
        respect to the Class A-2 Notes, on or prior to the Payment Date in November
        2010, the lesser of (i) 4.625% per annum and (ii) the Available Funds Rate;
        and
        thereafter, the least of (i) the One-Year U.S. Treasury Note Index (determined
        annually) plus 2.25% per annum, (ii) 9.895% per annum and (iii) the Available
        Funds Rate. With respect to the Class A-3 Notes, on or prior to the Payment
        Date
        in November 2010, the lesser of (i) 4.625% per annum and (ii) the Available
        Funds Rate; and thereafter, the least of (i) the One-Year U.S. Treasury Note
        Index (determined annually) plus 2.25% per annum, (ii) 9.895% per annum and
        (iii) the Available Funds Rate. With respect to the Class A-4 Notes, on or
        prior
        to the Payment Date in November 2010, the lesser of (i) 4.625% per annum
        and
        (ii) the Available Funds Rate; and thereafter, the least of (i) the One-Year
        U.S. Treasury Note Index (determined annually) plus 2.25% per annum, (ii)
        9.895%
        per annum and (iii) the Available Funds Rate. With respect to each Class
        of
        Class B Notes, the weighted average of the Net Rates of the Mortgage Loans.
        With
        respect to the Class X Notes, a variable rate equal to the product of (i)
        12 and
        (ii) a fraction expressed as a rate, (x) the numerator of which is the excess,
        if any, of (1) the interest accrued and payable on the Mortgage Loans for
        the
        related Due Period, over (2) the amount of any Accrued Note Interest payable
        to
        the Class A Notes and Class B Notes (including any Carryover Shortfall Amounts
        payable to the Class A Notes) for the related Payment Date, and (y) the
        denominator of which is the aggregate Note Principal Balance of the Class
        A
        Notes.

       

      Note
        Owner:
        The
        Beneficial Owner of a Note.

       

      Note
        Principal Balance:
        With
        respect to any Note (other than the Class X Notes) as of any Payment Date,
        will
        equal such Note’s initial principal balance on the Closing Date, as reduced by
        (i) all amounts distributed on previous Payment Dates on such Note with respect
        to principal, (ii) the principal portion of all Realized Losses allocated
        prior
        to such Payment Date to such Note (taking into account the applicable Loss
        Allocation Limitation) and (iii) in the case of a Subordinate Note, such
        Class’s
        pro rata share, if any, of the applicable Subordinate Writedown Amount for
        previous Payment Dates, plus any Subsequent Recoveries added to the Note
        Principal Balance of such Note. With respect to any Class of Notes (other
        than
        the Class X Notes), the Note Principal Balance thereof shall be equal to
        the sum
        of the Note Principal Balances of all Outstanding Notes of such
        Class.

       

      Note
        Rate Change Date:
        With
        respect to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, the Payment
        Date in November 2010.

       

      Note
        Register:
        The
        register maintained by the Note Registrar in which the Note Registrar shall
        provide for the registration of Notes and of transfers and exchanges of
        Notes.

       

      Note
        Registrar:
        The
        Securities Administrator, in its capacity as Note Registrar, or any successor
        to
        the Securities Administrator in such capacity.

       

      Notional
        Amount:
        With
        respect to the Class X Notes and each Payment Date, an amount equal to the
        aggregate Note Principal Balance of the Senior Notes before giving effect
        to
        distributions to be made on such Payment Date.

       

      Officer’s
        Certificate:
        With
        respect to the Master Servicer, a certificate signed by the President, Managing
        Director, a Director, a Vice President or an Assistant Vice President, of
        the
        Master Servicer and delivered to the Indenture Trustee or the Securities
        Administrator, as applicable. With respect to the Issuing Entity, a certificate
        signed by any Authorized Officer of the Issuing Entity, under the circumstances
        described in, and otherwise complying with, the applicable requirements of
        Section 10.01 of the Indenture, and delivered to the Indenture Trustee. Unless
        otherwise specified, any reference in the Indenture to an Officer’s Certificate
        shall be to an Officer’s Certificate of any Authorized Officer of the Issuing
        Entity.

       

      One-
        Year U.S. Treasury Note Index:
        The
        weekly average yield on U.S. Treasury securities adjusted to a constant maturity
        of one year as reported by the Federal Reserve Board in statistical Release
        No.
        H.15(519), on the related Interest Determination Date or, if not so available,
        as most recently available immediately prior to such Interest Determination
        Date.

       

      Opinion
        of Counsel:
        A
        written opinion of counsel acceptable to the Indenture Trustee in its reasonable
        discretion which counsel may be in-house counsel for the Depositor or the
        Seller
        if acceptable to the Indenture Trustee and the Rating Agencies or outside
        counsel for the Depositor, the Seller, the Issuing Entity or the Master
        Servicer, as the case may be.

       

      Optional
        Termination Date:
        The
        Payment Date occurring after the first Payment Date for which the sum of
        the
        aggregate Scheduled Principal Balance of the Mortgage Loans as of the end
        of the
        related Due Period is reduced to 10% or less of the Cut-off Date
        Balance.

       

      Original
        Subordinate Principal Balance:
        The
        aggregate Note Principal Balance of the Class B Notes as of the Closing
        Date.

       

      Original
        Value:
        The
        lesser of (i) the Appraised Value or (ii) the sales price of a Mortgaged
        Property at the time of origination of a Mortgage Loan, except in instances
        where either clauses (i) or (ii) is unavailable, the other may be used to
        determine the Original Value, or if both clauses (i) and (ii) are unavailable,
        Original Value may be determined from other sources reasonably acceptable
        to the
        Depositor.

