Exhibit 4.1

                                                                Execution Copy


               MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.,
                                   Depositor



                       UBS REAL ESTATE SECURITIES INC.,
                                  Transferor



                            WELLS FARGO BANK, N.A.,
                    Master Servicer and Trust Administrator



                             THE BANK OF NEW YORK
                                    Trustee


--------------------------------------------------------------------------------

                        POOLING AND SERVICING AGREEMENT
                         Dated as of February 1, 2007

--------------------------------------------------------------------------------


                       TBW MORTGAGE-BACKED TRUST 2007-1


               MORTGAGE PASS-THROUGH CERTIFICATES, Series 2007-1


<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                             <C>
ARTICLE I DEFINITIONS............................................................................................11

     Section 1.01.    Definitions................................................................................11
     Section 1.02.    Certain Calculations.......................................................................44
     Section 1.03.    Rights of the NIMS Insurer.................................................................44

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES..........................................45

     Section 2.01.    Conveyance of Mortgage Loans...............................................................45
     Section 2.02.    Acceptance by Trustee of the Mortgage Loans................................................49
     Section 2.03.    Remedies for Breaches of Representations and Warranties....................................51
     Section 2.04.    Representations and Warranties of the Depositor as to the Mortgage Loans...................53
     Section 2.05.    [Reserved].................................................................................53
     Section 2.06.    Execution and Delivery of Certificates.....................................................53
     Section 2.07.    REMIC Matters..............................................................................54
     Section 2.08.    Covenants of the Master Servicer...........................................................54
     Section 2.09.    Representations and Warranties of the Master Servicer......................................54

ARTICLE III ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS................................................56

     Section 3.01.    Master Servicing of Mortgage Loans.........................................................56
     Section 3.02.    Monitoring of Servicer.....................................................................56
     Section 3.03.    [Reserved].................................................................................58
     Section 3.04.    Rights of the Depositor and the Trustee in Respect of the Master Servicer..................58
     Section 3.05.    Trustee to Act as Master Servicer..........................................................58
     Section 3.06.    Protected Accounts.........................................................................59
     Section 3.07.    Collection of Mortgage Loan Payments; Collection Account; Distribution Account;
                      Class A-1 Cap Account; Class A-2 Cap Account; Class P Reserve Fund.........................60
     Section 3.08.    Collection of Taxes, Assessments and Similar Items; Escrow Accounts........................64
     Section 3.09.    Access to Certain Documentation and Information Regarding the Mortgage Loans...............64
     Section 3.10.    Permitted Withdrawals from the Collection Account, the Distribution Account the
                      Class A-1 Cap Account and the Class A-2 Cap Account and the Class P Reserve Fund...........65
     Section 3.11.    Maintenance of Hazard Insurance............................................................67
     Section 3.12.    Presentment of Claims and Collection of Proceeds...........................................68
     Section 3.13.    Maintenance of the Primary Insurance Policies..............................................68
     Section 3.14.    Realization upon Defaulted Mortgage Loans..................................................69
     Section 3.15.    REO Property...............................................................................69
     Section 3.16.    Due on Sale Clauses; Assumption Agreements.................................................70
</TABLE>

                                      i
<PAGE>
<TABLE>
<S>          <C>                                                                                                <C>
     Section 3.17.    Trustee to Cooperate; Release of Mortgage Files............................................70
     Section 3.18.    Documents, Records and Funds in Possession of the Master Servicer and the
                      Custodian to Be Held for the Trustee.......................................................71
     Section 3.19.    Master Servicing Compensation..............................................................72
     Section 3.20.    Access to Certain Documentation............................................................72
     Section 3.21.    Annual Statement as to Compliance..........................................................72
     Section 3.22.    Report on Assessment of Compliance and Attestation.........................................73
     Section 3.23.    Errors and Omissions Insurance; Fidelity Bonds.............................................76
     Section 3.24.    Class A-1 Cap Contract and the Class A-2 Cap Contract......................................76

ARTICLE IV DISTRIBUTIONS AND SERVICING ADVANCES..................................................................76

     Section 4.01.    Advances...................................................................................76
     Section 4.02.    Priorities of Distributions on the Certificates............................................77
     Section 4.03.    No Loss Allocation/Sequential Pay Trigger..................................................81
     Section 4.04.    Distribution Date Statements to Certificateholders.........................................82
     Section 4.05.    [Reserved].................................................................................85
     Section 4.06.    Supplemental Interest Trust................................................................85
     Section 4.07.    Distributions from the Class A-1 Cap Account and the Class A-2 Cap Account.................85
     Section 4.08.    Determination of LIBOR.....................................................................87

ARTICLE V THE CERTIFICATES.......................................................................................89

     Section 5.01.    The Certificates...........................................................................89
     Section 5.02.    Certificate Register; Registration of Transfer and Exchange of Certificates................90
     Section 5.03.    Mutilated, Destroyed, Lost or Stolen Certificates..........................................95
     Section 5.04.    Persons Deemed Owners......................................................................95
     Section 5.05.    Access to List of Certificateholders' Names and Addresses..................................96
     Section 5.06.    Maintenance of Office or Agency............................................................96

ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER.................................................................96

     Section 6.01.    Respective Liabilities of the Depositor and the Master Servicer............................96
     Section 6.02.    Merger or Consolidation of the Depositor and the Master Servicer...........................96
     Section 6.03.    Limitation on Liability of the Depositor, the NIMS Insurer, the Transferor, the
                      Master Servicer, the Trustee and Others....................................................97
     Section 6.04.    Limitation on Resignation of Master Servicer...............................................98
     Section 6.05.    Sale and Assignment of Master Servicing Rights.............................................98

ARTICLE VII DEFAULT..............................................................................................99

     Section 7.01.    Events of Default..........................................................................99
     Section 7.02.    Trustee to Act; Appointment of Successor..................................................101
     Section 7.03.    Notification to Certificateholders........................................................102

ARTICLE VIII CONCERNING THE TRUSTEE AND THE MASTER SERVICER.....................................................102

     Section 8.01.    Duties of Trustee.........................................................................102
     Section 8.02.    Certain Matters Affecting the Trustee.....................................................104
     Section 8.03.    Trustee Not Liable for Certificates or Mortgage Loans.....................................106
</TABLE>

                                      ii
<PAGE>
<TABLE>
<S>          <C>                                                                                               <C>
     Section 8.04.    Trustee May Own Certificates..............................................................106
     Section 8.05.    Trustee's Fees and Expenses...............................................................106
     Section 8.06.    Eligibility Requirements for Trustee......................................................107
     Section 8.07.    Resignation and Removal of Trustee........................................................107
     Section 8.08.    Successor Trustee.........................................................................108
     Section 8.09.    Merger or Consolidation of Trustee........................................................109
     Section 8.10.    Appointment of Co-Trustee or Separate Trustee.............................................109

ARTICLE IX CONCERNING THE TRUST ADMINISTRATOR...................................................................110

     Section 9.01.    Duties of Trust Administrator.............................................................110
     Section 9.02.    Certain Matters Affecting the Trust Administrator.........................................111
     Section 9.03.    Trust Administrator Not Liable for Certificates or Mortgage Loans.........................113
     Section 9.04.    Trust Administrator May Own Certificates..................................................113
     Section 9.05.    Trust Administrator's Fees and Expenses...................................................113
     Section 9.06.    Eligibility Requirements for Trust Administrator..........................................114
     Section 9.07.    Resignation and Removal of Trust Administrator............................................115
     Section 9.08.    Successor Trust Administrator.............................................................116
     Section 9.09.    Merger or Consolidation of Trust Administrator............................................117
     Section 9.10.    [Reserved]................................................................................117
     Section 9.11.    Tax Matters...............................................................................117
     Section 9.12.    Periodic Filing...........................................................................120

ARTICLE X TERMINATION...........................................................................................127

     Section 10.01.   Termination upon Liquidation or Purchase of Mortgage Loans................................127
     Section 10.02.   Additional Termination Requirements.......................................................131

ARTICLE XI MISCELLANEOUS PROVISIONS.............................................................................132

     Section 11.01.   Amendment.................................................................................132
     Section 11.02.   Recordation of Agreement; Counterparts....................................................134
     Section 11.03.   Governing Law.............................................................................134
     Section 11.04.   Intention of Parties......................................................................134
     Section 11.05.   Notices...................................................................................135
     Section 11.06.   Severability of Provisions................................................................136
     Section 11.07.   Assignment................................................................................136
     Section 11.08.   Limitation on Rights of Certificateholders................................................136
     Section 11.09.   Inspection and Audit Rights...............................................................137
     Section 11.10.   Certificates Nonassessable and Fully Paid.................................................137
     Section 11.11.   Compliance With Regulation AB.............................................................138
     Section 11.12.   Third Party Rights........................................................................138

ARTICLE XII CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER...................................................138

     Section 12.01.   Exercise of Voting Rights of Holder of the Insured Certificates...........................138
     Section 12.02.   Trustee and Trust Administrator to Act Solely with Consent of Class A-7A
                      Certificate Insurer.......................................................................138
     Section 12.03.   Trust Fund and Accounts Held for Benefit of Class A-7A Certificate Insurer................139
</TABLE>


                                  iii
<PAGE>
<TABLE>
<S>                 <C>                                                                                      <C>
     Section 12.04.   Claims Upon the Class A-7A Certificate Insurance Policy; Policy Payments Account..........139
     Section 12.05.   Effect of Payments by Class A-7A Certificate Insurer; Subrogation.........................143
     Section 12.06.   Trust Administrator to Hold the Class A-7A Certificate Insurance Policy...................143
     Section 12.07.   Termination of Certain of Class A-7A Certificate Insurer's Rights.........................144
     Section 12.08.   Survival of Indemnification...............................................................144


                                   SCHEDULES

Schedule I                 Mortgage Loan Schedule
Schedule II                Representations and Warranties as to the Mortgage Loans
Schedule III-A             Class A-1 Cap Contract Schedule
Schedule III-B             Class A-2 Cap Contract Schedule
Schedule IV                Class P Prepayment Charges Mortgage Loan Schedule


                                   EXHIBITS

Exhibit A:            Form of Senior Certificate                                                                A-1
Exhibit B:            Form of Mezzanine Certificate                                                             B-1
Exhibit C:            [Reserved]                                                                                C-1
Exhibit D-1:          Form of Class C Certificate                                                             D-1-1
Exhibit D-2:          Form of Class P Certificate                                                             D-2-1
Exhibit D-3:          Form of Class R Certificate                                                             D-3-1
Exhibit E-1:          [Reserved]                                                                              E-1-1
Exhibit E-2:          [Reserved]                                                                              E-2-1
Exhibit F:            Form of Reverse of Certificates                                                           F-1
Exhibit G:            [Reserved]                                                                                G-1
Exhibit H:            [Reserved]                                                                                H-1
Exhibit I:            Form of Class R Transfer Affidavit                                                        I-1
Exhibit J:            Form of Transferor Certificate                                                            J-1
Exhibit K:            Form of Investment Letter (Non Rule 144A)                                                 K-1
Exhibit L:            Form of Rule 144A Letter                                                                  L-1
Exhibit M:            Form of Request for Release of Documents                                                  M-1
Exhibit N:            Form of Sarbanes-Oxley Certification                                                      N-1
Exhibit O-1:          Form of Class A-1 Cap Contract                                                          O-1-1
Exhibit O-2:          Form of Class A-2 Cap Contract                                                          O-2-1
Exhibit P:            [Reserved]                                                                                P-1
Exhibit Q:            Form of Assessment of Compliance                                                          Q-1
Exhibit R:            [Reserved]                                                                                R-1
Exhibit S:            Additional Disclosure Notification                                                        S-1
Exhibit T:            Additional Form 10-D Disclosure                                                           T-1
Exhibit U:            Additional Form 10-K Disclosure                                                           U-1
Exhibit V:            Form 8-K Disclosure Information                                                           V-1
</TABLE>


                                      iv
<PAGE>

<TABLE>
<S>                                                                                                               <C>
Exhibit W:            [Reserved]                                                                                W-1
Exhibit X:            Assessments of Compliance and Attestation Reports Servicing Criteria                      X-1
</TABLE>

                                      v

<PAGE>

      THIS POOLING AND SERVICING AGREEMENT, dated as of February 1, 2007,
among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC., a Delaware
corporation, as depositor (the "Depositor"), UBS REAL ESTATE SECURITIES INC.,
a Delaware corporation, as transferor (the "Transferor"), WELLS FARGO BANK,
N.A., a national banking association ("Wells Fargo"), as master servicer (in
such capacity, the "Master Servicer"), and as trust administrator (in such
capacity, the "Trust Administrator") and THE BANK OF NEW YORK, a New York
banking corporation organized under the laws of New York, as trustee (in such
capacity, the "Trustee").

                          W I T N E S S E T H  T H A T

      In consideration of the mutual agreements herein contained, the parties
hereto agree as follows:

                             PRELIMINARY STATEMENT

      The Depositor is the owner of the Trust Fund that is hereby conveyed to
the Trustee in return for the Certificates. The Trust Fund is being conveyed
to the Trustee to create a trust for the benefit of the Certificateholders. As
provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i)
the right to receive and the obligation to pay Net Rate Carryover to the
extent such amounts would result in the payment of interest reflecting an
interest rate exceeding the REMIC Maximum Rate, (ii) the Class A-1 Cap
Contract and the Class A-2 Cap Contract (iii) the Carryover Reserve Account,
the Class A-1 Cap Account and the Class A-2 Cap Account, and (iv) the
Supplemental Interest Trust (collectively, the "Excluded Trust Assets")) be
treated for federal income tax purposes as comprising two real estate mortgage
investment conduits under Section 860D of the Code (each a "REMIC" or, in the
alternative the "Subsidiary REMIC," and the "Master REMIC"). Any
inconsistencies or ambiguities in this Agreement or in the administration of
this Agreement shall be resolved in a manner that preserves the validity of
such REMIC elections.


      Each Certificate, other than the Class R Certificates, represents
ownership of a regular interest in the Master REMIC for purposes of the REMIC
Provisions. In addition, each Certificate, other than the Class R, Class P and
Class C Certificates, represents the right to receive certain payments
reflecting an interest rate greater than the REMIC Maximum Rate to the extent
provided herein. The Class R Certificate represents ownership of the sole
Class of residual interest in each of the Subsidiary REMIC (the SR-R Interest)
and the Master REMIC (the M-R Interest) for purposes of the REMIC Provisions.

      The Master REMIC shall hold as its assets the uncertificated interests
in the Subsidiary REMIC, other than the SR-R interest. The Subsidiary REMIC
shall hold as its assets the property of the Trust Fund other than the
Excluded Trust Assets.

      The startup day for each REMIC created hereby for purposes of the REMIC
Provisions is the Closing Date. In addition, for purposes of the REMIC
Provisions, the latest possible maturity date for each regular interest in
each REMIC created hereby is the Latest Possible Maturity Date.



                                      6
<PAGE>

Subsidiary REMIC:

      The following table sets forth the designations, principal balances and
interest rates for each interest in the Subsidiary REMIC, each of which (other
than the SR-R interest) is hereby designated as a regular interest in the
Subsidiary REMIC (the "Subsidiary REMIC Regular Interests"):

                                                                   Corresponding
                                               Initial               Class of
Designation        Interest Rate          Principal Amount         Certificates
-----------        -------------          ----------------         ------------
SR-A-1                  (1)                      (2)                    A-1
SR-A-2                  (1)                      (2)                    A-2
SR-A-3                  (1)                      (2)                    A-3
SR-A-4                  (1)                      (2)                    A-4
SR-A-5                  (1)                      (2)                    A-5
SR-A-6                  (1)                      (2)                    A-6
SR-A-7A                 (1)                      (2)                   A-7A
SR-A-7B                 (1)                      (2)                   A-7B
SR-A-8                  (1)                      (2)                    A-8
SR-M-1                  (1)                      (2)                    M-1
SR-M-2                  (1)                      (2)                    M-2
SR-M-3                  (1)                      (2)                    M-3
SR-M-4                  (1)                      (2)                    M-4
SR-M-5                  (1)                      (2)                    M-5
SR-M-6                  (1)                      (2)                    M-6
SR-M-7                  (1)                      (2)                    M-7
SR-M-8                  (1)                      (2)                    M-8
SR-M-9                  (1)                      (2)                    M-9
SR-Q                    (1)                      (3)                    N/A
SR-R                    (4)                      (4)                    N/A
SR-P                    (5)                     $100                     P
____________   __
(1)   The interest rate with respect to any Distribution Date (and the related
      Accrual Period) for each of these Subsidiary REMIC Regular Interests is
      a per annum rate equal to the Net WAC.
(2)   This interest shall have an initial principal balance equal to one half
      of the Original Certificate Principal Balance of its Corresponding Class
      of Certificates.
(3)   This interest shall have an initial principal balance amount equal to
      the excess of (i) the aggregate Pool Balance as of the Cut-off Date,
      over (ii) the aggregate initial class principal amount of each other
      regular interest in the Subsidiary REMIC (other than the Class SR-P
      interest).
(4)   The SR-R Interest is the sole Class of residual interest in the
      Subsidiary REMIC. It does not have an interest rate or a principal
      balance.
(5)   The Class SR-P Interest is entitled to the Class P Prepayment Charges
      collected with respect to the Mortgage Loans.

      On each Distribution Date, interest shall be distributed on the
interests in the Subsidiary REMIC based on the above-described interest rates,
except that interest shall be deferred on the SR-Q Interest to the extent
necessary to make the principal distributions described below.



                                      7
<PAGE>

      On each Distribution Date, principal shall be distributed, and Realized
Losses shall be allocated, among the interests in the Subsidiary REMIC as
follows:

            (i)   first, concurrently to each Subsidiary REMIC Regular
                  Interest with a Corresponding Class of Certificates until
                  the principal balance of each such Subsidiary REMIC Regular
                  Interest equals 50% of the Class Principal Balance of the
                  Corresponding Class of Certificates for immediately after
                  such Distribution Date; and

            (ii)  second, to the SR-Q Interest.

      On each Distribution Date, the Trust Administrator shall distribute the
Class P Prepayment Charges with respect to the Mortgage Loans to the SR-P
Interest.

Master REMIC

      The following table sets forth the designations, principal balances and
interest rates for each interest in the Master REMIC, each of which (other
than the MR-R interest) is hereby designated as a regular interest in the
Master REMIC (the "Master REMIC Regular Interests"):

<TABLE>
<CAPTION>
                                                                Initial Aggregate             Latest Possible
      Designation           Pass-Through Rate(6)        Certificate Principal Balance ($)     Maturity Date(1)
      -----------           --------------------        ---------------------------------     ----------------
<S>                           <C>                                 <C>                        <C>
       Class A-1               Variable(2)                         284,586,000                 March 25, 2037
       Class A-2               Variable(2)                          86,219,000                 March 25, 2037
       Class A-3                  5.88%(3)                          70,445,000                 March 25, 2037
       Class A-4                  5.95%(3)                          58,039,000                 March 25, 2037
       Class A-5                  5.95%(3)                          34,583,000                 March 25, 2037
       Class A-6                  6.12%(3)                          38,205,000                 March 25, 2037
      Class A-7A                  6.11%(3)                          38,693,000                 March 25, 2037
      Class A-7B                  6.39%(3)                           7,458,000                 March 25, 2037
       Class A-8                  5.80%(3)                          73,537,000                 March 25, 2037
       Class M-1                  6.17%(3)                          13,303,000                 March 25, 2037
       Class M-2                  6.22%(3)                           7,021,000                 March 25, 2037
       Class M-3                  6.27%(3)                           4,803,000                 March 25, 2037
       Class M-4                  6.40%(3)                           4,434,000                 March 25, 2037
       Class M-5                  6.40%(3)                           2,586,000                 March 25, 2037
       Class M-6                  6.40%(3)                           2,586,000                 March 25, 2037
       Class M-7                  6.40%(3)                           2,586,000                 March 25, 2037
       Class M-8                  6.40%(3)                           2,586,000                 March 25, 2037
       Class M-9                  6.40%(3)                           3,695,000                 March 25, 2037
        Class C                     (4)                                     (4)                March 25, 2037
        Class P                    N/A(5)                                 $100                 March 25, 2037
       Class M-R                    (7)                                     (7)                N/A
</TABLE>
___________________
(1)   For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
      the Latest Possible Maturity Date has been designated as the "latest
      possible maturity date" for each Class of Certificates.



                                      8
<PAGE>

(2)   The Pass-Through Rate on any Distribution Date with respect to the Class
      A-1 and Class A-2 Certificates will be a per annum rate equal to the
      lesser of (i) One Month LIBOR for the related Accrual Period plus the
      related Certificate Margin for that Distribution Date and (ii) the
      related Net Rate Cap.
(3)   The Pass-Through Rate on any Distribution Date with respect to the Class
      A-3, Class A-4, Class A-5, Class A-6, Class A-7A, Class A-7B, Class A-8,
      Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8 and Class M-9 Certificates will be a per annum rate equal
      to the lesser of (i) the fixed rate for the related Accrual Period and
      (ii) the related Net Rate Cap. After the first possible optional
      termination date, if the optional termination is not exercised, the
      fixed rate for each class of certificates will increase by 0.50%.
(4)   The Class C Certificates will accrue interest at its variable
      Pass-Through Rate on the Notional Amount of the Class C Certificates
      outstanding from time to time. For purposes of the REMIC Provisions,
      Class C Certificates shall have an initial principal balance of
      $3,700,605.00. For each Distribution Date the Class CF Certificates are
      entitled to an amount equal to a specified portion of the interest
      payable on the Subsidiary REMIC Regular Interests (other than the SR-P
      Interests) equal to the excess of the Net WAC over the product of two
      and the weighted average interest rate of the Subsidiary REMIC Regular
      Interests (other than the SR-P Interests) with each such Class other
      than the SR-Q Subsidiary REMIC Interest, subject to a cap equal to the
      Pass-Through Rate of the Corresponding Master REMIC Class and the SR-Q
      Subsidiary REMIC Regular Interest subject to a cap of 0.00%. The
      Pass-Through Rate of the Class C Certificates shall be a rate sufficient
      to entitle it to an amount equal to all interest accrued on the Mortgage
      Loans less the interest accrued on the other Master REMIC Interests. The
      Class C distribution for any Distribution Date is payable from current
      interest on the Mortgage Loans and any related overcollateralization
      reduction for that Distribution Date.
(5)   The Class P Certificates will not accrue interest. The Class P
      Certificates shall be entitled to all amounts payable with respect to
      the Class SR-P Subsidiary REMIC Interest.
(6)   For purposes of the REMIC Provisions, the maximum rate of interest
      payable on the regular interest evidenced by this Certificate shall not
      exceed the REMIC Maximum Rate.
(7)   The M-R Interest is the sole Class of residual interest in the Master
      REMIC. It does not have an interest rate or a principal balance.

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

      Set forth below are designations of Classes of Certificates to the
categories used herein:

<TABLE>
<S>                                         <C>
Adjustable Rate Certificates............     The Class A-1 and Class A-2 Certificates.
Book-Entry Certificates.................     All Classes of Offered Certificates.
ERISA-Restricted Certificates...........     The Private Certificates, the Residual Certificates and, in
                                             general, any Certificates that do not satisfy the applicable
                                             ratings requirement under the Underwriter's Exemption, upon
                                             its acquisition.

ERISA-Restricted Cap Certificates.......     The Offered Certificates.
Fixed Rate Certificates.................     The Class A-3, Class A-4, Class A-5, Class A-6, Class A-7A,
                                             Class A-7B, Class A-8 Certificates and the Mezzanine
                                             Certificates.
Mezzanine Certificates..................     The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
                                             Class M-6, Class M-7, Class M-8 and Class M-9 Certificates.
Offered Certificates....................     The Senior Certificates and Mezzanine Certificates.
</TABLE>

                                      9
<PAGE>
<TABLE>
<S>                                          <C>
Physical Certificates...................     The Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
                                             Certificates, the Class C Certificates, the Class P
                                             Certificates and the Residual Certificates.
Private Certificates....................     The Class P Certificates and Class C Certificates.
Rating Agencies.........................     Moody's and S&P.
Regular Certificates....................     All Classes of Certificates, other than the Residual
                                             Certificates.
Residual Certificates...................     The Class R Certificates.
Senior Certificates.....................     The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
                                             Class A-6, Class A-7A, Class A-7B and Class A-8 Certificates.
Subordinate Certificates................     The Mezzanine Certificates and the Class C Certificates.
</TABLE>

      Defined terms and provisions herein relating to statistical rating
agencies not designated above as Rating Agencies shall be of no force or
effect.




                                      10
<PAGE>




                                  ARTICLE I

                                  DEFINITIONS

Section 1.01. Definitions.

          Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

          10-K Filing Deadline: As defined in Section 9.12.


          Account Property: All amounts and investments held from time to time
in a Securities Account (whether in the form of deposit accounts, physical
property, book-entry securities, uncertificated securities, securities
entitlements, investment property or otherwise), and all proceeds of the
foregoing.

          Accountant's Attestation: As defined in Section 3.22(b)(i).

          Accrual Period: With respect to any Distribution Date and the Fixed
Rate Certificates, the calendar month preceding the month in which such
Distribution Date occurs (calculated on a 30/360 day basis). With respect to
the first Distribution Date and the Adjustable Rate Certificates, the period
from the Closing Date to (but excluding) the first Distribution Date
(calculated on an actual/360 day basis). With respect to each Distribution
Date thereafter and the Adjustable Rate Certificates, from the prior
Distribution Date to (but excluding) the current Distribution Date (calculated
on an actual/360 day basis).

          Additional Disclosure Notification: As set forth in Exhibit S.

          Additional Form 10-D Disclosure: As defined in Section 9.12(a)(i).

          Additional Form 10-K Disclosure: As defined in Section 9.12(b)(i).

          Adjusted WAC: For any Distribution Date (and the related Accrual
Period), an amount equal to (i) two, multiplied by (ii) the weighted average
of the interest rates for such Distribution Date for the Subsidiary REMIC
Regular Interests (other than any interest only regular interest), weighted in
proportion to their class principal amounts as of the beginning of the related
Accrual Period and computed by subjecting the rate on each Subsidiary REMIC
Regular Interest that does not correspond to a Class of Certificates to a cap
of 0.00%, and by subjecting the rate on each remaining such Subsidiary REMIC
Regular Interest to a cap that corresponds to the Pass-Through Rate for the
Corresponding Class of Certificates, provided, however, that for each Class of
Adjustable Rate Certificates, the Pass-Through Rate shall be multiplied by an
amount equal to (a) the actual number of days in the Accrual Period, divided
by (b) 30.



                                      11
<PAGE>

          Advance: An advance of principal or interest required to be made by
the Servicer pursuant to the Servicing Agreement or required to be made by the
Master Servicer with respect to any Distribution Date pursuant to Section
4.01.

          Affiliate: When used with reference to a specified Person, another
Person that (i) directly or indirectly controls or is controlled by or is
under common control with the specified Person, (ii) is an officer of, partner
in or trustee of, or serves in a similar capacity with respect to, the
specified Person or of which the specified Person is an officer, partner or
trustee, or with respect to which the specified Person serves in a similar
capacity, or (iii) directly or indirectly is the beneficial owner of 10% or
more of any class of equity securities of the specified Person or of which the
specified Person is directly or indirectly the owner of 10% or more of any
class of equity securities.

          Agreement: This Pooling and Servicing Agreement and all amendments
or supplements hereto.

          Allocated Realized Loss Amount: With respect to any Distribution
Date, the amount, if any, by which the aggregate Class Principal Balance of
all Classes of Certificates (after all distributions of principal on such
Distribution Date) exceeds the aggregate Stated Principal Balance of the
Mortgage Loans as of the Due Date in the month of such Distribution Date.

          Amount Held for Future Distribution: As to any related Distribution
Date and any Mortgage Loan, the aggregate amount held in the Collection
Account at the close of business on the related Servicer Remittance Date with
respect to such Mortgage Loan at the close of business on the related Servicer
Remittance Date on account of (i) Principal Prepayments received after the
related Prepayment Period and Liquidation Proceeds and Insurance Proceeds
received in the month of such Distribution Date and (ii) all Scheduled
Payments due after the related Due Date.

          Annual Statement of Compliance: As defined in Section 3.21(a).

          Appraised Value: With respect to any Mortgage Loan, the Appraised
Value of the related Mortgaged Property shall be: (i) with respect to a
Mortgage Loan other than a Refinancing Mortgage Loan, the lesser of (a) the
value of the Mortgaged Property based upon the appraisal made at the time of
the origination of such Mortgage Loan and (b) the sales price of the Mortgaged
Property at the time of the origination of such Mortgage Loan; and (ii) with
respect to a Refinancing Mortgage Loan, the value of the Mortgaged Property
based upon the appraisal made at the time of the origination of such
Refinancing Mortgage Loan as modified by an updated appraisal.

          Assessment of Compliance: As defined in Section 3.22(a)(i).

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



                                      12
<PAGE>

          Assignment Agreement: The Reconstituted Servicing Agreement, dated
as of February 27, 2007, between TBW and the Depositor, whereby the Servicing
Agreement with respect to the Mortgage Loans was assigned to the Depositor and
the Trustee for the benefit of the Certificateholders and the Class A-7A
Certificate Insurer.

          Assignment of Proprietary Lease: With respect to a Cooperative
Mortgage Loan, the assignment or mortgage of the related Proprietary Lease
from the Mortgagor to the originator of the Cooperative Mortgage Loan.

          Auction Initiator: The Class C Certificateholder; provided, that if
the Class C Certificateholder has not exercised its rights to initiate an
auction under Section 10.01 on any date on which the Class C Certificateholder
is entitled to do so, and the Master Servicer has not exercised its
termination rights under Section 10.01 on any date on which the Master
Servicer is entitled to do so, the Auction Initiator shall be the Class A-7A
Certificate Insurer.

          Auction Date: As defined in Section 10.01(b).

          Auction Purchaser: As defined in Section 10.01(b).

          Auction Sale Price: As defined in Section 10.01(b).

          Available Funds: As to any Distribution Date, the sum of (a) the
Interest Remittance Amount for that Distribution Date and (b) the Principal
Remittance Amount for that Distribution Date.

          Bankruptcy Code: The United States Bankruptcy Reform Act of 1978, as
amended.

          Basic Principal Distribution Amount: With respect to each
Distribution Date, the lesser of:

          (a) the aggregate Class Principal Balance of the Senior and
Mezzanine Certificates immediately prior to such Distribution Date, and

          (b) the excess, if any, of (a) the Principal Remittance Amount for
such Distribution Date over (b) the Overcollateralization Release Amount for
such Distribution Date.

          Book-Entry Certificates: As specified in the Preliminary Statement.

          Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the City of New York, New York,
Minnesota, Maryland, or any city in which the Corporate Trust Office of the
Trustee or Trust Administrator is located are authorized or obligated by law
or executive order to be closed.

          Carryover Reserve Fund: The separate Eligible Account created and
initially maintained by the Trust Administrator pursuant to Section 4.09 in
the name of the Trust Administrator for the benefit of the Certificateholders
and designated "Wells Fargo Bank, N.A., for the benefit of The Bank of New
York, in trust for the registered Holders of TBW Mortgage-

                                      13
<PAGE>


Banked Trust 2007-1, Mortgage Pass-Through Certificates, Series 2007-1." Funds
in the Carryover Reserve Fund shall be held in trust for the
Certificateholders for the uses and purposes set forth in this Agreement.

          Certificate: Any one of the Certificates executed by the Trust
Administrator on behalf of the Trust and authenticated by the Trust
Administrator in substantially the forms attached hereto as Exhibits A through
F.

          Certificate Margin: The certificate margin with respect to each
Class of Adjustable Rate Certificates will be as set forth below:

                                                Margin
        Class                       (1)                      (2)
        -----                       ---                      ---
        A-1                         0.09%                   0.18%
        A-2                         0.15%                   0.30%

          (1) For each Distribution Date through and including the Optional
Termination Date.

          (2) For each Distribution Date after the Optional Termination Date.

          Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate.

          Certificate Principal Balance: With respect to any Certificate
(other than the Class C Certificates) at any date, the maximum dollar amount
of principal to which the Holder thereof is then entitled under this
Agreement, such amount being equal to the Denomination of that Certificate (A)
plus, with respect to the Mezzanine Certificates, any increase to the
Certificate Principal Balance of such Certificate pursuant to Section 4.02 due
to the receipt of Subsequent Recoveries and (B) minus the sum of (i) all
distributions of principal previously made with respect to that Certificate,
(ii) with respect to the Mezzanine Certificates, any Allocated Realized Loss
Amounts allocated to such Certificate on previous Distribution Dates pursuant
to Section 4.02(c) without duplication and (iii) with respect to the Class
A-7A Certificates, the amount of any payments under the Class A-7A Certificate
Insurance Policy relating to principal; provided, however, that solely for
purposes of determining the Premium Distribution Amount payable to the Class
A-7A Certificate Insurer and the Class A-7A Certificate Insurer's rights as
subrogee to the Holders of the Insured Certificates, the Certificate Principal
Balance of any Insured Certificate shall be deemed not to be reduced by any
principal amounts paid to the Holder thereof from payments made by the Class
A-7A Certificate Insurer under the Class A-7A Certificate Insurance Policy,
unless such amounts have been reimbursed to the Class A-7A Certificate Insurer
pursuant to Section 4.02. With respect to each Class C Certificate as of any
date of determination, an amount equal to the Percentage Interest evidenced by
such Certificate times the excess, if any, of (A) the then aggregate
Uncertificated Balance of the Subsidiary REMIC Regular Interests over (B) the
then aggregate Certificate Principal Balance of the Senior Certificates and
the Mezzanine Certificates then outstanding.

          Certificate Register: The register maintained pursuant to Section
5.02 hereof.



                                      14
<PAGE>

          Certificateholder or Holder: The person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purpose
of giving any consent pursuant to this Agreement, any Certificate registered
in the name of the Master Servicer or the Depositor or any affiliate of the
Master Servicer or the Depositor, as applicable, shall be deemed not to be
Outstanding and the Percentage Interest evidenced thereby shall not be taken
into account in determining whether the requisite amount of Percentage
Interests necessary to effect such consent has been obtained; provided,
however, that if any such Person (including the Master Servicer or the
Depositor) owns 100% of the Percentage Interests evidenced by a Class of
Certificates, such Certificates shall be deemed to be Outstanding for purposes
of any provision hereof that requires the consent of the Holders of
Certificates of a particular Class as a condition to the taking of any action
hereunder. The Trust Administrator is entitled to rely conclusively on a
certification of the Master Servicer or the Depositor or any affiliate of the
Master Servicer or the Depositor, as applicable, in determining which
Certificates are registered in the name of an affiliate of the Master Servicer
or the Depositor.

          Certification Parties: As defined in Section 9.12(b)(iv).

          Certifying Person: As defined in Section 9.12(b)(iv).

          Class: All Certificates bearing the same class designation as set
forth in the Preliminary Statement.

          Class A-1 Cap Account: A segregated trust account established and
maintained by the Trust Administrator pursuant to 3.07(i) of this agreement in
which payments received under the Class A-1 Cap Contract from the Class A-1
Cap Provider will be deposited.

          Class A-1 Cap Contract: The cap contract between the Class A-1 Cap
Provider and the Trust Administrator relating to the Certificates in the form
attached hereto as Exhibit O-1.

          Class A-1 Cap Contract Termination Date: The Distribution Date in
June 2009.

          Class A-1 Cap Provider: Bear Stearns Financial Products, Inc.

          Class A-2 Cap Account: A segregated trust account established and
maintained by the Trust Administrator pursuant to 3.07(j) of this agreement in
which payments received under the Class A-2 Cap Contract from the Class A-2
Cap Provider will be deposited.

          Class A-2 Cap Contract: The cap contract between the Class A-2 Cap
Provider and the Trust Administrator relating to the Certificates in the form
attached hereto as Exhibit O-2.

          Class A-2 Cap Contract Termination Date: The Distribution Date in
May 2010.

          Class A-2 Cap Provider: Bear Stearns Financial Products, Inc.

                                      15
<PAGE>

          Class A-7A Certificate Insurance Policy: The Financial Guaranty
Insurance Policy No. 492470 issued by the Class A-7A Certificate Insurer in
respect of the Insured Certificates, including any endorsements thereto.

          Class A-7A Certificate Insurer: MBIA Insurance Corporation, a New
York stock insurance company, and its successors in interest.

          Class A-7A Certificate Insurer Default: As defined in Section 12.01.

          Class A-7A Certificate Insurer Fee Rate: 0.07% per annum.

          Class A-7A Certificate Insurer Reimbursement Amount: With respect to
any Distribution Date, any amount owing to the Class A-7A Certificate Insurer
under Section 4.02 or 4.07 for reimbursement, with interest, for claims paid
with respect to the Class A-7A Certificates under the Class A-7A Certificate
Insurance Policy and any other amounts owing to the Class A-7A Certificate
Insurer under the Insurance Agreement and remaining unpaid for such
Distribution Date.

          Class C Certificate: Any one of the Class C Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit D-1.

          Class P Certificate: Any one of the Class P Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit D-2.

          Class P Prepayment Charges: Any prepayment premium, penalty or
charge to which the Trust is entitled with respect to the Mortgage Loans
identified on Schedule IV attached hereto.

          Class P Reserve Fund: The account established and maintained by the
Trust Administrator pursuant to Section 3.07(j).

          Class Principal Balance: With respect to any Class of Certificates
and as to any date of determination, the aggregate of the Certificate
Principal Balances of all Certificates of such Class as of such date.

          Clearstream: Clearstream Banking Luxembourg, formerly known as
Cedelbank SA.

          Closing Date: February 27, 2007.

          Code: The Internal Revenue Code of 1986, including any successor or
amendatory provisions.

          Collection Account: The separate Eligible Account or Accounts
created and maintained by the Master Servicer pursuant to Section 3.07(b) with
a depository institution in the name of the Master Servicer for the benefit of
the Trustee on behalf of Certificateholders and the




                                      16
<PAGE>

Class A-7A Certificate Insurer and designated "Wells Fargo Bank, N.A., for the
benefit of The Bank of New York, in trust for the registered Holders of TBW
Mortgage-Banked Trust 2007-1, Mortgage Pass-Through Certificates, Series
2007-1." The Collection Account may be deemed to be a sub-account of the
Distribution Account.