       

      Outstanding:
        With
        respect to the Notes, as of the date of determination, all Notes theretofore
        executed, authenticated and delivered under this Indenture except:

       

      (i) Notes
        theretofore canceled by the Note Registrar or delivered to the Securities
        Administrator for cancellation; and

       

      (ii) Notes
        in
        exchange for or in lieu of which other Notes have been executed, authenticated
        and delivered pursuant to the Indenture unless proof satisfactory to the
        Securities Administrator is presented that any such Notes are held by a holder
        in due course.

       

      Outstanding
        Mortgage Loan:
        With
        respect to any Due Date, a Mortgage Loan which, prior to such Due Date, was
        not
        the subject of a Principal Prepayment in full, did not become a Liquidated
        Mortgage Loan and was not purchased or replaced.

       

      Outstanding
        Principal Balance:
        As of
        the time of any determination, the principal balance of a Mortgage Loan
        remaining to be paid by the Mortgagor, or, in the case of an REO Property,
        the
        principal balance of the related Mortgage Loan remaining to be paid by the
        Mortgagor at the time such property was acquired by the Trust less any Excess
        Liquidation Proceeds with respect thereto to the extent applied to
        principal.

       

      Owner
        Trust Estate:
        The
        corpus of the Issuing Entity created by the Trust Agreement which consists
        of
        items referred to in Section 3.01 of the Trust Agreement.

       

      Owner
        Trustee:
        Wilmington Trust Company, and its successors and assigns or any successor
        owner
        trustee appointed pursuant to the terms of the Trust Agreement.

       

      Paying
        Agent:
        Any
        paying agent or co-paying agent appointed under the Indenture, which initially
        shall be the Securities Administrator.

       

      Payment
        Account:
        The
        trust account or accounts created and maintained pursuant to Section 3.01
        of the
        Indenture, which shall be denominated Wells Fargo Bank, N.A., as Securities
        Administrator f/b/o holders of Bear Stearns ARM Trust 2006-1, Mortgage-Backed
        Notes, Series 2006-1 - Payment Account.” The Payment Account shall be an
        Eligible Account.

       

      Payment
        Account Deposit Date:
        Two
        Business Days prior to each Payment Date.

       

      Payment
        Date:
        The
        25th day of each month, or if such day is not a Business Day, then the next
        Business Day, commencing in March 2006.

       

      Percentage
        Interest:
        With
        respect to any Note, the percentage obtained by dividing the Note Principal
        Balance of such Note by the aggregate Note Principal Balances of all Notes
        of
        that Class. With respect to any Certificate, the percentage as stated on
        the
        face thereof.

       

      Periodic
        Rate Cap:
        With
        respect to any Mortgage Loan, the maximum rate, if any, by which the Mortgage
        Rate on such Mortgage Loan can adjust on any Adjustment Date, as stated in
        the
        related Mortgage Note or Mortgage.

       

      Permitted
        Investments:
        Any one
        or more of the following obligations or securities held in the name of the
        Indenture Trustee for the benefit of the Noteholders:

       

      (i) direct
        obligations of, and obligations the timely payment of which are fully guaranteed
        by the United States of America or any agency or instrumentality of the United
        States of America the obligations of which are backed by the full faith and
        credit of the United States of America;

       

      (ii) (a)
        demand or time deposits, federal funds or bankers’ acceptances issued by any
        depository institution or trust company incorporated under the laws of the
        United States of America or any state thereof (including the Indenture Trustee,
        Securities Administrator or the Master Servicer or its Affiliates acting
        in its
        commercial banking capacity) and subject to supervision and examination by
        federal and/or state banking authorities, provided that the commercial paper
        and/or the short-term debt rating and/or the long-term unsecured debt
        obligations of such depository institution or trust company at the time of
        such
        investment or contractual commitment providing for such investment have the
        Applicable Credit Rating or better from the Rating Agencies and (b) any other
        demand or time deposit or certificate of deposit that is fully insured by
        the
        Federal Deposit Insurance Corporation;

       

      (iii) repurchase
        obligations with respect to (a) any security described in clause (i) above
        or
        (b) any other security issued or guaranteed by an agency or instrumentality
        of
        the United States of America, the obligations of which are backed by the
        full
        faith and credit of the United States of America, in either case entered
        into
        with a depository institution or trust company (acting as principal) described
        in clause (ii)(a) above where the Securities Administrator holds the security
        therefor;

       

      (iv) securities
        bearing interest or sold at a discount issued by any corporation (including
        the
        Indenture Trustee, Securities Administrator or the Master Servicer or its
        Affiliates) incorporated under the laws of the United States of America or
        any
        state thereof that have the Applicable Credit Rating or better from the Rating
        Agencies at the time of such investment or contractual commitment providing
        for
        such investment; provided, however, that securities issued by any particular
        corporation will not be Permitted Investments to the extent that investments
        therein will cause the then outstanding principal amount of securities issued
        by
        such corporation and held as part of the Trust to exceed 10% of the aggregate
        Outstanding Principal Balances of all the Mortgage Loans and Permitted
        Investments held as part of the Trust as determined by the Master
        Servicer;

       

      (v) commercial
        paper (including both non-interest-bearing discount obligations and
        interest-bearing obligations payable on demand or on a specified date not
        more
        than one year after the date of issuance thereof) having the Applicable Credit
        Rating or better from the Rating Agencies at the time of such
        investment;

       

      (vi) a
        Reinvestment Agreement issued by any bank, insurance company or other
        corporation or entity;

       

      (vii) any
        other
        demand, money market or time deposit, obligation, security or investment
        as may
        be acceptable to the Rating Agencies as evidenced in writing by the Rating
        Agencies to the Securities Administrator; and

       

      (viii) any
        money
        market or common trust fund having the Applicable Credit Rating or better
        from
        the Rating Agencies, including any such fund for which the Securities
        Administrator or Master Servicer or any affiliate of the Securities
        Administrator or Master Servicer acts as a manager or an advisor; provided,
        however, that no instrument or security shall be a Permitted Investment if such
        instrument or security evidences a right to receive only interest payments
        with
        respect to the obligations underlying such instrument or if such security
        provides for payment of both principal and interest with a yield to maturity
        in
        excess of 120% of the yield to maturity at par or if such instrument or security
        is purchased at a price greater than par as determined by the Master
        Servicer.

       

      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.

       

      Plan
        Assets:
        Assets
        of a Plan within the meaning of Department of Labor regulation 29 C.F.R.
§
2510.3-101.

       

      Pledged
        Amount:
        With
        respect to any Pledged Asset Loan, the amount of money remitted to the related
        pledgor at the direction of or for the benefit of the related
        Mortgagor.

       

      Pool
        Balance:
        With
        respect to any date of determination, the aggregate of the Scheduled Principal
        Balances of all Mortgage Loans as of such date.

       

      Prepayment
        Interest Shortfall:
        As to
        any Payment Date, Interest Shortfalls, if any, of the type described in clauses
        (a) and (b) of the definition thereof, for such Payment Date, net of
        Compensating Interest Payments made with respect to such Payment
        Date.

       

      Prepayment
        Period:
        With
        respect any Mortgage Loan serviced by the Servicer and any Payment Date,
        the
        calendar month immediately preceding the month in which such Payment Date
        occurs. 

       

      Primary
        Mortgage Insurance Policy:
        Any
        primary mortgage guaranty insurance policy issued in connection with a Mortgage
        Loan which provides compensation to a Mortgage Note holder in the event of
        default by the obligor under such Mortgage Note or the related Security
        Instrument, if any, or any replacement policy therefor through the related
        Interest Accrual Period for such Class relating to a Payment Date.

       

      Principal
        Funds:
        With
        respect to a Payment Date, an amount equal to the sum, without duplication,
        of
        (i) the scheduled principal collected on the mortgage loans during the related
        Due Period or advanced by the Servicer or Master Servicer, (ii) prepayments
        of
        principal in respect of the mortgage loans, exclusive of any prepayment charges,
        collected in the related Prepayment Period, (iii) the Scheduled Principal
        Balance of each mortgage loan that was repurchased by the Mortgage Loan Seller,
        the amount, if any, by which the aggregate unpaid principal balance of any
        replacement mortgage loans is less than the aggregate unpaid principal balance
        of any deleted mortgage loans delivered by the Mortgage Loan Seller in
        connection with a substitution of a mortgage loan, (iv) all Liquidation Proceeds
        and Subsequent Recoveries collected during the related Prepayment Period
        on the
        mortgage loans, to the extent such Liquidation Proceeds and Subsequent
        Recoveries relate to principal, less all non-recoverable advances relating
        to
        principal reimbursed during the related Due Period, and (v) the principal
        portion of the purchase price of the assets of the trust upon the exercise
        by
        the majority holder of the Trust Certificate of its optional termination
        right;
        minus any amounts required to be reimbursed to the Mortgage Loan Seller,
        the
        Master Servicer, the Securities Administrator, the Custodian or the Indenture
        Trustee as provided in the Indenture.

       

      Principal
        Prepayment:
        Any
        payment (whether partial or full) or other recovery of principal on a Mortgage
        Loan which is received in advance of its scheduled Due Date to the extent
        that
        it is not accompanied by an amount as to interest representing scheduled
        interest due on any date or dates in any month or months subsequent to the
        month
        of prepayment, including Insurance Proceeds and Repurchase Proceeds, but
        excluding the principal portion of Excess Liquidation Proceeds.

       

      Privately
        Offered Notes:
        Any of
        the Class X, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class
        B-6
        Notes.

       

      Proceeding:
        Any
        suit in equity, action at law or other judicial or administrative
        proceeding.

       

      Protected
        Account:
        The
        trust account or accounts created and maintained by the Servicer pursuant
        to the
        Wells Fargo Servicing Agreement. Each Protected Account shall be an Eligible
        Account.

       

      Publicly
        Offered Notes:
        Any of
        the Class A-1, Class A-2, Class A-3 and Class A-4 Notes.

       

      Purchaser:
        Bear
        Stearns Asset Backed Securities LLC, a Delaware corporation, and its successors
        and assigns.

       

      Qualified
        Insurer:
        Any
        insurance company duly qualified as such under the laws of the state or states
        in which the related Mortgaged Property or Mortgaged Properties is or are
        located, duly authorized and licensed in such state or states to transact
        the
        type of insurance business in which it is engaged and approved as an insurer
        by
        the Master Servicer, so long as the claims paying ability of which is acceptable
        to the Rating Agencies for mortgage-backed notes having the same rating as
        the
        Notes rated by the Rating Agencies as of the Closing Date.

       

      Rating
        Agency:
        Any
        nationally recognized statistical rating organization, or its successor,
        that
        rated the Notes at the request of the Depositor at the time of the initial
        issuance of the Notes. Initially, Fitch and Moody’s. If such organization or a
        successor is no longer in existence, “Rating Agency” with respect to the Notes
        shall be such nationally recognized statistical rating organization, or other
        comparable Person, designated by the Depositor, notice of which designation
        shall be given to the Indenture Trustee and Master Servicer. References herein
        to the highest short term unsecured rating category of a Rating Agency shall
        mean A-1 or better in the case of Standard & Poor’s, P-1 in the case of
        Moody’s and in the case of any other Rating Agency shall mean such equivalent
        ratings. References herein to the highest long-term rating category of a
        Rating
        Agency shall mean “AAA” in the case of Standard & Poor’s, “Aaa” in the case
        of Moody’s and in the case of any other Rating Agency, such equivalent
        rating.