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

          Compensating Interest: With respect to any Distribution Date, the
amount required to be paid by the Servicer under the Servicing Agreement in
connection with Prepayment Interest Shortfalls that occur on the Mortgage
Loans for the related Distribution Date.

          Control Person: As defined in Section 8.05.

          Cooperative Corporation: With respect to any Cooperative Mortgage
Loan, the cooperative apartment corporation that holds legal title to the
related Cooperative Property and grants occupancy rights to units therein to
stockholders through Proprietary Leases or similar arrangements.

          Cooperative Lien Search: A search for (a) federal tax liens,
mechanics' liens, lis pendens, judgments of record or otherwise against (i)
the Cooperative Corporation and (ii) the seller of the Cooperative Unit, (b)
filings of Financing Statements and (c) the deed of the Cooperative Property
into the Cooperative Corporation.

          Cooperative Mortgage Loan: A Mortgage Loan that is secured by a
second lien on and a perfected security interest in Cooperative Shares and the
related Proprietary Lease granting exclusive rights to occupy the related
Cooperative Unit in the building owned by the related Cooperative Corporation.

          Cooperative Property: With respect to any Cooperative Mortgage Loan,
all real property and improvements thereto and rights therein and thereto
owned by a Cooperative Corporation including without limitation the land,
separate dwelling units and all common elements.

          Cooperative Shares: With respect to any Cooperative Mortgage Loan,
the shares of stock issued by a Cooperative Corporation and allocated to a
Cooperative Unit and represented by stock certificates.

          Cooperative Unit: With respect to any Cooperative Mortgage Loan, a
specific unit in a Cooperative Property.

          Corporate Trust Office: With respect to the Trustee, the designated
office of the Trustee at which at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office at
the date of execution of this Agreement is located at 101 Barclay Street, 4W,
New York, New York 10286, Attention: Structured Finance-- TBW Mortgage-Backed
Trust 2007-1, which is the address to which appropriate notices to and
correspondence with the Trustee should be directed.



                                      17
<PAGE>

          With respect to the Trust Administrator, the designated office of
the Trust Administrator at which at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office at
the date of execution of this Agreement is located for certificate transfer
purposes at Wells Fargo Center, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479, Attention: Corporate Trust Services--TBW 2007-1,
and for all other purposes at 9062 Old Annapolis Road, Columbia Maryland
21045, Attention: Corporate Trust Services--TBW 2007-1.

          Corresponding Class: With respect to any interest in the Subsidiary
REMIC, the Corresponding Class of Certificates identified in the table for the
Subsidiary REMIC in the Preliminary Statement.

          Covered Mortgage Loan: A Mortgage Loan categorized as Covered
pursuant to Appendix E of Standard & Poor's Glossary.

          Cumulative Loss Trigger Event: A Cumulative Loss Trigger Event is in
effect with respect to a Distribution Date on or after the Stepdown Date if
the aggregate amount of Realized Losses on the Mortgage Loans from (and
including) the Cut-off Date for each such Mortgage Loan to (and including) the
related Due Date (reduced by the aggregate amount of Subsequent Recoveries
received from the Cut-off Date through the Prepayment Period related to that
Due Date) exceeds the applicable percentage, for such Distribution Date, of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date, as set forth below:

<TABLE>
<CAPTION>
Distribution Date                          Percentage
-----------------                          ----------
<S>                                    <C>
March 2009 - February 2010                 0.25% with respect to March 2009, plus an additional 1/12th of 0.35% for
                                           each month thereafter through February 2010.
March 2010 - February 2011                 0.60% with respect to March 2010, plus an additional 1/12th of 0.45% for
                                           each month thereafter through February 2011.
March 2011 - February 2012                 1.05% with respect to March 2011, plus an additional 1/12th of 0.45% for
                                           each month thereafter through February 2012.
March 2012 - February 2013                 1.50% with respect to March 2012, plus an additional 1/12th of 0.25% for
                                           each month thereafter through February 2013.
March 2013 and thereafter                  1.75%.
</TABLE>

          Current Interest: With respect to each Class of Offered Certificates
and each Distribution Date, the interest accrued at the applicable
Pass-Through Rate for the applicable Accrual Period on the Class Principal
Balance of such Class immediately prior to such Distribution Date, reduced by
any Prepayment Interest Shortfalls not covered by Compensating Interest
Payments and Relief Act Reductions (allocated to each such Certificate based
on its respective entitlements to interest irrespective of any Prepayment
Interest Shortfalls and Relief Act Reductions for such Distribution Date).

          Custodian: Colonial Bank, N.A., and its successor and assigns or any
successor Custodian under the Custodial Agreement.

          Custodial Agreement: The Custodial Agreement, dated as of February
1, 2007, among the Trustee, the Trust Administrator and the Custodian.

                                      18
<PAGE>

          Cut-off Date: February 1, 2007.

          Cut-off Date Principal Balance: The aggregate Principal Balance of
the Mortgage Loans as of the close of business on the Cut-off Date, which
amount is equal to $739,065,704.84

          Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount
less than the then outstanding indebtedness under the Mortgage Loan, or any
reduction in the amount of principal to be paid in connection with any
Scheduled Payment that results in a permanent forgiveness of principal, which
valuation or reduction results from an order of such court which is final and
non-appealable in a proceeding under the Bankruptcy Code.

          Definitive Certificates: Any Physical Certificate issued pursuant to
Section 5.02(e).

          Deleted Mortgage Loan: Any Mortgage Loan that is replaced or
required to be replaced pursuant to Section 2.02 or 2.03.

          Delinquency Trigger Event: A Delinquency Trigger Event is in effect
with respect to a Distribution Date if the Rolling Sixty Day Delinquency Rate
for the outstanding Mortgage Loans equals or exceeds the product of 49.30% and
the Senior Enhancement Percentage for such Distribution Date.

          Delinquent: With respect to any Mortgage Loan, means that any
monthly payment with respect to such Mortgage Loan that is due on a Due Date
is not made by the close of business on the next scheduled Due Date for such
Mortgage Loan. A Mortgage Loan is "30 days Delinquent" if such monthly payment
has not been received by the close of business on the corresponding day of the
month immediately succeeding the month in which such monthly payment was due
or, if there was no such corresponding day (e.g., as when a 30-day month
follows a 31-day month in which a payment was due on the 31st day of such
month), then on the last day of such immediately succeeding month; and
similarly for "60 days Delinquent" and "90 days Delinquent," etc. (in each
case, after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period).

          Denomination: With respect to each Certificate, the amount set forth
on the face thereof as the "Initial Certificate Principal Balance of this
Certificate" or the "Initial Notional Amount of this Certificate" or, if
neither of the foregoing, the Percentage Interest appearing on the face
thereof.

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

          Depository: The initial Depository shall be The Depository Trust
Company, the nominee of which is CEDE & Co., as the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(a)(5) of the Uniform Commercial Code
of the State of New York.



                                      19
<PAGE>

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

          Determination Date: The date on which the Servicer is required to
determine the amount it is required to advance pursuant to the Servicing
Agreement.

          Distribution Account: The separate Eligible Account created and
maintained by the Trust Administrator pursuant to Section 3.07(d) in the name
of the Trustee for the benefit of the Certificateholders and the Class A-7A
Certificate Insurer and designated "The Bank of New York in trust for
registered holders of TBW Mortgage-Backed Trust 2007-1, Mortgage Pass-Through
Certificates, Series 2007-1." Funds in the Distribution Account shall be held
in trust for the Certificateholders and the Class A-7A Certificate Insurer for
the uses and purposes set forth in this Agreement.

          Distribution Account Deposit Date: As to any Distribution Date, one
Business Day prior to such Distribution Date.

          Distribution Date: Commencing in March 2007, the Distribution Date
shall be the 25th day of each calendar month after the initial issuance of the
Certificates, or if such 25th day is not a Business Day, the next succeeding
Business Day.

          Distribution Date Statement: The statement delivered to the
Certificateholders pursuant to Section 4.04.

          DTC: The Depository Trust Company.

          Due Date: With respect to each Mortgage Loan, the date on which the
Scheduled Payment is due each month.

          Due Period: With respect to each Distribution Date, the period
commencing on the second day of the month preceding the month of the
Distribution Date and ending on the first day of the month of the Distribution
Date.

          Eligible Account: Any of (i) an account or accounts maintained with
a federal or state chartered depository institution or trust company the short
term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have either (a) a
rating of at least "A-2" by S&P at the time any amounts are held on deposit
therein, if the amounts on deposit are to be held in the account for no more
than 30 days and are not intended to be used as credit enhancement (provided,
that if such rating falls below "A-2" by S&P, funds in such account shall
immediately be transferred to an otherwise Eligible Account) or (b) the
highest short term ratings of each Rating Agency at the time any amounts are
held on deposit therein, if the amounts on deposit are to be held in the
account for more than 30 days or are intended to be used as credit
enhancement, or (ii) an account or accounts in a depository institution or
trust company in which such accounts are insured by the FDIC (to the limits
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered
to the Trustee, the Trust


                                      20
<PAGE>

Administrator, the Class A-7A Certificate Insurer and the NIMS Insurer and to
each Rating Agency, the Certificateholders 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 or trust company in which such account is maintained,
or (iii) a non interest bearing segregated trust account or accounts
maintained with (a) the trust department of a federal or state chartered
depository institution or (b) a trust company, acting in its fiduciary
capacity or (iv) any other account acceptable to each Rating Agency. Eligible
Accounts may bear interest, and may include, if otherwise qualified under this
definition, accounts maintained with the Trust Administrator.

          Eligible Substitute Mortgage Loan: With respect to a Mortgage Loan
substituted by the Transferor for a Deleted Mortgage Loan, a Mortgage Loan
which must, on the date of such substitution, (i) have a Principal Balance,
(or, in the case of a substitution of more than one mortgage loan for a
Deleted Mortgage Loan, an aggregate Principal Balance), not in excess of, and
not more than 10% less than the Principal Balance of the Deleted Mortgage
Loan; (ii) be accruing interest at a rate no lower than and not more than 1%
per annum higher than, that of the Deleted Mortgage Loan; (iii) have a
Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv)
have a remaining term to maturity no greater than (and not more than one year
less than that of) the Deleted Mortgage Loan; (v) comply with each
representation and warranty set forth in Section 2.03 hereof; (vi) be the same
credit grade category as the Deleted Mortgage Loan; (vii) have the same
prepayment penalty term; and (viii) not be a Cooperative Mortgage Loan unless
the Deleted Mortgage Loan was a Cooperative Mortgage Loan.

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

          ERISA Qualifying Underwriting: A best efforts or firm commitment
underwriting or private placement that meets the requirements (without regard
to the ratings requirements) of an Underwriter's Exemption.

          ERISA-Restricted Certificate: As specified in the Preliminary
Statement.

          Euroclear: The Euroclear System.

          Excess Proceeds: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage
Loan received in the calendar month in which such Mortgage Loan became a
Liquidated Mortgage Loan, exceeds (i) the Principal Balance of such Liquidated
Mortgage Loan as of the Due Date in the month in which such Mortgage Loan
became a Liquidated Mortgage Loan plus (ii) accrued interest at the Mortgage
Rate from the Due Date as to which interest was last paid or advanced (and not
reimbursed) to Certificateholders up to the Due Date applicable to the
Distribution Date immediately following the calendar month during which such
liquidation occurred.

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

                                      21
<PAGE>

          Excluded Interest Payments: The excess of the amount of interest
that accrues on the Adjustable Rate Certificates for the first Accrual Period
over the amount of interest that would have accrued on such Certificates had
the first Accrual Period started on the Closing Date.

          Fannie Mae: Fannie Mae, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.

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

          Final Certification: With respect to the Custodian, the
certification required to be delivered by the Custodian not later than 90 days
after the Closing Date to the Depositor, the Depositor, the Class A-7A
Certificate Insurer, the Trustee, the Trust Administrator and the Transferor
pursuant to Section 6 of the Custodial Agreement in the form annexed thereto
as Exhibit 2.

          Financing Statement: A financing statement in the form of a UCC-1 or
UCC-3, as applicable, filed pursuant to the Uniform Commercial Code to perfect
a security interest in the Cooperative Shares and Pledge Instruments.

          Fixed Rate: With respect to any Class of Fixed Rate Certificates,
the Pass Through Rate as set forth in the Preliminary Statement.

          Fixed Rate Certificates: As defined in the Preliminary Statement.

          Form 8-K Disclosure Information: As defined in Section 9.12(c)(i).

          Freddie Mac: Freddie Mac, a corporate instrumentality of the United
States created and existing under Title III of the Emergency Home Finance Act
of 1970, as amended, or any successor thereto.

          High Cost Mortgage Loan: A Mortgage Loan classified as (a) a "high
cost" loan under the Home Ownership and Equity Protection Act of 1994, (b) a
"high cost home," "threshold," "covered," (excluding New Jersey "Covered Home
Mortgage Loans" as that term is defined in clause (1) of the definition of
that term in the New Jersey Home Ownership Security Act of 2002), "high risk
home," "predatory" or similar loan under any other applicable state, federal
or local law (or a similarly classified loan using different terminology under
a law imposing heightened regulatory scrutiny or additional legal liability
for residential mortgage loans having high interest rates, points and/or fees)
or (c) a Mortgage Loan categorized as High Cost pursuant to Appendix E of
Standard and Poor's Glossary.

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

                                      22
<PAGE>

          Home Loan: A Mortgage Loan categorized as a Home Loan pursuant to
Appendix E of Standard & Poor's Glossary.

          Homeownership Act: The federal Truth-in-Lending Act as amended by
the Home Ownership and Equity Protection Act of 1994.

          Indenture: Any indenture pursuant to which notes are issued as to
which the NIMS Insurer guaranteed payment.

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

          Indirect Participant: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a custodial
relationship with a Depository Participant.

          Initial Certification: With respect to the Custodian, the
certification required to be executed by the Custodian and delivered on the
Closing Date to the Depositor, the Trust Administrator and the Trustee
pursuant to Section 4 of the Custodial Agreement in the form annexed thereto
as Exhibit 1.

          Initial LIBOR Rate: 5.320% per annum.

          Insolvency Proceeding: With respect to any Person: (i) any case,
action, or proceeding with respect to such Person before any court or other
governmental authority relating to bankruptcy, reorganization, insolvency,
liquidation, receivership, dissolution, winding up, or relief of debtors; or
(ii) any general assignment for the benefit of creditors, composition,
marshaling of assets for creditors, or other, similar arrangement in respect
of the creditors generally of such Person or any substantial portion of such
Person's creditors, in any case undertaken under federal, state or foreign
law, including the Bankruptcy Code.

          Insurance Agreement: The Insurance Agreement, dated as of February
1, 2007, among the Class A-7A Certificate Insurer, the Master Servicer, the
Trust Administrator, the Servicer, the Transferor, the Depositor and the
Trustee.

          Insurance Policy: With respect to any Mortgage Loan included in the
Trust Fund, any insurance policy (other than the Class A-7A Certificate
Insurance Policy), including all riders and endorsements thereto in effect,
including any replacement policy or policies for any Insurance Policies.

          Insurance Proceeds: Proceeds paid by an insurer pursuant to any
title policy, hazard policy or other Insurance Policy covering a Mortgage Loan
to the extent such proceeds


                                      23
<PAGE>

are not to be applied to the restoration of the related Mortgaged Property or
released to the Mortgagor in accordance with the procedures that the Servicer
would follow in servicing mortgage loans held for its own account, subject to
the terms and conditions of the related Mortgage Note and Mortgage.

          Insured Certificates: The Class A-7A Certificates.

          Insured Expenses: Expenses covered by an Insurance Policy or any
other insurance policy with respect to the Mortgage Loans.

          Interest Carryforward Amount: With respect to each Class of Senior
Certificates and Mezzanine Certificates and each Distribution Date, the sum of
(A) the excess of (i) the sum of the Current Interest for such Class with
respect to prior Distribution Dates and any unpaid Interest Carryforward
Amount from the immediately preceding Distribution Date over (ii) the amount
actually distributed to such Class with respect to interest on such prior
Distribution Dates and (B) interest on such amount in (A) for the related
Accrual Period at the applicable Pass-Through Rate.

          Interest Remittance Amount: With respect to the Mortgage Loans and
any Distribution Date, (x) the sum, without duplication, of (i) all scheduled
interest on the Mortgage Loans due on the related Due Date and received on or
prior to the related Determination Date, less the related Servicing Fees and
any payments made in respect of premiums on lender paid insurance mortgage
loans, (ii) all interest on Principal Prepayments on the Mortgage Loans, (iii)
all Advances relating to interest with respect to the Mortgage Loans, (iv) all
Compensating Interest with respect to such Mortgage Loans and (v) Liquidation
Proceeds with respect to the Mortgage Loans during the related Prepayment
Period (to the extent such Liquidation Proceeds relate to interest), less (y)
all reimbursements to the Master Servicer since the immediately preceding Due
Date for Nonrecoverable Advances of interest previously made.

          Last Scheduled Distribution Date: The Distribution Date occurring in
March, 2037.

          Late Payment Rate: As defined in the Insurance Agreement.

          Latest Possible Maturity Date: The Distribution Date following the
third anniversary of the scheduled maturity date of the Mortgage Loan having
the latest scheduled maturity date as of the Cut-off Date.

          LIBOR: As to any Distribution Date, the arithmetic mean of the
London Interbank offered rate quotations for one month U.S. Dollar deposits,
as determined by the Trust Administrator in accordance with Section 4.08.

          LIBOR Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the State of New York or in the
City of London, England are required or authorized by law to be closed.



                                      24
<PAGE>

          LIBOR Determination Date: As to any Distribution Date, other than
the first Distribution Date, and any Class of LIBOR Certificates, the second
LIBOR Business Day prior to the beginning of the applicable Accrual Period for
such Class and such Distribution Date.

          Liquidated Mortgage Loan: With respect to any Distribution Date, (i)
a defaulted Mortgage Loan (including any REO Property) which was liquidated in
the calendar month preceding the month of such Distribution Date and as to
which the Servicer or the Master Servicer, as the case may be, has determined
(in accordance with the Servicing Agreement and this Agreement) that it has
received all amounts it expects to receive in connection with the liquidation
of such Mortgage Loan, including the final disposition of an REO Property or
(ii) any Mortgage Loan that becomes 180 days or more delinquent in the
calendar month preceding the month of such Distribution Date.

          Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise
or amounts received in connection with any condemnation or partial release of
a Mortgaged Property and any other proceeds received in connection with an REO
Property, less the sum of related unreimbursed Servicing Fees and Servicing
Advances.

          Loan-to-Value Ratio: With respect to any Mortgage Loan and as to any
date of determination, the fraction (expressed as a percentage) the numerator
of which is the principal balance of the related Mortgage Loan at such date of
determination and the denominator of which is the Appraised Value of the
related Mortgaged Property. For purposes of representation (xxxiii) of
Schedule II, the Loan-to-Value Ratio will be the loan-to-value ratio
calculated in accordance with applicable state laws regarding primary mortgage
insurance.

          Lost Mortgage Note: Any Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.

          Majority Holder: As to any Class of Regular Certificates, the Holder
of Certificates of such Class evidencing, in the aggregate, at least 51% of
the Percentage Interests evidenced by all Certificates of such Class.