       

      Rating
        Confirmation:
        A
        letter from each Rating Agency then providing a rating for any of the Notes
        at
        the request of the Issuing Entity confirming that the action proposed to
        be
        taken by the Issuing Entity will not, in and of itself, result in a downgrade
        of
        any of the ratings then applicable to the Notes, or cause any Rating Agency
        to
        suspend or withdraw the ratings then applicable to the Notes.

       

      Realized
        Loss:
        Any (i)
        Bankruptcy Loss or (ii) as to any Liquidated Mortgage Loan, (x) the Outstanding
        Principal Balance of such Liquidated Mortgage Loan plus accrued and unpaid
        interest thereon at the Mortgage Interest Rate through the last day of the
        month
        of such liquidation, less (y) the related Excess Liquidation Proceeds with
        respect to such Mortgage Loan and the related Mortgage Property.

       

      Record
        Date:
        With
        respect to any Class of Notes and the Trust Certificate and any Payment Date,
        the close of business on the last Business Day of the calendar month immediately
        preceding such Payment Date. 

       

      Redemption
        Price:
        As
        defined in Section 8.06(a) of the Indenture. 

       

      Registered
        Holder:
        The
        Person in whose name a Note is registered in the Note Register on the applicable
        Record Date.

       

      Related
        Documents:
        With
        respect to each Mortgage Loan, the documents specified in Section
        2.01(b)(i)-(vii) of the Sale and Servicing Agreement, and any documents required
        to be added to such documents pursuant to the Sale and Servicing Agreement,
        the
        Trust Agreement, the Indenture, the Mortgage Loan Purchase Agreement or the
        Loan
        Sale Agreement.

       

      Release:
        The
        Federal Reserve Board’s statistical Release No. H.15(519).

       

      Relief
        Act:
        Servicemembers Civil Relief Act.

       

      Relief
        Act Mortgage Loan:
        Any
        Mortgage Loan as to which the Scheduled Payment thereof has been reduced
        due to
        the application of the Relief Act.

       

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

       

      REMIC
        Certificates: Any
        of
        the certificates issued pursuant to the Underlying REMIC Trust Pooling and
        Servicing Agreement upon the REMIC Conversion, as described in the Trust
        Agreement.

       

      REMIC
        Class A Certificates:
        Any of
        the REMIC Certificates with the same class designation as the Class A
        Notes.

       

      REMIC
        Class A Indenture:
        A new
        indenture in the form of Exhibit J to the Trust Agreement to be entered into
        by
        the parties identified therein in connection with the REMIC Conversion, as
        described in the Trust Agreement, pursuant to which, among other events
        contemplated by the REMIC Conversion, the REMIC Class A Notes will be issued
        and
        one or more REMIC elections will be made by the Issuing Entity with respect
        to
        the REMIC Class A Certificates.

       

      REMIC
        Class A Indenture Trustee:
        The
        Person designated in the definition of Indenture Trustee as indenture trustee
        of
        the Issuing Entity upon the REMIC Conversion under the REMIC Class A
        Indenture.

       

      REMIC
        Class A Notes:
        Any of
        the Class A Notes issued pursuant to the REMIC Class A Indenture upon the
        REMIC
        Conversion, as described in the Trust Agreement.

       

      REMIC
        Conversion:
        The
        aggregation of the following events, together with certain related events,
        to
        occur comtemporaneously, as specified in Section 11.01 of the Trust Agreement
        and Indenture, required to be undertaken by the Depositor on behalf of the
        Issuing Entity following a TMP Trigger Event and the satisfaction of the
        conditions precedent to a REMIC Conversion:

       

      (a) the
        execution of the Underlying REMIC Trust Pooling and Servicing Agreement by
        and
        among, the Depositor and the other parties named therein, and the formation
        of
        the Underlying REMIC Trust pursuant thereto; 

       

      (b) the
        release of the Lien on all of the Mortgage Loans and certain related assets
        remaining in the Owner Trust Estate, the conveyance and transfer of such
        assets
        to the Underlying REMIC Trust and the making of one or more elections to
        treat
        such assets as one or more REMICs, and the issuance by the Underlying REMIC
        Trust to the Trust of the REMIC Certificates, in each case pursuant to the
        Trust
        Agreement, the Indenture and the Underlying REMIC Trust Pooling and Servicing
        Agreement;

       

      (c) the
        execution of the REMIC Class A Indenture by and among the parties named therein,
        and the making of an election to treat the segregated portion of the Owner
        Trust
        Estate consisting of the REMIC Class A Certificates as a REMIC pursuant
        thereto;

       

      (d) the
        issuance by the Issuing Entity of (i) the REMIC Class A Notes and (ii) a
        certificate representing the sole class of “residual interests” in the REMIC
        elected in clause (c) above under the REMIC Class A Indenture;

       

      (e) the
        mandatory surrender by the Holders of Notes of their Notes in exchange for
        the
        corresponding classes of REMIC Class A Notes and REMIC Privately Offered
        Certificates pursuant to the Indenture; and

       

      (f) the
        discharge and termination of the Indenture pursuant to the terms
        therein.

       

      REMIC
        Privately Offered Certificates:
        Any of
        the REMIC Certificates corresponding the Class X Notes or Class B
        Notes.

       

      REMIC
        Securities: Any
        of
        the REMIC Privately Offered Certificates or REMIC Class A Notes.

       

      REO
        Property:
        A
        Mortgaged Property acquired in the name of the Indenture Trustee, for the
        benefit of the Noteholders, by foreclosure or deed-in-lieu of foreclosure
        in
        connection with a defaulted Mortgage Loan.