          Majority in Interest: As to any Class of Regular Certificates, the
Holders of Certificates of such Class evidencing, in the aggregate, at least
51% of the Percentage Interests evidenced by all Certificates of such Class.

          Master REMIC: As specified in the Preliminary Statement.

          Master Servicer: Wells Fargo Bank, N.A., a national banking
association, and its successors and assigns, in its capacity as Master
Servicer hereunder, or any successor Master Servicer hereunder.

          Master Servicer Compensation: All investment earnings on amounts on
deposit in the Collection Account.

          Master Servicer Event of Termination: As defined in Section 7.01
hereof.

                                      25
<PAGE>

          Master Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the administration and master servicing of
the Mortgage Loans.

          MERS: As defined in Section 2.01.

          Mezzanine Certificates: As defined in the Preliminary Statement.

          Mezzanine Principal Distribution Amount: For any Class of Mezzanine
Certificates and Distribution Date, the excess, if any, of:

     (a)  the sum of:

          (i) the aggregate Class Principal Balance of the Senior Certificates
(after taking into account the distribution of the Senior Principal
Distribution Amount for such Distribution Date),

          (ii) the aggregate Class Principal Balance of any Class(es) of
Mezzanine Certificates that are senior to the subject Class (in each case,
after taking into account the distribution of the applicable Mezzanine
Principal Distribution Amount(s) for such more senior Class(es) of
Certificates for such Distribution Date), and

          (iii) the Class Principal Balance of such Class of Mezzanine
Certificates immediately prior to such Distribution Date, over

          (b) the lesser of (a) the product of (x) 100% minus the applicable
Stepdown Target Subordination Percentage for the subject Class of Mezzanine
Certificates for that Distribution Date and (y) the aggregate Stated Principal
Balance of the Mortgage Loans as of the Due Date in the month of that
Distribution Date (after giving effect to principal prepayments received in
the related Prepayment Period) and (b) the aggregate Stated Principal Balance
of the Mortgage Loans as of the Due Date in the month of that Distribution
Date (after giving effect to principal prepayments received in the related
Prepayment Period) minus the OC Floor; provided, however, that if the Class
Principal Balance of each Class of Senior Certificates has been reduced to
zero, and such Class of Mezzanine Certificates is the only Class of Mezzanine
Certificates outstanding on such Distribution Date, that Class will be
entitled to receive the entire remaining Principal Distribution Amount until
its Class Principal Balance is reduced to zero.

          Moody's: Moody's Investors Service, Inc., or any successor thereto.
If Moody's is designated as a Rating Agency in the Preliminary Statement, for
purposes of Section 11.05(b), the address for notices to Moody's shall be
Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,
Attention: Residential Mortgage Monitoring Group, or such other address as
Moody's may hereafter furnish to each other party to this Agreement.

          Mortgage: The mortgage, deed of trust or other instrument creating a
second lien on an estate in fee simple or leasehold interest in real property
securing a Mortgage Note.

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



                                      26
<PAGE>

          Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase and
Servicing Agreement, dated as of February 1, 2007, between the Transferor and
the Depositor.

          Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time amended by the Custodian to reflect the addition of Eligible Substitute
Mortgage Loans and the deletion of Deleted Mortgage Loans pursuant to the
provisions of this Agreement) transferred to the Custodian on behalf of the
Trustee as part of the Trust Fund and from time to time subject to this
Agreement, attached hereto as Schedule I, setting forth the following
information with respect to each Mortgage Loan: (1) the Mortgage Loan
identifying number; (2) the Mortgagor's first and last name; (3) the street
address of the Mortgaged Property including the city, state and zip code; (4)
the original principal balance of the Mortgage Loan; (5) the Scheduled
Principal Balance of the Mortgage Loan as of the close of business on the Cut
off Date; (6) the unpaid principal balance of the Mortgage Loan as of the
close of business on the Cut off Date; (7) the last scheduled Due Date on
which a Scheduled Payment was applied to the Scheduled Principal Balance; (8)
the last Due Date on which a Scheduled Payment was actually applied to the
unpaid principal balance; (9) the Mortgage Rate in effect immediately
following origination; (10) the Mortgage Rate in effect immediately following
the Cut off Date (if different from (9)); (11) the amount of the Scheduled
Payment at origination; (12) the amount of the Scheduled Payment as of the Cut
off Date (if different from (11)); (13) a code indicating whether the
Mortgaged Property is owner occupied, a second home or an investor property;
(14) a code indicating whether the Mortgaged Property is a single family
residence, a two family residence, a three family residence, a four family
residence, a planned unit development, a condominium or a Cooperative Unit;
(15) a code indicating the loan purpose (i.e., purchase, rate/term refinance,
cash out refinance); (16) the stated maturity date; (17) the original months
to maturity; (18) the remaining months to maturity from the Cut off Date based
on the original amortization Schedule and, if different, the remaining months
to maturity expressed in the same manner but based on the actual amortization
schedule; (19) the origination date of the Mortgage Loan; (20) the
Loan-to-Value Ratio at origination; (21) the date on which the first Scheduled
Payment was due on the Mortgage Loan after the origination date; (22) a code
indicating the documentation style of the Mortgage Loan; (23) a code
indicating if the Mortgage Loan is subject to a Primary Insurance Policy and,
if so, the name of the Qualified Mortgage Insurer, the certificate number and
the coverage amount of the Primary Insurance Policy; (24) the Servicing Fee
Rate, and if such rate is subject to change, the date such rate will change
and the Servicing Fee Rate applicable thereafter; (25) a code indicating
whether the Mortgage Loan is subject to a prepayment penalty and, if so, the
term of such prepayment penalty and whether the same shall be a Class P
Prepayment Charge; (26) the credit score (or mortgage score) of the Mortgagor;
(27) the debt to income ratio of the Mortgage Loan; (28) the next Adjustment
Date; (29) the lifetime mortgage rate cap; (30) the Periodic Rate Cap; (31)
the maximum interest rate; (32) the minimum interest rate; (33) [reserved];
(34) the date on which the Mortgage Loan was transferred to the Transferor;
(35) [reserved]; (36) the initial Servicer; (37) a code indicating the
originator of the Mortgage Loan; (38) a code indicating whether the Mortgage
Loan is a Cooperative Mortgage Loan; (39) a code indicating the Custodian; and
(40) a code indicating whether such Mortgage Loan is a Home Loan.

          Mortgage Loans: Such of the mortgage loans and cooperative loans
transferred and assigned to the Trustee pursuant to the provisions hereof as
from time to time are held as a part of the Trust Fund (including any REO
Property), the mortgage loans so held being identified




                                      27
<PAGE>

in the Mortgage Loan Schedule, notwithstanding foreclosure or other
acquisition of title of the related Mortgaged Property. With respect to each
Mortgage Loan that is a Cooperative Mortgage Loan, if any, "Mortgage Loan"
shall include, but not be limited to, the related Mortgage Note, Security
Agreement, Assignment of Proprietary Lease, Recognition Agreement, Cooperative
Shares and Proprietary Lease and, with respect to each Mortgage Loan other
than a Cooperative Mortgage Loan, "Mortgage Loan" shall include, but not be
limited to the related Mortgage and the related Mortgage Note.

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

          Mortgage Pool: The pool of Mortgage Loans included in the Trust.

          Mortgage Rate: With respect to any Mortgage Loan, the per annum
interest rate at which such Mortgage Loan accrues interest.

          Mortgaged Property: The property securing a Mortgage Loan which will
consist of one- to four-family residential properties consisting of attached
or detached one- to four-family dwelling units and individual condominium
units.

          Mortgagor: Each obligor on a Mortgage Note.

          Net Monthly Excess Cashflow: With respect to any Distribution Date,
the sum for such Distribution Date of (a) any Overcollateralization Release
Amount and (b) the excess of (x) the aggregate Available Funds for such
Distribution Date over (y) the sum for such Distribution Date of (A) the
Current Interest for the Senior Certificates and Mezzanine Certificates, (B)
the Interest Carryforward Amount for the Senior Certificates and Mezzanine
Certificates, (C) the Principal Remittance Amount, (D) the Premium
Distribution Amount and (E) the Class A-7A Certificate Insurer Reimbursement
Amount.

          Net Mortgage Rate: As to each Mortgage Loan, the applicable Mortgage
Rate thereof as of the due date occurring in the month preceding the month of
the Distribution Date (after giving effect to principal prepayments in the
prepayment period related to that prior due date) minus the related Servicing
Fee Rate and any lender paid mortgage insurance premiums for such Mortgage
Loan (expressed as a per annum percentage of its Stated Principal Balance).

          Net Rate Cap: For each Distribution Date and the following Classes
of Certificates is:

          (a) with respect to the Fixed Rate Certificates (other than the
Class A-7A Certificates), the Net WAC;

          (b) With respect to the Class A-7A Certificates, the excess, if any
of the Net WAC over the Class A-7A Certificate Insurer Fee Rate; and

          (c) with respect to the Adjustable Rate Certificates:

               (i) the Net WAC, multiplied by a fraction,

                                      28
<PAGE>

                    (1)  the numerator of which is 30, and

                    (2)  the denominator of which is the actual number of days
                         in the immediately preceding Accrual Period

          Net Rate Carryover: For each Class of Senior Certificates and
Mezzanine Certificates on any Distribution Date is equal to the sum of:

      (a) the excess, if any, of:

          (i) the amount of interest that such Class would have accrued for
such Distribution Date had the Pass-Through Rate for that Class and the
related Accrual Period not been calculated based on the related Net Rate Cap,
over

          (ii) the amount of interest such Class accrued on such Distribution
Date based on the related Net Rate Cap, and

      (b) the unpaid portion of any such excess from prior Distribution
Dates (and interest accrued thereon at the then applicable Pass-Through Rate,
without giving effect to the related Net Rate Cap).

          Net WAC: For any Distribution Date, the weighted average of the Net
Mortgage Rate of each Mortgage Loan, weighted on the basis of its Stated
Principal Balance as of the Due Date occurring in the month preceding the
month of that Distribution Date (after giving effect to principal prepayments
in the Prepayment Period related to that prior Due Date).

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

          NIMS Insurer Default: The continuance of any failure by the NIMS
Insurer, if any, to make a required payment under the policy insuring the net
interest margin securities.

          Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made by the Servicer or the Master Servicer, as the case may
be, that, in the good faith judgment of the Servicer or the Master Servicer,
as applicable, will not be ultimately recoverable by the Servicer or the
Master Servicer from the related Mortgagor, related Liquidation Proceeds or
otherwise.

          Notice of Final Distribution: The notice to be provided pursuant to
Section 10.02 to the effect that final distribution on any of the Certificates
shall be made only upon presentation and surrender thereof.

          Notional Amount: With respect to the Class C Certificates and any
Distribution Date, the aggregate Uncertificated Balance of the Subsidiary
REMIC Regular Interests for such Distribution Date.



                                      29
<PAGE>

          OC Floor: An amount equal to 0.35% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.

          Offered Certificates: As specified in the Preliminary Statement.

          Officer's Certificate: A certificate (i) signed by the Chairman of
the Board, the Vice Chairman of the Board, the President, a Managing Director,
a Vice President (however denominated), an Assistant Vice President, the
Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant
Secretaries of the Depositor or the Master Servicer, or (ii) if provided for
in this Agreement, signed by a Master Servicing Officer, as the case may be,
and delivered to the Depositor, the Trustee, the Class A-7A Certificate
Insurer and the Trust Administrator, as the case may be, as required by this
Agreement.

          Opinion of Counsel: A written opinion of counsel, who may be counsel
for the Depositor or the Master Servicer, including in house counsel,
reasonably acceptable to the Trustee, the Class A-7A Certificate Insurer or
the Trust Administrator, as applicable; provided, however, that, with respect
to the interpretation or application of the REMIC Provisions, such counsel
must (i) in fact be independent of the Depositor and the Master Servicer, (ii)
not have any direct financial interest in the Depositor or the Master Servicer
or in any affiliate of either, and (iii) not be connected with the Depositor
or the Master Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.

          Optional Termination: The termination of the Trust created hereunder
in connection with the auction or purchase of the Mortgage Loans pursuant to
Section 10.01 hereof.

          Optional Termination Date: As specified in Section 10.01(a) hereof.

          Order: A final nonappealable order of a court or other body
exercising jurisdiction in an Insolvency Proceeding by or against the Trust,
to the effect that a Holder or the Trust Administrator is required to return
or repay all or a portion of a Preference Amount.

          Originator: Taylor, Bean & Whitaker Mortgage Corp.

          Original Certificate Principal Balance: The Certificate Principal
Balance of the Senior Certificates or the Mezzanine Certificates on the
Closing Date.

          OTS: The Office of Thrift Supervision.

          Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and authenticated under
this Agreement except:

      (a) Certificates theretofore canceled by the Trust Administrator or
delivered to the Trust Administrator for cancellation; and

      (b) Certificates in exchange for which or in lieu of which other
Certificates have been executed and delivered by the Trust Administrator
pursuant to this Agreement.


                                      30
<PAGE>

          Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with
a Principal Balance greater than zero that was not the subject of a Principal
Prepayment in Full prior to such Due Date and that did not become a Liquidated
Mortgage Loan prior to such Due Date.

          Overcollateralization Amount: With respect to any Distribution Date,
an amount equal to the excess, if any, of (i) the aggregate Stated Principal
Balance of the Mortgage Loans as of the Due Date in the month of that
Distribution Date (after giving effect to Principal Prepayments received in
the related Prepayment Period) over (ii) the sum of the aggregate Class
Principal Balance of the Senior Certificates, the Mezzanine Certificates and
the Class P Certificates as of such Distribution Date (after giving effect to
distributions of the Principal Distribution Amount to be made on such
Distribution Date).

          Overcollateralization Deficiency Amount: With respect to any
Distribution Date, the amount, if any, by which the Overcollateralization
Target Amount for such Distribution Date exceeds the Overcollateralization
Amount for such Distribution Date (after giving effect to distributions in
respect of the Principal Remittance Amount on such Distribution Date but
before giving effect to any other distributions on the Certificates in
reduction of their respective Class Principal Balances on such Distribution
Date).

          Overcollateralization Maintenance Amount: With respect to any
Distribution Date, the lesser of (a) the Net Monthly Excess Cashflow for such
Distribution Date and (b) the Overcollateralization Deficiency Amount for such
Distribution Date.

          Overcollateralization Release Amount: With respect to any
Distribution Date, the lesser of (x) the Principal Remittance Amount for such
Distribution Date and (y) the excess, if any, of (i) the Overcollateralization
Amount for such Distribution Date (assuming that 100% of the Principal
Remittance Amount is applied as a principal payment on such Distribution Date
and without giving effect to any other distributions on the Certificates in
reduction of their respective Class Principal Balances on such Distribution
Date) over (ii) the Overcollateralization Target Amount for such Distribution
Date.

          Overcollateralization Target Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date, an amount equal to 1.20% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date and (b) on or after the Stepdown Date, the greater of (i) 2.40% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Due Date in
the month of that Distribution Date (after giving effect to principal
prepayments received in the related Prepayment Period) and (ii) the OC Floor;
provided, however, that if a Trigger Event is in effect on any Distribution
Date, the Overcollateralization Target Amount will be the
Overcollateralization Target Amount as in effect for the prior Distribution
Date.

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

          Par Value: As defined in Section 10.01.


                                      31
<PAGE>

          Pass-Through Rate: For any interest bearing Class of Certificates,
the per annum rate set forth or calculated in the manner described in the
Preliminary Statement.

          PCAOB: The Public Company Accounting Oversight Board.

          Percentage Interest: As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made on the related Class,
such percentage interest being set forth on the face thereof or equal to the
percentage obtained by dividing the Denomination of such Certificate by the
aggregate of the Denominations of all Certificates of the same Class.

          Permitted Investments: At any time, any one or more of the following
obligations and securities, which may include investments for which the Master
Servicer or Trust Administrator serves as investment manager or advisor:

      (a) obligations of the United States or any agency thereof, provided
such obligations are backed by the full faith and credit of the United States;

      (b) general obligations of or obligations guaranteed by any state of
the United States or the District of Columbia receiving the highest long term
debt rating of each Rating Agency, or such lower rating as will not result in
the downgrading or withdrawal of the ratings, by any Rating Agency, then
assigned to any of the Certificates (determined without regard to the Class
A-7A Certificate Insurance Policy);

      (c) commercial or finance company paper which is then receiving the
highest commercial or finance company paper rating of any Rating Agency, or
such lower rating as will not result in the downgrading or withdrawal of the
ratings, by any Rating Agency, then assigned to any of the Certificates
(determined without regard to the Class A-7A Certificate Insurance Policy);

      (d) certificates of deposit, demand or time deposits, or bankers'
acceptances issued by any depository institution or trust company incorporated
under the laws of the United States or of any state thereof and subject to
supervision and examination by federal and/or state banking authorities,
provided that the commercial paper and/or long term unsecured debt obligations
of such depository institution or trust company are then rated in one of the
two highest long term and the highest short term ratings of each Rating Agency
for such securities, or such lower ratings as will not result in the
downgrading or withdrawal of the ratings, by any Rating Agency, then assigned
to any of the Certificates (determined without regard to the Class A-7A
Certificate Insurance Policy);

      (e) demand or time deposits or certificates of deposit issued by any
bank or trust company or savings institution to the extent that such deposits
are fully insured by the FDIC and are then rated in the highest long term and
the highest short term ratings of each Rating Agency for such securities, or
such lower ratings as will not result in the downgrading or withdrawal of the
ratings, by any Rating Agency, to any of the Certificates (determined without
regard to the Class A-7A Certificate Insurance Policy);

      (f) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation containing, at the time of the issuance of such
agreements, such terms and


                                      32
<PAGE>

conditions as will not result in the downgrading or withdrawal of the ratings,
by any Rating Agency, then assigned to any of the Certificates (determined
without regard to the Class A-7A Certificate Insurance Policy);

      (g) repurchase obligations with respect to any security described in
subclauses (a) and (b) above, in either case entered into with a depository
institution or trust company (acting as principal) described in subclause (d)
above;

      (h) securities (other than stripped bonds, stripped coupons or
instruments sold at a purchase price in excess of 115% of the face amount
thereof) bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States or any state thereof which,
at the time of such investment, have the highest rating of each Rating Agency,
or such lower rating as will not result in the downgrading or withdrawal of
the ratings, by any Rating Agency, then assigned to the of the Certificates
(determined without regard to the Class A-7A Certificate Insurance Policy), as
evidenced by a signed writing delivered by each Rating Agency;

      (i) units of a taxable money market portfolio having the highest
available long-term rating assigned by each Rating Agency at the time of such
investment and restricted to obligations issued or guaranteed by the United
States of America or entities whose obligations are backed by the full faith
and credit of the United States of America and repurchase agreements
collateralized by such obligations;

      (j) any mutual fund, money market fund, common trust fund or other
pooled investment vehicle, the assets of which are limited to instruments that
otherwise would constitute Permitted Investments hereunder, including any such
fund that is managed by the Trust Administrator or Master Servicer or any
Affiliate of the Trust Administrator or Master Servicer or for which the Trust
Administrator or Master Servicer or any Affiliate of the Trust Administrator
or Master Servicer acts as an adviser as long as such fund is rated in at
least the highest rating category by each Rating Agency (if so rated by such
Rating Agency); and

      (k) such other investments bearing interest or sold at a discount
acceptable to each Rating Agency as will not result in the downgrading or
withdrawal of the ratings, by any Rating Agency, then assigned to any of the
Certificates (determined without regard to the Class A-7A Certificate
Insurance Policy), as evidenced by a signed writing delivered by each Rating
Agency;

provided that no such instrument shall be a Permitted Investment if such
instrument evidences the right to receive interest only payments with respect
to the obligations underlying such instrument.