       

      Repurchase
        Price:
        With
        regard to any purchases under Section 3.20 of the Sale and Servicing Agreement,
        with respect to any Mortgage Loan (or any property
        acquired
        with respect thereto) required to be repurchased by the Mortgage Loan Seller
        pursuant to the Loan Sale Agreement or Article II of the Sale and Servicing
        Agreement, an amount equal to the sum of (i)(a) 100% of the Outstanding
        Principal Balance of such Mortgage Loan as of the date of repurchase (or
        if the
        related Mortgaged Property was acquired with respect thereto, 100% of the
        Outstanding Principal Balance at the date of the acquisition), plus (b) accrued
        but unpaid interest on the Outstanding Principal Balance at the related Mortgage
        Interest Rate, through and including the last day of the month of repurchase,
        plus (c) any unreimbursed Monthly Advances and servicing advances payable
        to the
        Servicer or to the Master Servicer and (ii) any costs and damages (if any)
        incurred by the Trust in connection with any violation of such Mortgage Loan
        of
        any predatory lending laws.

       

      Repurchase
        Proceeds:
        the
        Repurchase Price in connection with any repurchase of a Mortgage Loan by
        the
        Seller and any cash deposit in connection with the substitution of a Mortgage
        Loan.

       

      Request
        for Release:
        A
        request for release in the form attached to the Custodial Agreement as Exhibit
        Four.

       

      Required
        Insurance Policy:
        With
        respect to any Mortgage Loan, any insurance policy which is required to be
        maintained from time to time under the Sale and Servicing Agreement with
        respect
        to such Mortgage Loan.

       

      Responsible
        Officer:
        With
        respect to the Securities Administrator, any officer of the Securities
        Administrator with direct responsibility for the administration of the Indenture
        and also, with respect to a particular matter, any other officer to whom
        such
        matter is referred because of such officer’s knowledge of and familiarity with
        the particular subject; and with respect to the Indenture Trustee, any vice
        president, assistant vice president, any assistant secretary, any assistant
        treasurer, any associate or any other officer of the Indenture Trustee
        customarily performing functions similar to those performed by any of the
        above
        designated officers who at such time shall be officers to whom, with respect
        to
        a particular matter, such matter is referred because of such officer’s knowledge
        of and familiarity with the particular subject or who shall have direct
        responsibility for the administration of this Indenture.

       

      Sale
        and Servicing Agreement:
        The
        Sale and Servicing Agreement, dated as of February 28, 2006, among the Issuing
        Entity, the Seller, the Sponsor, the Indenture Trustee, the Master Servicer,
        the
        Securities Administrator and the Depositor.

       

      Scheduled
        Payment:
        With
        respect to any Mortgage Loan and any month, the scheduled payment or payments
        of
        principal and interest due during such month on such Mortgage Loan which
        either
        is payable by a Mortgagor in such month under the related Mortgage Note or,
        in
        the case of REO Property, would otherwise have been payable under the related
        Mortgage Note.

       

      Scheduled
        Principal:
        The
        principal portion of any Scheduled Payment.

       

      Scheduled
        Principal Balance:
        With
        respect to any Mortgage Loan and any Payment Date (1) the unpaid principal
        balance of such Mortgage Loan as of the close of business on the related
        Due
        Date (taking account of the principal payment to be made on such Due Date
        and
        irrespective of any delinquency in its payment), as specified in the
        amortization schedule at the time relating thereto (before any adjustment
        to
        such amortization schedule by reason of any bankruptcy or similar proceeding
        occurring after the Cut-off Date (other than a Deficient Valuation) or any
        moratorium or similar waiver or grace period) less (2) any Principal Prepayments
        and the principal portion of any Excess Liquidation Proceeds received during
        or
        prior to the immediately preceding Prepayment Period; provided that the
        Scheduled Principal Balance of any Liquidated Mortgage Loan is
        zero.

       

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

       

      Securities
        Administrator:
        Wells
        Fargo Bank, National Association, or its successor in interest, or any successor
        securities administrator.

       

      Security:
        Any of
        the Certificates or Notes.

       

      Securityholder
        or
Holder:
        Any
        Noteholder or Certificateholder.

       

      Security
        Instrument:
        A
        written instrument creating a valid first lien on a Mortgaged Property securing
        a Mortgage Note, which may be any applicable form of mortgage, deed of trust,
        deed to secure debt or security deed, including any riders or addenda
        thereto.

       

      Seller:
        CS OT I
        LLC, and its successors and assigns.

       

      Seller
        Invested Amount:
        As
        defined in Section 3.13 of the Sale and Servicing Agreement.

       

      Senior
        Notes:
        The
        Class A-1, Class A-2, Class A-3 and Class A-4 Notes.

       

      Senior
        Optimal Principal Amount:
        With
        respect to each Payment Date and the Senior Notes, an amount equal to the
        sum,
        without duplication, of the following (but in no event greater than the
        aggregate Note Principal Balance of the Class A-1, Class A-2, Class A-3 and
        Class A-4 Notes immediately prior to such Payment Date):

       

      (1)
        the
        applicable Senior Percentage of the principal portion of all Monthly Payments
        due on each Outstanding Mortgage Loan on the related Due Date as specified
        in
        the amortization schedule at the time applicable thereto (after adjustments
        for
        previous Principal Prepayments but before any adjustment to such amortization
        schedule by reason of any bankruptcy or similar proceeding or any moratorium
        or
        similar waiver or grace period);

       

      (2)
        the
        applicable Senior Prepayment Percentage of the Scheduled Principal Balance
        of
        each Mortgage Loan which was the subject of a Principal Prepayment in full
        received by the Master Servicer during the related Prepayment
        Period;

       

      (3)
        the
        applicable Senior Prepayment Percentage of all Principal Prepayments in part
        received by the Servicer during the related Prepayment Period with respect
        to
        each Mortgage Loan;

       

      (4)
        the
        lesser of (a) the applicable Senior Prepayment Percentage of the sum of (i)
        all
        Net Liquidation Proceeds allocable to principal received in respect of each
        Mortgage Loan which became a Liquidated Mortgage Loan during the related
        Prepayment Period (other than Mortgage Loans described in the immediately
        following clause (ii)) and all Subsequent Recoveries received in respect
        of each
        such Liquidated Mortgage Loan during the related Due Period and (ii) the
        Scheduled Principal Balance of each such Mortgage Loan purchased by an insurer
        from the Indenture Trustee during the related Prepayment Period pursuant
        to the
        related Primary Mortgage Insurance Policy, if any, or otherwise; and (b)
        the
        applicable Senior Percentage of the sum of (i) the Scheduled Principal Balance
        of each Mortgage Loan which became a Liquidated Mortgage Loan during the
        related
        Prepayment Period (other than the Mortgage Loans described in the immediately
        following clause (ii)) and all Subsequent Recoveries received in respect
        of each
        Liquidated Mortgage Loan during the related Due Period and (ii) the Scheduled
        Principal Balance of each such Mortgage Loan that was purchased by an insurer
        from the Indenture Trustee during the related Prepayment Period pursuant
        to the
        related Primary Mortgage Insurance Policy, if any or otherwise; and

       

      (5)
        the
        applicable Senior Prepayment Percentage of the sum of (a) the Scheduled
        Principal Balance of each Mortgage Loan which was repurchased by the Mortgage
        Loan Seller in connection with such Payment Date and (b) the excess, if any,
        of
        the Scheduled Principal Balance of a Mortgage Loan that has been replaced
        by the
        Mortgage Loan Seller with an Eligible Substitute Mortgage Loan pursuant to
        the
        Loan Sale Agreement in connection with such Payment Date over the Scheduled
        Principal Balance of such Eligible Substitute Mortgage Loan.

       

      Senior
        Percentage:
        The
        lesser of (a) 100% and (b) the percentage obtained by dividing the aggregate
        Note Principal Balance of the Senior Notes immediately prior to such Payment
        Date, by the aggregate Scheduled Principal Balance of the Mortgage Loans
        as of
        the beginning of the related Due Period. The initial Senior Percentage will
        be
        equal to 95.90%.

       

      Senior
        Prepayment Percentage:
        The
        Senior Prepayment Percentage for the Class A-1, Class A-2, Class A-3 and
        Class
        A-4 Notes, as applicable, on any Payment Date occurring during the periods
        set
        forth below, as follows:

       

      
        	
                Period
                  (dates inclusive)

              	
                Senior
                  Prepayment Percentage

              
	
                March
                  25, 2006 - February 25, 2013

              	
                100%

              
	
                March
                  25, 2013 - February 25, 2014

              	
                Senior
                  Percentage plus 70% of the Subordinate Percentage

              
	
                March
                  25, 2014 - February 25, 2015 

              	
                Senior
                  Percentage plus 60% of the Subordinate Percentage

              
	
                March
                  25, 2015 - February 25, 2016

              	
                Senior
                  Percentage plus 40% of the Subordinate Percentage

              
	
                March
                  25, 2016 - February 25, 2017

              	
                Senior
                  Percentage plus 20% of the Subordinate Percentage

              
	
                March
                  25, 2017 and thereafter

              	
                Senior
                  Percentage 

              


      

      


      Any
        scheduled reduction to the Senior Prepayment Percentage for the Senior Notes
        shall not be made as of any Payment Date unless, as of the last day of the
        month
        preceding such Payment Date (1) the aggregate Scheduled Principal Balance
        of the
        Mortgage Loans delinquent 60 days or more (including for this purpose any
        such
        Mortgage Loans in foreclosure and bankruptcy and such Mortgage Loans with
        respect to which the related mortgaged property has been acquired by the
        Trust)
        averaged over the last six months, as a percentage of the aggregate Note
        Principal Balance of the Subordinate Notes does not exceed 50% and (2)
        cumulative Realized Losses on the Mortgage Loans do not exceed (a) 30% of
        the
        aggregate Note Principal Balance of the Original Subordinate Principal Balance
        if such Payment Date occurs between and including March 2013 and February
        2014,
        (b) 35% of the Original Subordinate Principal Balance if such Payment Date
        occurs between and including March 2014 and February 2015, (c) 40% of the
        Original Subordinate Principal Balance if such Payment Date occurs between
        and
        including March 2015 and February 2016, (d) 45% of the Original Subordinate
        Principal Balance if such Payment Date occurs between and including March
        2016
        and February 2017, and (e) 50% of the Original Subordinate Principal Balance
        if
        such Payment Date occurs during or after March 2017.

       

      In
        addition, if on any Payment Date the current Subordinate Percentage is equal
        to
        or greater than two times the initial Subordinate Percentage, and (a) the
        aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60
        days
        or more (including for this purpose any such Mortgage Loans in foreclosure
        and
        bankruptcy and such Mortgage Loans with respect to which the related mortgaged
        property has been acquired by the Trust), averaged over the last six months,
        as
        a percentage of the aggregate Note Principal Balance of the Subordinate Notes
        does not exceed 50% and (b)(i) on or prior to the Payment Date occurring
        in
        February 2009, cumulative Realized Losses on the Mortgage Loans as of the
        end of
        the related Prepayment Period do not exceed 20% of the Original Subordinate
        Principal Balance and (ii) after the Payment Date occurring in February 2009,
        cumulative Realized Losses on the Mortgage Loans as of the end of the related
        Prepayment Period do not exceed 30% of the Original Subordinate Principal
        Balance, then, in each case, the Senior Prepayment Percentage for the Senior
        Notes for such Payment Date will equal the related Senior Percentage for
        such
        Classes of Senior Notes; provided, however, if on such Payment Date the current
        Subordinate Percentage is equal to or greater than two times the initial
        Subordinate Percentage on or prior to the Payment Date occurring in February
        2009 and the above delinquency and loss tests are met, then the Senior
        Prepayment Percentage for the Senior Notes for such Payment Date, will equal
        the
        Senior Percentage for such Classes of Senior Notes plus 50% of the Subordinate
        Percentage on such Payment Date.