          Permitted Transferee: Any Person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality
of any of the foregoing, (ii) a foreign government, international organization
or any agency or instrumentality of either of the foregoing, (iii) an
organization (except certain farmers' cooperatives described in section 521 of
the Code) which is exempt from tax imposed by Chapter 1 of the Code (including
the tax imposed by section 511 of the Code on unrelated business taxable
income) on any excess inclusions (as defined in section 860E(c)(l) of the
Code) with respect to any Residual Certificate,



                                      33
<PAGE>

(iv) rural electric and telephone cooperatives described in section
1381(a)(2)(C) of the Code, (v) a Person that is not a citizen or resident of
the United States, a corporation, partnership (except as provided in
applicable Treasury Regulations), or other entity created or organized in or
under the laws of the United States, any state thereof or the District of
Columbia, an estate whose income is subject to United States federal income
tax regardless of its source or a trust if a court within the United States is
able to exercise primary supervision over the administration of the Trust and
one or more Persons described in this clause (v) have the authority to control
all substantial decisions of the Trust (or, to the extent provided in
applicable Treasury Regulations, certain trusts in existence on August 20,
1996 which are eligible to elect to be treated as United States persons)
unless such Person has furnished the transferor and the Trust Administrator
with a duly completed Internal Revenue Service Form W-8ECI or any applicable
successor form, (vi) any Person with respect to whom income on any Residual
Certificate is attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of such Person or
any other Person and (vii) any other Person so designated by the Depositor
based upon an Opinion of Counsel that the Transfer of an Ownership Interest in
a Residual Certificate to such Person may cause any REMIC hereunder to fail to
qualify as a REMIC at any time that the Certificates are outstanding. The
terms "United States," "State" and "international organization" shall have the
meanings set forth in section 7701 of the Code or successor provisions. A
corporation will not be treated as an instrumentality of the United States or
of any State or political subdivision thereof for these purposes if all of its
activities are subject to tax and, with the exception of Freddie Mac, a
majority of its board of directors is not selected by such government unit.

          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.

          Physical Certificate: As specified in the Preliminary Statement.

          Pledge Instruments: With respect to each Cooperative Mortgage Loan,
the Stock Power, the Assignment of Proprietary Lease and the Security
Agreement.

          Policy Payments Account: The account created and maintained by the
Trust Administrator pursuant to Section 12.04 hereof, which shall be entitled
"The Bank of New York in trust for registered holders of TBW Mortgage-Backed
Trust 2007-1, Mortgage Pass-Through Certificates, Series 2007-1, Class A-7A
Certificates." The Policy Payments Account must be an Eligible Account.

          Pool Balance: The aggregate of the Principal Balances of the
Mortgage Loans.

          Premium Distribution Amount: With respect to any Distribution Date,
the sum of (A) the product of (x) the Class A-7A Certificate Insurer Fee Rate
multiplied by (y) the aggregate Class Principal Balance of the Insured
Certificates immediately preceding such Distribution Date, not taking into
account any payments made under the Class A-7A Certificate Insurance Policy,
divided by 12 and (B) the Premium Distribution Amount for any prior
Distribution Date, plus interest thereon at the Late Payment Rate.

                                      34
<PAGE>

          Prepayment Interest Shortfall: As to any Distribution Date, Mortgage
Loan and Principal Prepayment received or, in the case of partial Principal
Prepayments, applied, during the applicable Prepayment Period, the amount, if
any, by which one month's interest at the related Net Mortgage Rate on such
Principal Prepayment exceeds the amount of interest at the Net Mortgage Rate
paid in connection with such Principal Prepayment.

          Prepayment Period: With respect to any Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.

          Primary Insurance Policy: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage
Loan.

          Principal Balance: As to any Mortgage Loan and any Distribution
Date, the unpaid principal balance of such Mortgage Loan as of the Due Date in
the month preceding the month in which such Distribution Date occurs, as
specified in the amortization schedule at the time relating thereto (before
any adjustment to such amortization schedule by reason of any moratorium or
similar waiver or grace period) after giving effect to any previous partial
Principal Prepayments and Liquidation Proceeds allocable to principal received
during the Prepayment Period for the prior Distribution Date (other than with
respect to any Liquidated Mortgage Loan), and to the payment of principal due
on such Due Date and irrespective of any delinquency in payment by the related
Mortgagor. The Principal Balance of any Mortgage Loan that has been prepaid in
full or has become a Liquidated Mortgage Loan during the related Prepayment
Period shall be zero.

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

          Principal Prepayment: Any payment of principal by a Mortgagor on a
Mortgage Loan that is received in advance of its scheduled Due Date and is not
accompanied by an amount representing scheduled interest due on any date or
dates in any month or months subsequent to the month of prepayment, excluding
any prepayment penalty or premium thereon. Partial Principal Prepayments will
be applied by the Servicer in accordance with the terms of the Servicing
Agreement and in accordance with the terms of the related Mortgage Note, and
to the extent the Mortgage Note does not provide otherwise, shall be applied
in the Prepayment Period preceding the receipt thereof.

          Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.

          Principal Remittance Amount: With respect to any Distribution Date,
the sum of (i) all scheduled payments of principal collected on the Mortgage
Loans that were due during the related Due Period and the principal portion of
any Advances made with respect to such Distribution Date, (ii) the principal
portion of all partial and full principal prepayments of the Mortgage Loans
applied during such Prepayment Period, (iii) the principal portion of all
related Net Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries
(net of unreimbursed advances, servicing advances and other expenses, to the
extent allocable to principal) received


                                      35
<PAGE>

during such Prepayment Period with respect to the Mortgage Loans, (iv) that
portion of the Purchase Price, representing principal of any repurchased
Mortgage Loan, deposited to the collection account during such Prepayment
Period, (v) the principal portion of any related Substitution Adjustment
Amount deposited in the Collection Account during such Prepayment Period with
respect to the Mortgage Loans and (vi) on the Distribution Date on which the
Trust is to be terminated in accordance with Section 10.01 of this Agreement,
that portion of the Termination Price representing principal with respect to
the Mortgage Loans.

          Private Certificate: As specified in the Preliminary Statement.

          Proprietary Lease: The lease on a Cooperative Unit evidencing the
possessory interest of the owner of the Cooperative Shares in such Cooperative
Unit.

          Prospectus Supplement: The Prospectus Supplement dated February 26,
2007 relating to the Offered Certificates.

          Protected Account: An account established and maintained for the
benefit of Certificateholders and the Class A-7A Certificate Insurer by the
Servicer with respect to the related Mortgage Loans and with respect to REO
Property pursuant to the Servicing Agreement. Each Protected Account is
required to be an Eligible Account.

          Purchase Price: With respect to any Mortgage Loan that is purchased
by the Transferor pursuant to Section 2.02 or 2.03 hereof, a price equal to
the outstanding Principal Balance of such Mortgage Loan as of the date of
purchase, plus all accrued and unpaid interest thereon, computed at the
Mortgage Rate through the end of the calendar month in which the purchase is
effected, plus any costs and damages incurred by the Trust in connection with
any violation by such Mortgage Loan of any predatory or abusive lending law.

          Qualified Insurer: A mortgage guaranty insurance company duly
qualified as such under the laws of the state of its principal place of
business and each state having jurisdiction over such insurer in connection
with the insurance policy issued by such insurer, duly authorized and licensed
in such states to transact a mortgage guaranty insurance business in such
states and to write the insurance provided by the insurance policy issued by
it, approved as a Fannie Mae approved mortgage insurer and having a claims
paying ability rating of at least "AA" or equivalent rating by a nationally
recognized statistical rating organization. Any replacement insurer with
respect to a Mortgage Loan must have at least as high a claims paying ability
rating as the insurer it replaces had on the Closing Date.

          Qualified Mortgage Insurer: Any mortgage insurer that is Fannie Mae
and Freddie Mac approved.

          Rating Agency: Each of the rating agencies specified in the
Preliminary Statement. If any such organization or a successor is no longer in
existence, "Rating Agency" shall be such nationally recognized statistical
rating organization, or other comparable Person, as is designated by the
Depositor, notice of which designation shall be given to the Trustee, the
Class A-7A Certificate Insurer and the Trust Administrator. References herein
to a given rating category of a Rating Agency shall mean such rating category
without giving effect to any modifiers.

                                      36
<PAGE>

          Realized Loss: With respect to each Mortgage Loan that is a
Liquidated Mortgage Loan, an amount (not less than zero or more than the
Principal Balance of the Mortgage Loan) as of the date of such liquidation,
equal to (i) the unpaid Principal Balance of the Liquidated Mortgage Loan as
of the date of such liquidation, plus (ii) interest at the Net Mortgage Rate
from the Due Date as to which interest was last paid or advanced (and not
reimbursed) to Certificateholders up to the Due Date in the month in which
Liquidation Proceeds are required to be distributed on the Principal Balance
of such Liquidated Mortgage Loan from time to time, minus (iii) the
Liquidation Proceeds, if any, received during the month in which such
liquidation occurred, to the extent applied as recoveries of interest at the
Net Mortgage Rate and to principal of the Liquidated Mortgage Loan. With
respect to each Mortgage Loan which has become the subject of a Deficient
Valuation, if the principal amount due under the related Mortgage Note has
been reduced, the difference between the principal balance of the Mortgage
Loan outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient Valuation.

          Recognition Agreement: An Agreement among a Cooperative Corporation,
a lender and a Mortgagor with respect to a Cooperative Mortgage Loan whereby
such parties (i) acknowledge that such lender may make, or intends to make,
such Cooperative Mortgage Loan and (ii) make certain agreements with respect
to such Cooperative Mortgage Loan.

          Record Date: With respect to any Distribution Date and any Class of
Fixed Rate Certificates or Physical Certificates, the close of business on the
last Business Day of the month preceding the month in which such Distribution
Date occurs. With respect to any Distribution Date and any Class of Adjustable
Rate Certificates held in Book-Entry Form, the last Business Day immediately
preceding such Distribution Date.

          Refinancing Mortgage Loan: Any Mortgage Loan originated in
connection with the refinancing of an existing mortgage loan.

          Regular Certificates: Each Class of Certificates, other than the
Residual Certificates.

          Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended
from time to time, and subject to such clarification and interpretation as
have been provided by the Commission in the adopting release (Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed Reg. 1,506-1,631 (Jan.
7, 2005)) or by the staff of the Commission, or as may be provided by the
Commission or its staff from time to time.

          Relevant Servicing Criteria: The Servicing Criteria applicable to
each party, as set forth on Exhibit X attached hereto. Multiple parties can
have responsibility for the same Relevant Servicing Criteria. With respect to
a Servicing Function Participant engaged by any of the Master Servicer, the
Trust Administrator or the Servicer, the term Relevant Servicing Criteria may
refer to a portion of the Relevant Servicing Criteria applicable to such
parties.



                                      37
<PAGE>

          Relief Act: The Servicemembers Civil Relief Act, as amended, or any
comparable state or local statute (including the comparable provisions under
the California Military and Veterans Code, as amended).

          Relief Act Reduction: With respect to any Distribution Date and any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result of
the application of the Relief Act, the amount, if any, by which (i) interest
collectible on such Mortgage Loan for the most recently ended calendar month
is less than (ii) interest accrued thereon for such month pursuant to the
Mortgage Note.

          REMIC: A "real estate mortgage investment conduit" within the
meaning of section 860D of the Code.

          REMIC Change of Law: Any proposed, temporary or final regulation,
revenue ruling, revenue procedure or other official announcement or
interpretation relating to REMICs and the REMIC Provisions issued after the
Closing Date.

          REMIC Maximum Rate: For each Class of Certificates (other than the
Class C, Class P and Class R Certificates) and the REMIC regular interest
represented thereby, the Net Rate Cap of such Class of Certificates.

          REMIC Provisions: Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at sections 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
and regulations promulgated thereunder, as foregoing may be in effect from
time to time as well as provisions of applicable state laws.

          REO Property: A Mortgaged Property acquired by the Trust Fund
through foreclosure, deed-in-lieu of foreclosure, repossession or otherwise in
connection with a defaulted Mortgage Loan.

          Reportable Event: As defined in Section 9.12.

          Reporting Servicer: As defined in Section 9.12(b)(i).

          Required Carryover Reserve Fund Deposit: With respect to any
Distribution Date, an amount equal to the excess of (i) $1,000 over (ii) the
amount of funds on deposit in the Carryover Reserve Fund after all other
deposits and withdrawals from such account on such Distribution Date.

          Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to time under the
Servicing Agreement.

          Residual Certificates: As specified in the Preliminary Statement.

          Residual Interests: As specified in the Preliminary Statement.



                                      38
<PAGE>

          Responsible Officer: When used with respect to the Trustee or the
Trust Administrator, any Director, any Managing Director, any Associate, any
Vice President, any Assistant Vice President, the Secretary, any Assistant
Secretary, any Trust Officer or any other officer of the Trustee or Trust
Administrator, as applicable, customarily performing functions similar to
those performed by any of the above designated officers having direct
responsibility for the administration of this Agreement and also 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.

          Rolling Sixty-Day Delinquency Rate: With respect to any Distribution
Date on or after the Stepdown Date, the average of the Sixty-Day Delinquency
Rates for the two immediately preceding Distribution Dates.

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

          Sarbanes-Oxley Certification: A written certification signed by a
Master Servicer Officer that complies with (i) the Sarbanes-Oxley Act, and
(ii) Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to
time; provided that if, after the Closing Date (a) the Sarbanes-Oxley Act is
amended, (b) the Rules referred to in clause (ii) are modified or superseded
by any subsequent statement, rule or regulation of the Commission or any
statement of a division thereof, or (c) any future releases, rules and
regulations are published by the Commission from time to time pursuant to the
Sarbanes-Oxley Act, which in any such case affects the form or substance of
the required certification and results in the required certification being, in
the reasonable judgment of the Master Servicer, materially more onerous than
the form of certification required as of the Closing Date, the Sarbanes-Oxley
Certification shall be as agreed to by the Master Servicer and the Depositor
following a negotiation in good faith to determine how to comply with any such
new requirements.

          S&P: Standard and Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor thereto. If S&P is designated as
a Rating Agency in the Preliminary Statement, for purposes of Section
11.05(b), the address for notices to S&P shall be Standard and Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New
York, New York 10041, Attention: Residential Mortgage Monitoring Group, or
such other address as S&P may hereafter furnish to each other party to this
Agreement.

          Scheduled Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage
Loan which, unless otherwise specified herein, shall give effect to any
related Debt Service Reduction and any Deficient Valuation that affects the
amount of the monthly payment due on such Mortgage Loan.

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

          Security Agreement: With respect to a Cooperative Mortgage Loan, the
agreement or mortgage creating a security interest in favor of the originator
of the Cooperative Mortgage Loan in the related Cooperative Shares.


                                      39
<PAGE>

          Senior Certificates: As specified in the Preliminary Statement.

          Senior Enhancement Percentage: With respect to any Distribution Date
on or after the Stepdown Date, a fraction (expressed as a percentage):

      (a) the numerator of which is the sum of:

          (i) the aggregate Class Principal Balance of the Mezzanine
      Certificates immediately prior to that Distribution Date and

          (ii) the Overcollateralization Amount, and,

      (b) the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period.

          Senior Principal Distribution Amount:  For any Distribution Date,
the excess of:

      (a) the aggregate Class Principal Balance of the Senior Certificates
immediately prior to such Distribution Date, over

      (b) the lesser of (A) 85.80% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Due Date in the month of that
Distribution Date (after giving effect to principal prepayments received in
the related Prepayment Period) and (B) the aggregate Stated Principal Balance
of the Mortgage Loans as of the Due Date in the month of that Distribution
Date (after giving effect to principal prepayments received in the related
Prepayment Period) minus the OC Floor.

          Servicer: Taylor, Bean & Whitaker Mortgage Corp.

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

          Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by the Master Servicer
of its master servicing obligations or the Servicer, as the case may be, of
its servicing obligations.

          Servicing Agreement: The Mortgage Loan Purchase and Servicing
Agreement, dated as of February 1, 2007, between TBW and the Transferor.

          Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB, as such may be amended from time to time.

          Servicing Fee: As to each Mortgage Loan and any Distribution Date,
an amount payable out of each full payment of interest received on such
Mortgage Loan and equal to one twelfth of the Servicing Fee Rate multiplied by
the Principal Balance of such Mortgage Loan as of the Due Date in the month
immediately preceding the month in which such Distribution Date


                                      40
<PAGE>

occurs (after giving effect to any Scheduled Payments due on such Mortgage
Loan on such Due Date).

          Servicing Fee Rate: With respect to each Mortgage Loan, the per
annum rate set forth on the Mortgage Loan Schedule.

          Servicing Function Participant: Any Sub-Servicer or Subcontractor of
the Servicer, the Master Servicer, the Custodian or the Trust Administrator,
respectively.

          Sixty-Day Delinquency Rate: With respect to any Distribution Date on
or after the Stepdown Date, a fraction, expressed as a percentage, the
numerator of which is the aggregate Stated Principal Balance for such
Distribution Date of all Mortgage Loans that were 60 or more days Delinquent
as of the close of business on the last day of the calendar month preceding
such Distribution Date (including Mortgage Loans in foreclosure, bankruptcy
and REO Properties) and the denominator of which is the aggregate Stated
Principal Balance for such Distribution Date of the Mortgage Loans as of the
related Due Date (after giving effect to principal prepayments in the
Prepayment Period related to that prior Due Date).

          Standard & Poor's Glossary: The Standard & Poor's LEVELS(R)
Glossary.

          Startup Day: The Closing Date.

          Stated Principal Balance: For any Mortgage Loan and date of
determination, the unpaid principal balance of the Mortgage Loan as of the
most recent Due Date, as specified in its amortization schedule at that time
(before any adjustment to the amortization schedule for any moratorium or
similar waiver or grace period), after giving effect to (i) the payment of
principal due on that Due Date, irrespective of any delinquency in payment by
the related mortgagor and (ii) prepayments of principal and the principal
portion of liquidation proceeds received with respect to that Mortgage Loan
through the last day of the related Prepayment Period. The Stated Principal
Balance of a Liquidated Mortgage Loan is zero.

          Stepdown Date: The earlier to occur of:

      (a) the first Distribution Date following the Distribution Date on
which the aggregate Class Principal Balance of the Senior Certificates is
reduced to zero, and

      (b) the later to occur of (x) the Distribution Date in March 2010 and
(y) the first Distribution Date on which the Senior Enhancement Percentage
(calculated for this purpose after giving effect to payments or other
recoveries in respect of the Mortgage Loans during the related collection
period but before giving effect to payments on the Certificates on such
Distribution Date) is greater than or equal to 14.20%.