       

      Notwithstanding
        the foregoing, if on any Payment Date, the percentage, the numerator of which
        is
        the aggregate Note Principal Balance of the Senior Notes immediately preceding
        such Payment Date, and the denominator of which is the Scheduled Principal
        Balance of the Mortgage Loans as of the beginning of the related Due Period,
        exceeds such percentage as of the Cut-off Date, then the Senior Prepayment
        Percentage for the Senior Notes for such Payment Date will equal
        100%.

       

      Servicer:
        Wells
        Fargo Bank, N.A., and their respective successors and assigns.

       

      Servicer
        Remittance Date:
        With
        respect to each Mortgage Loan, the date set forth in the Wells Fargo Servicing
        Agreement. 

       

      Servicing
        Fee:
        As
        to any
        Mortgage Loan and Payment Date, an amount equal to the product of (i) the
        Scheduled Principal Balance of such Mortgage Loan as of the Due Date in the
        preceding calendar month and (ii) the applicable Servicing Fee
        Rate.

       

      Servicing
        Fee Rate:
        As
        to any
        Mortgage Loan, a per annum rate as set forth in the Mortgage Loan
        Schedule.

       

      Servicing
        Officer:
        Any
        officer of the Master Servicer involved in, or responsible for, the
        administration and servicing of the Mortgage Loans whose name and specimen
        signature appear on a list of servicing officers furnished to the Indenture
        Trustee by the Master Servicer, as such list may be amended from time to
        time.

       

      Single
        Owner:
        Any one
        Person which is treated for federal income tax purposes as owning directly,
        or
        indirectly through one or more entities that are disregarded as entities
        separate from such Person, 100% of the Certificates and Privately Offered
        Notes.

       

      Special
        Payment Date:
        The
        earliest date on which the proceeds from the Sale of Non-REMIC Eligible Assets
        can be paid and any losses realized upon such Sale can be allocated to the
        Privately Offered Notes; provided,
        however,
        such
        Special Payment Date shall occur no earlier than ten (10) Business Days after
        the completion of such Sale.

       

      Sponsor:
        CSE
        Mortgage LLC, and its successors and assigns.

       

      Standard
        & Poor’s:
        Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or its
        successor in interest.

       

      Statutory
        Trust Statute:
        Chapter
        38 of Title 12 of the Delaware Code, 12 Del.
        Code
§§3801 et seq.,
        as the
        same may be amended from time to time.

       

      Subordinate
        Notes:
        Any of
        the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
        Notes.

       

      Subordinate
        Optimal Principal Amount:
        With
        respect to the Subordinate Notes and each Payment Date will be an amount
        equal
        to the sum of the following (but in no event greater than the aggregate Note
        Principal Balances of the Subordinate Notes immediately prior to such Payment
        Date):

       

      (i) the
        applicable Subordinate Percentage of the principal portion of all Monthly
        Payments due on each Mortgage Loan on the related Due Date, as specified
        in the
        amortization schedule at the time applicable thereto (after adjustment for
        previous principal prepayments but before any adjustment to such amortization
        schedule by reason of any bankruptcy or similar proceeding or any moratorium
        or
        similar waiver or grace period);

       

      (ii) the
        applicable Subordinate Prepayment Percentage of the Scheduled Principal Balance
        of each Mortgage Loan which was the subject of a prepayment in full received
        by
        the Master Servicer during the applicable Prepayment Period;

       

      (iii)
         the
        applicable Subordinate Prepayment Percentage of all partial prepayments of
        principal received during the applicable Prepayment Period for each Mortgage
        Loan;

       

      (iv) the
        excess, if any, of (a) the Net Liquidation Proceeds allocable to principal
        received during the related Prepayment Period in respect of each Liquidated
        Mortgage Loan and all Subsequent Recoveries received in respect of each
        Liquidated Mortgage Loan during the related Due Period over (b) the sum of
        the
        amounts distributable to the holders of the Senior Notes pursuant to clause
        (4)
        of the definition of “Senior Optimal Principal Amount” on such Payment
        Date;

       

      (v) the
        applicable Subordinate Prepayment Percentage of the sum of (a) the Scheduled
        Principal Balance of each Mortgage Loan which was repurchased by the Mortgage
        Loan Seller in connection with such Payment Date and (b) the difference,
        if any,
        between the Scheduled Principal Balance of each Mortgage Loan that has been
        replaced by the Mortgage Loan Seller with a substitute mortgage loan pursuant
        to
        the Loan Purchase Agreement in connection with such Payment Date and the
        Scheduled Principal Balance of each such substitute mortgage loan;
        and

       

      (vi) on
        the
        Payment Date on which the Note Principal Balances of the Senior Notes have
        all
        been reduced to zero, 100% of any applicable Senior Optimal Principal
        Amount.

       

      Subordinate
        Percentage:
        As of
        any Payment Date, 100% minus the related Senior Percentage for the Senior
        Notes.
        The initial Subordinate Percentage will be equal to approximately
        4.10%.

       

      Subordinate
        Prepayment Percentage:
        As of
        any Payment Date, 100% minus the related Senior Prepayment Percentage, except
        that on any Payment Date after the Note Principal Balance of each class of
        Senior Notes has each been reduced to zero, if (A) the Subordinate Percentage
        on
        such Payment Date equals or exceeds two times the initial Subordinate Percentage
        and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans
        delinquent 60 days or more (including for this purpose any such Mortgage
        Loans
        in foreclosure and bankruptcy and Mortgage Loans with respect to which the
        related mortgaged property has been acquired by the Trust), averaged over
        the
        last six months, as a percentage of the sum of the aggregate Note Principal
        Balance of the Subordinate Notes does not exceed 100%, the Subordinate
        Prepayment Percentage for the Subordinate Notes will equal 100%. If the above
        test is not satisfied on any Payment Date after the Note Principal Balance
        of
        each class of Senior Notes has each been reduced to zero, then the Subordinate
        Prepayment Percentage shall equal zero for such Payment Date.