          Stepdown Target Subordination Percentage: With respect to each Class
of Mezzanine Certificates, the respective percentages indicated in the
following table:

                                   Stepdown Target Subordination Percentage
                                   ----------------------------------------
   Class M-1................                        10.60%
   Class M-2................                         8.70%


                                      41
<PAGE>


   Class M-3................                         7.40%
   Class M-4................                         6.20%
   Class M-5................                         5.50%
   Class M-6................                         4.80%
   Class M-7................                         4.10%
   Class M-8................                         3.40%
   Class M-9................                         2.40%
------------------

          Stock Power: With respect to a Cooperative Mortgage Loan, an
assignment of the stock certificate or an assignment of the Cooperative Shares
issued by the Cooperative Corporation.

          Subcontractor: Any vendor, subcontractor or other Person that is not
responsible for the overall servicing of Mortgage Loans but performs one or
more discrete functions identified in Item 1122(d) of Regulation AB with
respect to Mortgage Loans under the direction or authority of the Servicer (or
a Sub-Servicer of the Servicer), the Master Servicer, the Custodian or the
Trust Administrator.

          Subservicer: Any Person that services Mortgage Loans on behalf of
the Servicer, and is responsible for the performance (whether directly or
through subservicers or Subcontractors) of servicing functions required to be
performed under this Agreement, the Servicing Agreement or any sub-servicing
agreement that are identified in Item 1122(d) of Regulation AB.

          Subsequent Recoveries: Unanticipated amounts received on a
Liquidated Mortgage Loan the absence of which resulted in a Realized Loss in a
prior month.

          Subsidiary REMIC: As specified in the Preliminary Statement.

          Subsidiary REMIC Regular Interest: As specified in the Preliminary
Statement.

          Substitution Adjustment Amount: With respect to any Mortgage Loan
that is purchased by the originator is an amount equal to the excess of the
Principal Balance of the related Deleted Mortgage Loan over the Principal
Balance of such Eligible Substitute Mortgage Loan, pursuant to Section 2.03.

          Supplemental Interest Trust: A trust created pursuant to Section
4.06 of this Agreement, separate from the Trust, the corpus of which shall be
held by the Trust Administrator, in trust, for the benefit of the holders of
the Senior Certificates and the Mezzanine Certificates.

          Tax Matters Person: In the case of each REMIC created by this
Agreement, the person designated as "tax matters person" in the manner
provided under Treasury Regulations Section 1.860F-4(d) and Treasury
Regulations Section 301.6231(a)(7)-1 for such REMIC.

          TBW: Taylor Bean & Whitaker Mortgage Corp.


                                      42
<PAGE>

          Termination Price: As defined in Section 10.01(c).

          The Bank of New York: The Bank of New York, a New York banking
corporation organized under the laws of New York, and its successors and
assigns.

          Transfer: Any direct or indirect transfer or sale of any Ownership
Interest in a Residual Certificate.

          Transferor: UBS Real Estate Securities Inc., a Delaware corporation,
seller of the Mortgage Loans to the Depositor pursuant to the Mortgage Loan
Purchase Agreement.

          Trigger Event: A Trigger Event is in effect with respect to any
Distribution Date on or after the Stepdown Date if either a Delinquency
Trigger Event is in effect with respect to that Distribution Date or a
Cumulative Loss Trigger Event is in effect with respect to that Distribution
Date.

          Trust: As defined in Section 2.01(c).

          Trust Administrator: Wells Fargo in its capacity as Trust
Administrator hereunder, and its successors and assigns, or any successor
trust administrator appointed hereunder. For purposes of the Supplemental
Interest Trust, Wells Fargo will act, not in its individual capacity, but
solely in its capacity as trustee of the Supplemental Interest Trust for the
benefit of the Holders of the Certificates under this Agreement, and any
successor thereto.

          Trust Administrator Compensation: All investment earnings on amounts
on deposit in the Distribution Account.

          Trust Collateral: As defined in Section 10.01(a).

          Trust Fund: The corpus of the trust created hereunder consisting of:
(a) the Mortgage Loan Purchase Agreement, the Assignment Agreement and the
Servicing Agreement solely as the Servicing Agreement relates to the Mortgage
Loans (other than those rights under the Servicing Agreement that do not
relate to servicing of the Mortgage Loans (including, without limitation, the
representations and warranties made by the Servicer (with respect to the
Mortgage Loans sold to the Transferor) and the document delivery requirements
of the Servicer and the remedies (including indemnification) available for
breaches thereto), which rights were retained by the Transferor pursuant to
the Assignment Agreement); (b) the Mortgage Loans and all interest and
principal received on or with respect thereto after the Cut-off Date to the
extent not applied in computing the Cut-off Date Principal Balance thereof;
(c) the Collection Account, the Policy Payments Account, the Distribution
Account, the Class A-1 Cap Account, the Class A-2 Cap Account, the Carryover
Reserve Fund and all amounts deposited therein pursuant to the applicable
provisions of this Agreement (other than, in the case of the Collection
Account, any prepayment penalties (exclusive of the Class P Prepayment
Charges) deposited therein which shall be retained by the Transferor); (d)
property that secured a Mortgage Loan and has been acquired by foreclosure,
deed-in-lieu of foreclosure or otherwise; (e) all proceeds of the conversion,
voluntary or involuntary, of any of the foregoing; and (f) with respect to the
Class A-7A Certificates only, the Class A-7A Certificate Insurance Policy.


                                      43
<PAGE>

          Trustee: The Bank of New York, and, if a successor trustee is
appointed hereunder, such successor.

          Underwriter's Exemption: Prohibited Transaction Exemption 2002-41,
67 Fed. Reg. 54487 (2002), as amended (or any successor thereto), or any
substantially similar administrative exemption granted by the U.S. Department
of Labor.

          Unpaid Realized Loss Amount: For any Class of Mezzanine
Certificates, (x) the portion of the aggregate Realized Loss Amount previously
allocated to that Class remaining unpaid from prior Distribution Dates minus
(y) any increase in the Class Principal Balance of that Class due to the
allocation of Subsequent Recoveries to the Class Principal Balance of that
Class.

          Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. With respect to any date
of determination, 98% of all Voting Rights will be allocated among the holders
of the Senior Certificates, the Mezzanine Certificates and the Class C
Certificates in proportion to the then outstanding Certificate Principal
Balances of their respective Certificates, 1% of all Voting Rights will be
allocated among the holders of the Class P Certificates and 1% of all Voting
Rights will be allocated among the holders of the Residual Certificates. The
Voting Rights allocated to each Class of Certificate shall be allocated among
Holders of each such Class in accordance with their respective Percentage
Interests as of the most recent Record Date; provided, however, that the
Voting Rights allocated to the Class A-7A Certificateholders are subject to
Section 12.01.

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

Section 1.02. Certain Calculations.

          Unless otherwise specified herein, for purposes of determining
amounts with respect to the Certificates and the rights and obligations of the
parties hereto, all calculations of interest for the Fixed Rate Certificates
(other than as provided in the Mortgage Loan documents) provided for herein
shall be made on the basis of a 360-day year consisting of twelve 30 day
months and all calculations of interest for the Adjustable Rate Certificates
(other than as provided in the Mortgage Loan documents) provided for herein
shall be made on the basis of the actual number of days in a year assumed to
consist of 360 days.

Section 1.03. Rights of the NIMS Insurer.

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



                                      44
<PAGE>

                                  ARTICLE II

                         CONVEYANCE OF MORTGAGE LOANS;
                        REPRESENTATIONS AND WARRANTIES

Section 2.01. Conveyance of Mortgage Loans.

          (a) The Depositor, concurrently with the execution and delivery
hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to
the Trustee for the benefit of the Certificateholders and the Class A-7A
Certificate Insurer, without recourse, all the right, title and interest of
the Depositor in and to the Trust Fund together with all rights assigned by
the Transferor to the Depositor, pursuant to the Mortgage Loan Purchase
Agreement, solely with respect to the Mortgage Loans, and, solely with respect
to the Mortgage Loans, all of the Transferor's right, title and interest in
and to the Servicing Agreement solely as the Servicing Agreement relates to
the Mortgage Loans (other than those rights under the Servicing Agreement that
do not relate to servicing of the Mortgage Loans (including, without
limitation, the representations and warranties made by the Servicer (in its
capacity as loan seller to the Transferor) and the document delivery
requirements of the Servicer and the remedies (including indemnification)
available for breaches thereto), which rights were retained by the Transferor
pursuant to the Assignment Agreement). In connection with the foregoing
assignments, the Transferor has caused the Servicer to enter into the
Assignment Agreement.

          (b) (i) In connection with the transfer and assignment set forth in
clause (a) above, the Depositor has delivered or caused to be delivered to the
Custodian, on behalf of the Trustee, for the benefit of the Certificateholders
and the Class A-7A Certificate Insurer the following documents or instruments
with respect to each Mortgage Loan that is not a Cooperative Mortgage Loan so
assigned:

               (A) the riginal Mortgage Note endorsed by manual or facsimile
          signature in blank in the following form: "Pay to the order of
          ___________ without recourse," with all intervening endorsements
          showing a complete chain of endorsement from the originator to the
          Person endorsing the Mortgage Note (each such endorsement being
          sufficient to transfer all right, title and interest of the party so
          endorsing, as noteholder or assignee thereof, in and to that
          Mortgage Note); or, with respect to any Lost Mortgage Note, a lost
          note affidavit from the related originator or the Transferor stating
          that the original Mortgage Note was lost or destroyed, together with
          a copy of such Mortgage Note;

               (B) except as provided below, the original recorded Mortgage or
          a copy of such Mortgage certified by the related originator as being
          a true and complete copy of the Mortgage;

               (C) a duly executed assignment of the Mortgage (which may be
          included in a blanket assignment or assignments), endorsed in blank
          (except with respect to MERS designated Mortgage Loans) together
          with, except as provided below, all interim recorded assignments of
          such mortgage (each such assignment, when duly and validly
          completed, to be in recordable form and sufficient to effect




                                      45
<PAGE>

          the assignment of and transfer to the assignee thereof, under the
          Mortgage to which the assignment relates); provided that, if the
          related Mortgage has not been returned from the applicable public
          recording office, such assignment of the Mortgage may exclude the
          information to be provided by the recording office;

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

               (E) except as provided below, the original or duplicate
          original lender's title policy and all riders thereto.

          (ii) In connection with the transfer and assignment set forth in
clause (a) above, the Depositor has delivered or caused to be delivered to the
Custodian, on behalf of the Trustee, for the benefit of the Certificateholders
and the Class A-7A Certificate Insurer the following documents or instruments
with respect to each Cooperative Mortgage Loan so assigned:

               (A) the Cooperative Shares, together with the Stock Power in
          blank;

               (B) the executed Security Agreement;

               (C) the executed Proprietary Lease and the Assignment of
          Proprietary Lease to the originator of the Cooperative Mortgage
          Loan;

               (D) the executed Recognition Agreement, if any;

               (E) copies of the original Financing Statement, and any
          continuation statements, filed by the originator of such Cooperative
          Mortgage Loan as secured party, each with evidence of recording
          thereof, evidencing the interest of the originator under the
          Security Agreement and the Assignment of Proprietary Lease;

               (F) copies of the filed UCC assignments or amendments of the
          security interest referenced in clause (E) above showing an unbroken
          chain of title from the originator to the Trust, each with evidence
          of recording thereof, evidencing the interest of the assignee under
          the Security Agreement and the Assignment of Proprietary Lease;

               (G) an executed assignment of the interest of the originator in
          the Security Agreement, the Assignment of Proprietary Lease and the
          Recognition Agreement, showing an unbroken chain of title from the
          originator to the Trust; and

               (H) for any Cooperative Mortgage Loan that has been modified or
          amended, the original instrument or instruments effecting such
          modification or amendment.

          Notwithstanding the foregoing, if any Mortgage has been recorded in
the name of Mortgage Electronic Registration System, Inc. ("MERS") or its
designee, no assignment of



                                      46
<PAGE>

Mortgage in favor of the Trustee will be required to be prepared or delivered
and instead, the Master Servicer shall enforce the obligations of the Servicer
under the Servicing Agreement to cause the Trustee to be shown as the owner of
the related Mortgage Loan on the records of MERS for the purpose of the system
of recording transfers of beneficial ownership of mortgages maintained by
MERS.

          If in connection with any Mortgage Loan the Depositor cannot deliver
(a) the original recorded Mortgage, (b) all interim recorded assignments or
(c) the lender's title policy (together with all riders thereto) satisfying
the requirements of clause (b)(i)(B), (C) or (E) above, respectively,
concurrently with the execution and delivery hereof because such document or
documents have not been returned from the applicable public recording office
in the case of clause (b)(i)(B) or (C) above, or because the title policy has
not been delivered to either the Custodian or the Depositor by the applicable
title insurer in the case of clause (b)(i)(E) above, the Depositor shall
promptly deliver to the Custodian, in the case of clause (b)(i)(B) or (C)
above, such original Mortgage or such interim assignment, as the case may be,
with evidence of recording indicated thereon upon receipt thereof from the
public recording office, or a copy thereof, certified, if appropriate, by the
relevant recording office, but in no event shall any such delivery of the
original Mortgage and each such interim assignment or a copy thereof,
certified, if appropriate, by the relevant recording office, be made later
than one year following the Closing Date, or, in the case of clause (b)(i)(E)
above, no later than 120 days following the Closing Date; provided, however,
in the event the Depositor is unable to deliver by such date each Mortgage and
each such interim assignment by reason of the fact that any such documents
have not been returned by the appropriate recording office, or, in the case of
each such interim assignment, because the related Mortgage has not been
returned by the appropriate recording office, the Depositor shall deliver such
documents to the Custodian as promptly as possible upon receipt thereof and,
in any event, within 720 days following the Closing Date. The Depositor shall
forward or cause to be forwarded to the Custodian (a) from time to time
additional original documents evidencing an assumption or modification of a
Mortgage Loan and (b) any other documents required to be delivered by the
Depositor to the Custodian. In the event that the original Mortgage is not
delivered and in connection with the payment in full of the related Mortgage
Loan and the public recording office requires the presentation of a "lost
instruments affidavit and indemnity" or any equivalent document, because only
a copy of the Mortgage can be delivered with the instrument of satisfaction or
reconveyance, the Custodian shall execute and deliver or cause to be executed
and delivered such a document to the public recording office. In the case
where a public recording office retains the original recorded Mortgage or in
the case where a Mortgage is lost after recordation in a public recording
office, the Transferor shall deliver to the Custodian a copy of such Mortgage
certified by such public recording office to be a true and complete copy of
the original recorded Mortgage.

          If an assignment of Mortgage is to be recorded, the Depositor shall
cause the Mortgage to be assigned to "The Bank of New York, in trust for the
TBW Mortgage-Backed Trust 2007-1 for the benefit of the Holders of the
Mortgage Pass Through Certificates, Series 2007-1" and, subject to Section
2.02, the Master Servicer shall enforce the obligations of the Servicer
pursuant to the Servicing Agreement to (i) cause such assignment to be in
proper form for recording in the appropriate public office for real property
records and (ii) cause to be delivered for recording in the appropriate public
office for real property records the assignments of the Mortgages to the
Trustee, except that, with respect to any assignments of Mortgage as to


                                      47
<PAGE>

which the Servicer has not received the information required to prepare such
assignment in recordable form, the Servicer's obligation to do so and to
deliver the same for such recording shall be as soon as practicable after
receipt of such information and in any event within ninety (90) days after
receipt thereof and except that the Servicer need not cause to be recorded any
assignment which relates to a Mortgage Loan (a) in any state where, in an
Opinion of Counsel addressed to the Trustee and the Class A-7A Certificate
Insurer, such recording is not required to protect the Trustee's interests in
the Mortgage Loan against the claim of any subsequent transferee or any
successor to or creditor of the Depositor or the Transferor, (b) in any state
where recordation is not required by either Rating Agency to obtain the
initial ratings on the Certificates set forth in the Prospectus Supplement or
(c) with respect to any Mortgage which has been recorded in the name of MERS,
or its designee. As of the date hereof, recordation is not required in any
state by either Rating Agency to obtain the initial rating on the Certificates
(upon which statement the Master Servicer, the Trustee and the Custodian may
conclusively rely).

          In the case of Mortgage Loans that have been prepaid in full as of
the Closing Date, the Depositor, in lieu of delivering the above documents to
the Custodian on behalf of the Trustee, will deposit in the Collection Account
the portion of such payment that is required to be deposited in the Collection
Account pursuant to Section 3.07 hereof.

      (c) The Depositor does hereby establish, pursuant to the further
provisions of this Agreement and the laws of the State of New York, an express
trust (the "Trust") to be known, for convenience, as "TBW Mortgage-Backed
Trust 2007-1" and The Bank of New York, is hereby appointed as Trustee in
accordance with the provisions of this Agreement.

      (d) The Depositor and the Trustee on behalf of the Trust agree and
understand that it is not intended that any Mortgage Loan be included in the
Trust Fund that is (i) a "High Cost Home Loan" as defined in the New Jersey
Home Ownership Act effective November 27, 2003, (ii) a "High Cost Home Loan"
as defined in the New Mexico Home Loan Protection Act effective January 1,
2004, (iii) a "High Cost Home Mortgage Loan" as defined in the Massachusetts
Predatory Home Loan Practices Act effective November 7, 2004, (iv) a "high
risk home loan" under the Illinois High Risk Home Loan Act, effective as of
January 1, 2004, or (v) a "high cost home loan" under the Indiana High Cost
Home Loan Law, effective January 1, 2005. The Trustee shall be entitled to
indemnification from the Depositor and the Trust Fund for any loss, liability
or expense arising out of, or in connection with, the provisions of the
preceding sentence, including, without limitation, all costs, liabilities and
expenses (including reasonable legal fees and expenses) of investigating and
defending itself against any claim, action or proceeding, pending or
threatened, relating to such provisions.

      (e) Each of the Collection Account and Distribution Account shall at
all times be an Eligible Account, provided that the Collection Account may be
deemed to be a sub-account of the Distribution Account. If at any time either
the Collection Account or the Distribution Account ceases to be an Eligible
Account, the Master Servicer or the Trust Administrator, as applicable, shall
immediately establish and maintain a new Collection Account or Distribution
Account, as applicable, that is an Eligible Account, and shall immediately
transfer all funds on deposit in the former Collection Account or Distribution
Account, as applicable, to the new Collection Account or Distribution Account,
as applicable.



                                      48
<PAGE>

      (f) The Depositor hereby directs the Trust Administrator to execute,
deliver and perform its obligations under the Class A-1 Cap Contract and the
Class A-2 Cap Contract. The Transferor, the Depositor, the Master Servicer,
the Trustee and the Holders of the Class A-1 and Class A-2 Certificates,
respectively, by their acceptance of such Certificates acknowledge and agree
that the Trust Administrator shall execute, deliver and perform its
obligations under the Class A-1 Cap Contract and the Class A-2 Cap Contract
and shall do so solely in its capacity as Trust Administrator, and not in its
individual capacity. Every provision of this Agreement relating to the conduct
or affecting the liability of or affording protection to the Trust
Administrator shall apply to the Trust Administrator's execution of the Class
A-1 Cap Contract and the Class A-2 Cap Contract, and the performance of its
duties and satisfaction of its obligations thereunder.

Section 2.02. Acceptance by Trustee of the Mortgage Loans.

          The Custodian, on behalf of the Trustee, will acknowledge receipt of
the documents identified in the Initial Certification issued by it in the form
annexed to the Custodial Agreement as Exhibit 1 and will declare that it holds
and will hold such related documents and the other documents delivered to it
constituting the Mortgage Files, and the Custodian and Trustee together
declare that it holds or will hold such other assets as are included in the
Trust Fund, in trust for the exclusive use and benefit of all present and
future Certificateholders and the Class A-7A Certificate Insurer. The
Custodian acknowledges that it will maintain possession of the Mortgage Notes
held by it in the State of Florida, unless otherwise permitted by the Rating
Agencies, the Trustee and the Class A-7A Certificate Insurer.

          The Custodian has agreed to execute and deliver on the Closing Date
to the Depositor, the Trust Administrator and the Trustee an Initial
Certification in the form annexed to the Custodial Agreement as Exhibit 1.
Based on its review and examination, and only as to the documents identified
in such Initial Certification, the Custodian acknowledges, subject to any
applicable exceptions noted on Exhibit 1, that such documents appear regular
on their face and relate to such Mortgage Loan. The Custodian shall be under
no duty or obligation to (i) inspect, review or examine said documents,
instruments, certificates or other papers to determine that the same are
genuine, enforceable or appropriate for the represented purpose or that they
have actually been recorded in the real estate records or that they are other
than what they purport to be on their face or (ii) determine whether the
Mortgage File should include any of the documents specified in Section
2.01(b)(i)(D) with respect to each Mortgage Loan that is not a Cooperative
Mortgage Loan and Section 2.01(b)(ii)(H) with respect to each Cooperative
Mortgage Loan, unless the Mortgage Loan Schedule indicates that such documents
are applicable.

          Not later than 90 days after the Closing Date, the Custodian shall
deliver to the Depositor, the Class A-7A Certificate Insurer, the Trustee, the
Trust Administrator and the Transferor a Final Certification in the form
annexed to the Custodial Agreement as Exhibit 2, with any applicable
exceptions noted thereon. Upon receipt of written request from the Depositor,
the Master Servicer, the Trust Administrator or the Trustee, the Custodian
shall as soon as practicable supply such Person with a list of all of the
documents relating to the Mortgage Loans missing from the Mortgage Files, in
accordance with the Custodial Agreement.

                                      49
<PAGE>

          If, in the course of such review, the Custodian finds any document
constituting a part of a related Mortgage File which does not meet the
requirements of Section 2.01, the Custodian shall list such as an exception in
the Final Certification; provided, however, that the Custodian shall not make
any determination as to whether (i) any endorsement is sufficient to transfer
all right, title and interest of the party so endorsing, as noteholder or
assignee thereof, in and to that Mortgage Note, (ii) any assignment is in
recordable form or is sufficient to effect the assignment of and transfer to
the assignee thereof under the mortgage to which the assignment relates or
(iii) the Mortgage File should include any of the documents specified in
Section 2.01(b)(i)(D) with respect to each Mortgage Loan that is not a
Cooperative Mortgage Loan and Section 2.01(b)(ii)(H) with respect to each
Cooperative Mortgage Loan, unless the Mortgage Loan Schedule indicates that
such documents are applicable.

          The Transferor shall promptly correct or cure such document defects,
and if the Transferor fails to correct or cure the defect within ninety (90)
days of the earlier of its discovery or its receipt of written notice of any
document constituting a part of a Mortgage File that does not meet the
requirements of Section 2.01, and such defect materially and adversely affects
the interests of the Certificateholders or the Class A-7A Certificate Insurer
in the related Mortgage Loan, the Transferor shall repurchase the affected
Mortgage Loan from the Trustee at the Purchase Price. In each case, such
Deleted Mortgage Loan will be removed from the Trust. Any such purchase of a
Deleted Mortgage Loan shall not be effected prior to the delivery to the
Custodian of a Request for Release substantially in the form of Exhibit M. The
Purchase Price for any such Deleted Mortgage Loan shall be paid by the
Transferor to the Master Servicer for deposit in the Collection Account on or
prior to the Distribution Account Deposit Date for the Distribution Date in
the month following the month of repurchase and, upon receipt of such deposit,
the Master Servicer shall instruct the Custodian to release, and the Custodian
shall release, the related Mortgage File to the Transferor and the Trustee
shall execute and deliver at the Transferor's written request such instruments
of transfer or assignment prepared by the Transferor, in each case without
recourse, representation or warranty, as shall be necessary to vest in the
Transferor, or a designee, the Trustee's interest in any Deleted Mortgage Loan
released pursuant hereto. The Transferor shall promptly reimburse the Master
Servicer and the Trustee for any expenses reasonably incurred by the Master
Servicer or the Trustee in respect of enforcing such repurchase by the
Transferor.

          The Custodian shall retain possession and custody of each related
Mortgage File in accordance with and subject to the terms and conditions of
the Custodial Agreement. Pursuant to the terms of the Servicing Agreement, the
Master Servicer shall cause the Servicer to promptly deliver to the Custodian,
who shall thereupon promptly deposit within each Mortgage File, upon the
execution or receipt thereof, the originals of such other documents or
instruments constituting the Mortgage File as come into the possession of the
Servicer from time to time.

          It is understood and agreed that the obligations of the Transferor
hereunder to purchase any Mortgage Loan which does not meet the requirements
of Section 2.01 above or substitute for the related Mortgage Loan an Eligible
Substitute Mortgage Loan shall constitute the sole remedies respecting such
defect available to the Trustee, the Master Servicer, the Depositor and any
Certificateholder.

                                      50
<PAGE>

Section 2.03. Remedies for Breaches of Representations and Warranties.

          The Transferor hereby makes the representations and warranties set
forth in Schedule II hereto, and by this reference incorporated herein, to the
Depositor, the Class A-7A Certificate Insurer and the Trustee, as of the
Closing Date, or if so specified therein, as of the Cut-off Date. With respect
to any representation and warranties set forth on Schedule II hereto which are
made to the best of the Transferor's knowledge if it is discovered by any of
the Depositor, the Class A-7A Certificate Insurer, the Master Servicer, the
Transferor, the Servicer, the Trustee or the Trust Administrator that the
substance of such representation and warranty is inaccurate and such
inaccuracy materially and adversely affects the value of the related Mortgage
Loan or the interests of the Certificateholders or the Class A-7A Certificate
Insurer therein, notwithstanding the Transferor's lack of knowledge with
respect to the substance of such representation or warranty, such inaccuracy
shall be deemed a breach of the applicable representation or warranty.

          Upon discovery by any of the Depositor, the Class A-7A Certificate
Insurer, the Transferor, the Master Servicer, the Trust Administrator or the
Custodian of a breach of a representation or warranty made by the Transferor
pursuant to this Section 2.03 that materially and adversely affects the
interests of the Certificateholders or the Class A-7A Certificate Insurer in
any Mortgage Loan, the party discovering such breach shall give prompt notice
thereof to the other parties and the Trustee. Notwithstanding the foregoing, a
breach which causes a Mortgage Loan not to constitute a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code will be deemed
automatically to materially and adversely affect the interests of the
Certificateholders in such Mortgage Loan. Upon receiving notice of a breach,
the Trustee shall in turn notify the Transferor of such breach. The Trustee
shall enforce the obligations of the Transferor in accordance with this
Section 2.03 to correct or cure any such breach of a representation or
warranty made herein, and if the Transferor fails to correct or cure the
defect within such period, and such defect materially and adversely affects
the interests of the Certificateholders or the Class A-7A Certificate Insurer
in the related Mortgage Loan, the Trustee shall enforce the Transferor's
obligations hereunder to (i) purchase such Mortgage Loan at the Purchase Price
or (ii) substitute for the related Mortgage Loan an Eligible Substitute
Mortgage Loan. In each case, such Deleted Mortgage Loan will be removed from
the Trust Fund.

          The Transferor hereby covenants that within ninety (90) days of the
earlier of its discovery or its receipt of written notice from any party of a
breach of any representation or warranty made pursuant to this Section 2.03
which materially and adversely affects the interest of the Certificateholders
or the Class A-7A Certificate Insurer in any Mortgage Loan, it shall cure such
breach in all material respects, and if such breach is not so cured, shall,
(i) if such ninety (90) day period expires prior to the second anniversary of
the Closing Date, remove such Deleted Mortgage Loan from the Trust Fund and
substitute in its place an Eligible Substitute Mortgage Loan or Mortgage Loans
into the Trust Fund, in the manner and subject to the conditions set forth in
this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans
from the Trustee at the Purchase Price in the manner set forth below. The
Transferor shall promptly reimburse the Master Servicer, the NIMS Insurer, the
Class A-7A Certificate Insurer and the Trustee for any expenses reasonably
incurred by the Master Servicer, the NIMS Insurer,




                                      51
<PAGE>

the Class A-7A Certificate Insurer or the Trustee in respect of enforcing the
remedies for such breach by the Transferor.

          With respect to any Eligible Substitute Mortgage Loan or Mortgage
Loans, the Transferor shall deliver to the Custodian on behalf of the Trustee,
for the benefit of the Certificateholders and the Class A-7A Certificate
Insurer, the Mortgage Note, the Mortgage, the related assignment of the
Mortgage, and such other documents and agreements as are required by Section
2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by
Section 2.01. No substitution is permitted to be made on any day in any
calendar month after the Determination Date for such month.

          With respect to substitutions made by the Transferor, Scheduled
Payments due with respect to Eligible Substitute Mortgage Loans in the month
of substitution shall not be part of the Trust Fund and will be retained by
the Transferor on the next succeeding Distribution Date. For the month of
substitution, distributions to Certificateholders will include the monthly
payment due on any Deleted Mortgage Loan for such month and thereafter the
Transferor shall be entitled to retain all amounts received in respect of such
Deleted Mortgage Loan. The Custodian shall amend the Mortgage Loan Schedule
for the benefit of the Certificateholders and the Class A-7A Certificate
Insurer to reflect the removal of such Deleted Mortgage Loan and the
substitution of the Eligible Substitute Mortgage Loan or Mortgage Loans and
the Custodian shall deliver the amended Mortgage Loan Schedule to the Trustee.
Upon such substitution, the Eligible Substitute Mortgage Loan or Mortgage
Loans shall be subject to the terms of this Agreement in all respects, and the
Transferor shall be deemed to have made with respect to such Eligible
Substitute Mortgage Loan or Mortgage Loans, as of the date of substitution,
the representations and warranties made pursuant to this Section 2.03 with
respect to such Mortgage Loan. Upon any such substitution and the deposit to
the Collection Account of the amount required to be deposited therein in
connection with such substitution as described in the following paragraph, the
Custodian shall release the Mortgage File held for the benefit of the
Certificateholders relating to such Deleted Mortgage Loan to the Transferor
and the Trustee shall execute and deliver at the Transferor's direction such
instruments of transfer or assignment prepared by the Transferor, without
recourse, representation or warranty, as shall be necessary to vest title in
the Transferor, as applicable, or its designee, the Trustee's interest in any
Deleted Mortgage Loan substituted for pursuant to this Section 2.03.

          For any month in which the Transferor substitutes one or more
Eligible Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the
Master Servicer will determine the amount (if any) by which the aggregate
principal balance of all such Eligible Substitute Mortgage Loans as of the
date of substitution is less than the aggregate Principal Balance of all such
Deleted Mortgage Loans (after application of the scheduled principal portion
of the monthly payments received in the month of substitution). The amount of
such shortage (the "Substitution Adjustment Amount") plus an amount equal to
the aggregate of any unreimbursed Advances with respect to such Deleted
Mortgage Loans shall be remitted by the Transferor to the Master Servicer, and
the Master Servicer shall deposit such amounts received from the Transferor
into the Collection Account on or before the Distribution Account Deposit Date
for the Distribution Date in the month succeeding the calendar month during
which the related Mortgage Loan became required to be purchased or replaced
hereunder.



                                      52
<PAGE>

          In the event that the Transferor shall have repurchased a Mortgage
Loan, the Purchase Price therefor shall be deposited in the Collection Account
pursuant to Section 3.07 on or before the Distribution Account Deposit Date
for the Distribution Date in the month following the month during which the
Transferor became obligated hereunder to repurchase or replace such Mortgage
Loan and upon such deposit of the Purchase Price and receipt of a Request for
Release in the form of Exhibit M hereto, the Custodian shall release the
related Mortgage File held for the benefit of the Certificateholders and the
Class A-7A Certificate Insurer to the Transferor, and the Trustee shall
execute and deliver at the Transferor's direction such instruments of transfer
or assignment prepared by the Transferor, in each case without recourse,
representation or warranty, as shall be necessary to transfer title from the
Trustee. It is understood and agreed that the obligation under this Agreement
of the Transferor to cure, repurchase or replace any Mortgage Loan as to which
a breach has occurred and is continuing shall constitute the sole remedies
against the Transferor respecting such matters available to
Certificateholders, the Master Servicer, the NIMS Insurer, the Depositor, the
Trust Administrator or the Trustee on their behalf.

          The provisions of this Section 2.03 shall survive the conveyance and
assignment of the Mortgage Files to the Trustee and the delivery of the
respective Mortgage Files to the Custodian for the benefit of the Trustee, the
Certificateholders and the Class A-7A Certificate Insurer.

Section 2.04. Representations and Warranties of the Depositor as to the
Mortgage Loans.

          The Depositor hereby represents and warrants to the Trustee, the
Trust Administrator, the NIMS Insurer, the Class A-7A Certificate Insurer and
the Master Servicer with respect to each Mortgage Loan as of the date hereof
or such other date set forth herein that as of the Closing Date, and following
the transfer of the Mortgage Loans to it by the Transferor, the Depositor had
good title to the Mortgage Loans and the Mortgage Notes were subject to no
offsets, liens, defenses or counterclaims.

          It is understood and agreed that the representations and warranties
set forth in this Section 2.04 shall survive delivery of the Mortgage Files to
the Custodian. Upon discovery by the Depositor, the Transferor, the Master
Servicer, the Class A-7A Certificate Insurer, the Trust Administrator, the
NIMS Insurer or the Trustee of a breach of any of the foregoing
representations and warranties set forth in this Section 2.04 (referred to
herein as a "breach"), which breach materially and adversely affects the
interest of the Certificateholders or the Class A-7A Certificate Insurer, the
party discovering such breach shall give prompt written notice to the other
parties hereto and to each Rating Agency.

Section 2.05. [Reserved].

Section 2.06. Execution and Delivery of Certificates.

          The Trustee acknowledges the transfer and assignment to it of the
Trust Fund and acknowledges the issuance of the Subsidiary REMIC Regular
Interests, all as described in the Preliminary Statement and the Residual
Certificates in exchange therefor. The Trustee further acknowledges the
transfer and assignment to it of the Subsidiary REMIC Regular Interests and,



                                      53
<PAGE>

concurrently with such transfer and assignment, the Trust Administrator, on
its behalf, has executed, authenticated and delivered to or upon the order of
the Depositor, the Certificates in authorized denominations evidencing
directly or indirectly the entire ownership of the Trust Fund. The Trustee
agrees to hold the Trust Fund and the Subsidiary REMIC Regular Interests and
to exercise the rights referred to above for the benefit of all present and
future Holders of the Certificates and the Class A-7A Certificate Insurer and
to perform the duties set forth in this Agreement to the best of its ability,
to the end that the interests of the Holders of the Certificates and the Class
A-7A Certificate Insurer may be adequately and effectively protected.

Section 2.07. REMIC Matters.

          The Preliminary Statement sets forth the designations as "regular
interests" or "residual interests" and "latest possible maturity date" for
federal income tax purposes of all interests created hereby. The "Startup Day"
for purposes of the REMIC Provisions shall be the Closing Date. Each REMIC
shall have the calendar year as its fiscal year and shall use the accrual
method of accounting.

Section 2.08. Covenants of the Master Servicer.

          The Master Servicer hereby covenants to the Depositor and the
Trustee as follows:

               (i) subject to Section 3.01, the Master Servicer shall cause
          the Servicer to perform its obligations under the Servicing
          Agreement; and

               (ii) no written information, certificate of an officer,
          statement furnished in writing or written report delivered to the
          Depositor, any affiliate of the Depositor or the Trustee and
          prepared by the Master Servicer pursuant to this Agreement will
          contain any untrue statement of a material fact or omit to state a
          material fact necessary to make such information, certificate,
          statement or report not misleading at the time provided.

Section 2.09. Representations and Warranties of the Master Servicer.

          The Master Servicer hereby represents and warrants to the Depositor,
the Trustee and the Class A-7A Certificate Insurer, as of the Closing Date, or
if so specified herein, as of the Cut-off Date:

      (a) The Master Servicer is duly organized as a national banking
association and is validly existing and in good standing under the laws of the
United States of America and is duly authorized and qualified to transact any
and all business contemplated by this Agreement to be conducted by the Master
Servicer in any state in which a Mortgaged Property is located or is otherwise
not required under applicable law to effect such qualification and, in any
event, is in compliance with the doing business laws of any such state, to
master service the Mortgage Loans in accordance with the terms of this
Agreement and to perform any of its other obligations under this Agreement in
accordance with the terms hereof.

      (b) The Master Servicer has the full power and authority to master
service each Mortgage Loan, and to execute, deliver and perform, and to enter
into and consummate the


                                      54
<PAGE>

transactions contemplated by this Agreement and has duly authorized by all
necessary action on the part of the Master Servicer the execution, delivery
and performance of this Agreement; and this Agreement, assuming the due
authorization, execution and delivery hereof by the other parties hereto,
constitutes a legal, valid and binding obligation of the Master Servicer,
enforceable against the Master Servicer in accordance with its terms, except
that (i) the enforceability hereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors' rights
generally and (ii) the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding relating thereto may be
brought.

      (c) The execution and delivery of this Agreement by the Master
Servicer, and the master servicing of the Mortgage Loans by the Master
Servicer under this Agreement, the consummation of any other of the
transactions contemplated by this Agreement, and the fulfillment of or
compliance with the terms hereof are in the ordinary course of business of the
Master Servicer and will not (i) result in a material breach of any term or
provision of the articles of incorporation or by-laws of the Master Servicer,
(ii) materially conflict with, result in a material breach, violation or
acceleration of, or result in a material default under, the terms of any other
material agreement or instrument to which the Master Servicer is a party or by
which it may be bound, or (iii) constitute a material violation of any
statute, order or regulation applicable to the Master Servicer of any court,
regulatory body, administrative agency or governmental body having
jurisdiction over the Master Servicer; and the Master Servicer is not in
breach or violation of any material indenture or other material agreement or
instrument, or in violation of any statute, order or regulation of any court,
regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair the
Master Servicer's ability to perform or meet any of its obligations under this
Agreement.

      (d) The Master Servicer or an affiliate thereof is an approved
servicer of conventional mortgage loans for Fannie Mae or Freddie Mac and is a
mortgagee approved by the Secretary of Housing and Urban Development pursuant
to Sections 203 and 211 of the National Housing Act.

      (e) No litigation is pending or, to the knowledge of the Master
Servicer, threatened against the Master Servicer that would materially and
adversely affect the execution, delivery or enforceability of this Agreement
or the ability of the Master Servicer to master service the Mortgage Loans or
to perform any of its other obligations under this Agreement in accordance
with the terms thereof.