       

      Subordinate
        Writedown  Amount:
        With
        respect to the Subordinate Notes, the amount by which (a) the sum of the
        Note
        Principal Balances of the Class B Notes (after giving effect to the distribution
        of principal and the allocation of applicable Realized Losses in reduction
        on a
        pro rata basis of the Note Principal Balances of such Notes on such Payment
        Date) exceeds (b) the aggregate Scheduled Principal Balances of the Mortgage
        Loans on the Due Date related to such Payment Date.

       

      Substitute
        Mortgage Loan:
        A
        Mortgage Loan tendered to the Indenture Trustee pursuant to the Mortgage
        Loan
        Purchase Agreement or the Sale and Servicing Agreement, as applicable, in
        each
        case, (i) which has an Outstanding Principal Balance not greater nor materially
        less than the Mortgage Loan for which it is to be substituted; (ii) which
        has a
        Mortgage Interest Rate and Net Rate not less than, and not materially greater
        than, such Mortgage Loan; (iii) which has a maturity date not materially
        earlier
        or later than such Mortgage Loan and not later than the latest maturity date
        of
        any Mortgage Loan; (iv) which is of the same property type and occupancy
        type as
        such Mortgage Loan; (v) which has a Loan-to-Value Ratio not greater than
        the
        Loan-to-Value Ratio of such Mortgage Loan; (vi) which is current in payment
        of
        principal and interest as of the date of substitution; (vii) as to which
        the
        payment terms do not vary in any material respect from the payment terms
        of the
        Mortgage Loan for which it is to be substituted and (viii) which has a Gross
        Margin and Maximum Lifetime Mortgage Rate no less than those of such Mortgage
        Loan, has the same Index and interval between Interest Adjustment Dates as
        such
        Mortgage Loan, and a Minimum Lifetime Mortgage Rate no lower than that of
        such
        Mortgage Loan.

       

      Subordinate
        Note:
        Any of
        the Class B Notes or Class X Notes.

       

      Subsequent
        Recoveries:
        Means
        any amount recovered by the Servicer or the Master Servicer (net of reimbursable
        expenses) with respect to a Liquidated Mortgage Loan with respect to which
        a
        Realized Loss was incurred after the liquidation or disposition of such Mortgage
        Loan.

       

      TMP
        Trigger Event:
        The
        delivery of notice substantially in the form in Exhibit L of the Trust Agreement
        by a Single Owner to the Owner Trustee, the Depositor, the Securities
        Administrator and the Indenture Trustee to the effect such Holder intends
        to
        sell or otherwise transfer the Certificates or the Privately Offered Notes
        in a
        transaction such that, following the sale or other transfer, there will not
        be a
        Single Owner.

       

      Treasury
        Regulations:
        Regulations, including proposed or temporary Regulations, promulgated under
        the
        Code. References herein to specific provisions of proposed or temporary
        regulations shall include analogous provisions of final Treasury Regulations
        or
        other successor Treasury Regulations.

       

      Trust:
        The
        Bear Stearns ARM Trust 2006-1 created pursuant to the Trust
        Agreement.

       

      Trust
        Agreement:
        The
        Short-Form Trust Agreement, dated as of February 27, 2006, as amended by
        the
        Amended and Restated Trust Agreement, dated as of February 28, 2006, among
        the
        Owner Trustee, the Depositor and the Securities Administrator, relating to
        the
        Trust.

       

      Trust
        Estate:
        The
        meaning specified in the Granting Clause of the Indenture.

       

      Trust
        Indenture Act or TIA:
        The
        Trust Indenture Act of 1939, as amended from time to time, as in effect on
        any
        relevant date.

       

      UCC:
        The
        Uniform Commercial Code, as amended from time to time, as in effect in any
        specified jurisdiction.

       

      Underlying
        REMIC Trust:
        The new
        trust to be created pursuant to the Underlying REMIC Trust Pooling and Servicing
        Agreement in connection with the REMIC Conversion, as described in the Trust
        Agreement.

       

      Underlying
        REMIC Trust Pooling and Servicing Agreement:
        The new
        pooling and servicing agreement in the form of Exhibit K to the Trust Agreement
        to be entered into by the Depositor and the parties identified therein upon
        the
        REMIC Conversion, as described in the Trust Agreement, pursuant to which,
        among
        other events contemplated by the REMIC Conversion, the Underlying REMIC Trust
        will be formed and the REMIC Certificates will be issued.

       

      Underlying
        REMIC Trust Trustee:
        The
        Person designated as trustee of the Underlying REMIC Trust under the Underlying
        REMIC Trust Pooling and Servicing Agreement.

       

      Underwriter:
        Bear,
        Stearns & Co. Inc.

       

      Uninsured
        Cause:
        Any
        cause of damage to a Mortgaged Property or related REO Property such that
        the
        complete restoration of such Mortgaged Property or related REO Property is
        not
        fully reimbursable by the hazard insurance policies required to be maintained
        pursuant to the Wells Fargo Servicing Agreement, without regard to whether
        or
        not such policy is maintained.

       

      Wells
        Fargo:
        Wells
        Fargo Bank, N.A., and its successors and assigns.

       

      Wells
        Fargo Servicing Ageement:
        The
        Master Mortgage Loan Purchase Agreement, dated October 1, 2004, between EMC
        and
        Wells Fargo, attached as Exhibit C to the Sale and Servicing Agreement, as
        modified by the Assignment Agreement and the Amended and Restated Master
        Seller’s Warranties and Servicing Agreement dated November 1, 2005.