      (f) No consent, approval, authorization or, to the knowledge of the
Master Servicer, order of any court or governmental agency or body is required
for the execution, delivery and performance by the Master Servicer of, or
compliance by the Master Servicer with, this Agreement or the consummation of
the transactions contemplated thereby, or if any such consent, approval,
authorization or order is required, the Master Servicer has obtained the same.



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<PAGE>

                                 ARTICLE III

                           ADMINISTRATION AND MASTER
                          SERVICING OF MORTGAGE LOANS

Section 3.01. Master Servicing of Mortgage Loans.

          For and on behalf of the Certificateholders and the Class A-7A
Certificate Insurer, the Master Servicer shall supervise, monitor and oversee
the obligation of the Servicer to service and administer the Mortgage Loans in
accordance with the terms of the Servicing Agreement and shall have full power
and authority to do any and all things which it may deem necessary or
desirable in connection with such master servicing and administration. In
performing its obligations hereunder, the Master Servicer shall act in a
manner consistent with this Agreement, subject to the prior sentence, and with
customary and usual standards of practice of prudent mortgage loan master
servicers. Furthermore, the Master Servicer shall oversee and consult with the
Servicer as necessary from time to time to carry out the Master Servicer's
obligations hereunder, shall receive, review and evaluate all reports,
information and other data provided to the Master Servicer by the Servicer and
shall cause the Servicer to perform and observe the covenants, obligations and
conditions to be performed or observed by the Servicer under the Servicing
Agreement. The Master Servicer shall independently and separately monitor the
Servicer's servicing activities with respect to each related Mortgage Loan,
reconcile the results of such monitoring with such information provided in the
previous sentence on a monthly basis and coordinate corrective adjustments to
the Servicer's and Master Servicer's records, and based on such reconciled and
corrected information, prepare the statements specified in Section 4.04 and
any other information and statements required hereunder. The Master Servicer
shall reconcile the results of its Mortgage Loan monitoring with the actual
remittances of the Servicer to the Collection Account pursuant to the
Servicing Agreement.

          In accordance with the standards of the preceding paragraph and to
the extent the Servicer does not make such advance, the Master Servicer shall
advance or cause to be advanced funds as necessary for the purpose of
effecting the payment of taxes and assessments on the Mortgaged Properties,
which advances shall be reimbursable in the first instance from related
collections from the Mortgagors pursuant to Section 3.07, and further as
provided in Section 3.10. The costs incurred by the Master Servicer, if any,
in effecting the timely payment of taxes and assessments on the Mortgaged
Properties and related insurance premiums shall not, for the purpose of
calculating monthly distributions to the Certificateholders, be added to the
Scheduled Principal Balances of the related Mortgage Loans, notwithstanding
that the terms of such Mortgage Loans so permit.

Section 3.02. Monitoring of Servicer.

      (a) The Master Servicer shall be responsible for reporting to the
Trustee, the Trust Administrator and the Depositor the compliance by the
Servicer with its duties under the Servicing Agreement. In the review of the
Servicer's activities, the Master Servicer may rely upon an officer's
certificate of the Servicer with regard to the Servicer's compliance with the
terms of the Servicing Agreement. In the event that the Master Servicer, in
its judgment, determines that the Servicer should be terminated in accordance
with the Servicing Agreement,



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<PAGE>

or that a notice should be sent pursuant to the Servicing Agreement with
respect to the occurrence of an event that, unless cured, would constitute
grounds for such termination, the Master Servicer shall notify the Depositor,
the Trust Administrator, the Class A-7A Certificate Insurer and the Trustee
thereof and the Master Servicer shall issue such notice or take such other
action as it deems appropriate.

      (b) The Master Servicer, for the benefit of the Trustee, the Trust
Administrator, the Certificateholders and the Class A-7A Certificate Insurer,
shall enforce the obligations of the Servicer under the Servicing Agreement,
and shall, in the event that the Servicer fails to perform its obligations in
accordance with the Servicing Agreement, subject to the preceding paragraph,
terminate the rights and obligations of the Servicer thereunder and act as
successor Servicer of the related Mortgage Loans or cause the Trustee to enter
into a new Servicing Agreement with a successor Servicer selected by the
Master Servicer and acceptable to the Class A-7A Certificate Insurer;
provided, however, it is understood and acknowledged by the parties hereto
that there will be a period of transition (not to exceed 90 days) before the
actual servicing functions can be fully transferred to such successor
Servicer. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of the Servicing Agreement and the pursuit
of other appropriate remedies, shall be in such form and carried out to such
an extent and at such time as the Master Servicer, in its good faith business
judgment, would require were it the owner of the related Mortgage Loans. The
Master Servicer shall pay the costs of such enforcement at its own expense,
provided that the Master Servicer shall not be required to prosecute or defend
any legal action except to the extent that the Master Servicer shall have
received reasonable indemnity for its costs and expenses in pursuing such
action.

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

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

      (e) If the Master Servicer acts as Servicer, it will not assume
liability for the representations and warranties of the Servicer, if any, that
it replaces.

      (f) If the Servicer fails to make its required payment of
Compensating Interest on any Distribution Date, the Master Servicer will be
required to make such payment of Compensating Interest to the same extent that
the Servicer was required to make such payment of Compensating Interest.

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<PAGE>

      (g) To the extent the Servicer requests the consent of the Trust or
the Master Servicer with respect to any servicing related matter for which the
Servicer is required to seek consent under the Servicing Agreement or
Assignment Agreement, the Master Servicer shall promptly or within the time
frame specified in the Servicing Agreement, if any, evaluate such request for
consent in the best interest of the Trust and the Certificateholders, and
grant or withhold such consent accordingly.

      (h) To the extent the Servicer is obligated under the Servicing
Agreement to procure the consent of the Master Servicer in connection with the
Servicer's engagement of a Subservicer to perform any servicing
responsibilities under the Servicing Agreement with respect to the related
Mortgage Loans, the Master Servicer will only give such consent if that
Subservicer first agrees in writing with the Servicer and the Master Servicer
to deliver an Annual Statement of Compliance, an Assessment of Compliance and
an Accountant's Attestation in such manner and at such times that permit the
Servicer and the Master Servicer to comply with Sections 3.21 and 3.22 of this
Agreement.

      (i) The Master Servicer shall enforce any negative covenant in the
Servicing Agreement which prohibits the Servicer from outsourcing one or more
separate servicing functions under the Servicing Agreement with respect to the
Mortgage Loans to any Subcontractor unless that Subcontractor first agrees in
writing with the Servicer and the Master Servicer to deliver an Assessment of
Compliance and an Accountant's Attestation in such manner and at such times
that permits the Servicer and the Master Servicer to comply with Section 3.22
of this Agreement.

Section 3.03. [Reserved].

Section 3.04. Rights of the Depositor and the Trustee in Respect of the Master
Servicer.

          The Depositor may, but is not obligated to, enforce the obligations
of the Master Servicer hereunder and may, but is not obligated to, perform, or
cause a designee to perform, any defaulted obligation of the Master Servicer
hereunder and in connection with any such defaulted obligation to exercise the
related rights of the Master Servicer hereunder; provided that the Master
Servicer shall not be relieved of any of its obligations hereunder by virtue
of such performance by the Depositor or its designee. Neither the Trustee nor
the Depositor shall have any responsibility or liability for any action or
failure to act by the Master Servicer or the Servicer nor shall the Trustee or
the Depositor be obligated to supervise the performance of the Master Servicer
hereunder or the Servicer under the Servicing Agreement or otherwise.

Section 3.05. Trustee to Act as Master Servicer.

          In the event that the Master Servicer shall for any reason no longer
be the Master Servicer hereunder (including by reason of a Master Servicer
Event of Termination), the Trustee or its successor shall in accordance with
Section 7.02 thereupon assume all of the rights and obligations of the Master
Servicer hereunder arising thereafter (except that the Trustee shall not be
(i) liable for losses of the predecessor Master Servicer pursuant to Section
3.07 hereof (or any acts or omissions of the predecessor Master Servicer
hereunder), (ii) obligated to make Advances if it is prohibited from doing so
by applicable law, (iii) obligated to effectuate repurchases or


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<PAGE>

substitutions of Mortgage Loans hereunder including, but not limited to,
repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or
2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant to
Section 2.03 hereof, (v) deemed to have made any representations and
warranties of the Master Servicer pursuant to Section 2.09 hereunder or (vi)
obligated to perform any obligation of the Master Servicer under Section 3.21
or 3.22 with respect to any period of time the Trustee was not the Master
Servicer). Any such assumption shall be subject to Section 7.02 hereof. If the
Master Servicer shall for any reason no longer be the Master Servicer
(including by reason of any Master Servicer Event of Termination), the Trustee
or its successor may, but shall not be obligated to, succeed to any rights and
obligations of the Master Servicer under each subservicing agreement.

          The Master Servicer shall, upon request of the Trustee, but at the
expense of the Master Servicer, deliver to the assuming party all documents
and records relating to each subservicing agreement or substitute subservicing
agreement and the Mortgage Loans then being serviced thereunder and an
accounting of amounts collected or held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of each subservicing
agreement or substitute subservicing agreement to the assuming party.

          The Trustee or successor master servicer shall be entitled to be
reimbursed from the Master Servicer for all costs associated with the transfer
of master servicing from the Master Servicer, including, without limitation,
any costs or expenses associated with the complete transfer of all master
servicing data and the completion, correction or manipulation of such master
servicing data as may be required by the Trustee or successor master servicer
to correct any errors or insufficiencies in the master servicing data or
otherwise to enable the Trustee or successor master servicer to master service
the Mortgage Loans properly and effectively.

          If the Master Servicer does not pay such reimbursement within thirty
(30) days of its receipt of an invoice therefor, such reimbursement shall be
an expense of the Trust and the Trustee shall be entitled to withdraw such
reimbursement from amounts on deposit in the Distribution Account pursuant to
Section 3.10(b)(iii); provided that the Master Servicer shall reimburse the
Trust for any such expense incurred by the Trust.

Section 3.06.  Protected Accounts.

      (a) The Master Servicer shall enforce the obligation of the Servicer
to establish and maintain a Protected Account in accordance with the Servicing
Agreement, with records to be kept with respect thereto on a Mortgage Loan by
Mortgage Loan basis, into which accounts shall be deposited within 48 hours
(or as of such other time specified in the Servicing Agreement) of receipt all
collections of principal and interest on any Mortgage Loan or amounts received
with respect to any REO Property, including Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, and Advances made from the Servicer's own
funds (less servicing compensation as permitted by the Servicing Agreement in
the case of the Servicer) and all other amounts to be deposited in the
Protected Account. The Master Servicer is hereby authorized to make
withdrawals from and deposits to the related Protected Account for purposes
required or permitted by this Agreement.



                                      59
<PAGE>

      (b) In accordance with the terms of the Servicing Agreement, amounts
on deposit in a Protected Account are required to be invested by the Servicer
in Permitted Investments. The income earned from investments made pursuant to
this Section 3.06 shall be paid to the Servicer under the Servicing Agreement,
and the risk of loss of moneys required to be distributed to the
Certificateholders resulting from such investments shall be borne by and be
the risk of the Servicer. The Servicer (to the extent provided in the
Servicing Agreement) shall deposit the amount of any such loss in the
Protected Account within two Business Days of receipt of notification of such
loss but not later than the second Business Day prior to the Distribution Date
on which the moneys so invested are required to be distributed to the
Certificateholders.

Section 3.07.  Collection of Mortgage Loan Payments; Collection Account;
Distribution Account; Class A-1 Cap Account; Class A-2 Cap Account; Class P
Reserve Fund.

          (a) The Master Servicer shall enforce the obligation of the Servicer
to collect all payments called for under the terms and provisions of the
Mortgage Loans to the extent such procedures shall be consistent with the
Servicing Agreement and the terms and provisions of any related Required
Insurance Policy.

          (b) The Master Servicer shall establish and maintain a Collection
Account, which may be deemed to be a sub account of the Distribution Account,
into which the Master Servicer shall deposit or cause to be deposited within
two Business Days of receipt, except as otherwise specifically provided
herein, the following payments and collections remitted by the Servicer, or
received by it in respect of Mortgage Loans subsequent to the Cut off Date
(other than in respect of principal and interest due on the Mortgage Loans on
or before the Cut off Date) and the following amounts required to be deposited
hereunder:

               (i) all payments on account of principal on the Mortgage Loans,
          including Principal Prepayments;

               (ii) all payments on account of interest on the Mortgage Loans,
          net of the related Servicing Fee;

               (iii) all Liquidation Proceeds (including Insurance Proceeds),
          other than proceeds to be applied to the restoration or repair of
          the Mortgaged Property or released to the Mortgagor in accordance
          with the Servicer's or Master Servicer's normal servicing
          procedures, and all Recoveries;

               (iv) any amount required to be deposited by the Master Servicer
          pursuant to Section 3.07(e) in connection with any losses on
          Permitted Investments;

               (v) any amounts required to be deposited by the Master Servicer
          pursuant to Section 3.15(b) and 3.15(d), and in respect of net
          monthly rental income from REO Property pursuant to Section 3.15
          hereof;

               (vi) all Substitution Adjustment Amounts;

               (vii) all Advances made by the Master Servicer pursuant to
          Section 4.01;



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<PAGE>

               (viii) any Class P Prepayment Charges;

               (ix) any Compensating Interest payments;

               (x) any amounts deposited by the Master Servicer in connection
          with a deductible clause in any blanket hazard insurance policy in
          respect of the Mortgage Loans;

               (xi) all proceeds of a primary mortgage guaranty insurance
          policy in respect of the Mortgage Loans; and

               (xii) any other amounts required to be deposited hereunder.

          In the event that the Master Servicer shall deposit into the
Collection Account any amount not required to be deposited, it may at any time
withdraw such amount from the Collection Account, any provision herein to the
contrary notwithstanding. The Master Servicer shall maintain adequate records
with respect to all withdrawals made pursuant to this Section. All funds
deposited in the Collection Account shall be held in trust for the
Certificateholders and the Class A-7A Certificate Insurer until withdrawn in
accordance with Section 3.10.

     (c) [Reserved].

     (d) The Trust Administrator shall establish and maintain, on behalf
of the Certificateholders and the Class A-7A Certificate Insurer, the
Distribution Account. The Trust Administrator shall, promptly upon receipt but
no later than on the Distribution Account Deposit Date, deposit in the
Distribution Account and retain therein the following:

               (i) the aggregate amount remitted by the Master Servicer to the
          Trust Administrator pursuant to Section 3.10(a)(ix)(A);

               (ii) any amount deposited by the Master Servicer or the Trust
          Administrator pursuant to Section 3.07(e) in connection with any
          losses on Permitted Investments; and

               (iii) any other amounts described hereunder which are required
          to be deposited in the Distribution Account.

In the event that the Master Servicer shall remit any amount not required to
be remitted, it may at any time direct the Trust Administrator in writing to
withdraw such amount from the Distribution Account, any provision herein to
the contrary notwithstanding. Such direction may be accomplished by delivering
an Officer's Certificate to the Trust Administrator which describes the
amounts deposited in error in the Distribution Account. All funds deposited in
the Distribution Account shall be held by the Trust Administrator in trust for
the Certificateholders and the Class A-7A Certificate Insurer until disbursed
in accordance with this Agreement or withdrawn in accordance with Section
3.10(b). In no event shall the Trust Administrator incur liability for
withdrawals from the Distribution Account at the direction of the Master
Servicer.

(e) Each institution at which the Collection Account or Distribution Account
is maintained shall invest the funds on deposit in the Collection Account, as
directed in writing by the Master


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<PAGE>

Servicer, or the Distribution Account, as directed in writing by the Trust
Administrator, in Permitted Investments. Funds invested in the Collection
Account shall mature not later than the Business Day next preceding the
related Distribution Account Deposit Date (except that if such Permitted
Investment is an obligation of or is managed by the institution that
maintains, or is the custodian for, such account, then such Permitted
Investment shall mature not later than such Distribution Account Deposit
Date). Funds invested in the Distribution Account shall mature not later than
the related Distribution Account Deposit Date (except that if such Permitted
Investment is an obligation of or is managed by the institution that
maintains, or is the custodian for, such account, then such Permitted
Investment shall mature not later than such related Distribution Date).
Permitted Investments in respect of the Collection Account or the Distribution
Account shall not be sold or disposed of prior to their maturity. All such
Permitted Investments shall be made in the name of the Trustee, for the
benefit of the Certificateholders and the Class A-7A Certificate Insurer. All
income and gain net of any losses realized from any such investment of funds
on deposit in the Collection Account shall be for the benefit of the Master
Servicer as Master Servicing Compensation and shall be remitted to it monthly
as provided herein. The amount of any realized losses in the Collection
Account incurred in any such account in respect of any such investments shall
promptly be deposited by the Master Servicer (from its own funds without any
right of reimbursement) in the Collection Account or paid to the Trust
Administrator by wire transfer of immediately available funds for deposit into
the Distribution Account. All income and gain (net of any losses realized from
any such investment of funds on deposit in the Distribution Account) shall be
for the benefit of the Trust Administrator as compensation and shall be
remitted to it monthly as provided herein. The amount of any realized losses
in the Distribution Account incurred in any such account in respect of any
such investments shall promptly be deposited by the Trust Administrator, in
the Distribution Account. The Trust Administrator shall not be liable for the
amount of any loss incurred in respect of any investment or lack of investment
of funds held in the Collection Account (except to the extent the Trust
Administrator is the obligor and has defaulted thereon), or the Distribution
Account, and made in accordance with this Section 3.07. In the absence of
written instructions by the Trust Administrator, all funds on deposit therein
shall remain uninvested.

      (e) The Master Servicer shall give notice to the Trustee, the Trust
Administrator, each Rating Agency, the Class A-7A Certificate Insurer and the
Depositor of any proposed change of the location of the Collection Account
prior to any change thereof. The Trust Administrator shall give notice to the
Trustee, the Master Servicer, the Class A-7A Certificate Insurer, each Rating
Agency and the Depositor of any proposed change of the location of the
Distribution Account or the Carryover Reserve Fund prior to any change
thereof.

      (f) Each of the Collection Account and Distribution Account, shall
at all times be an Eligible Account, provided, that the Collection Account may
be deemed to be a sub account of the Distribution Account. If at any time
either the Collection Account, or Distribution Account, as applicable, ceases
to be an Eligible Account, the Master Servicer or the Trust Administrator, as
applicable, shall immediately establish and maintain a new Collection Account
or Distribution Account, as applicable, that is an Eligible Account, and shall
immediately transfer all funds on deposit in the former Collection Account or
Distribution Account, as applicable, to the new Collection Account or
Distribution Account, as applicable.



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<PAGE>

      (g) [Reserved].

      (h) On the Closing Date, the Trust Administrator shall establish and
maintain in its name, in trust for the benefit of the Supplemental Interest
Trust on behalf of the Holders of the Offered Certificates, the Class A-1 Cap
Account, and the Depositor shall deposit $1,000 therein upon receipt from or
on behalf of the Depositor of such amount. All funds on deposit in the Class
A-1 Cap Account shall be held separate and apart from, and shall not be
commingled with, any other moneys, including without limitation, other moneys
held by the Trust Administrator pursuant to this Agreement.

      (i) On the Closing Date, the Trust Administrator shall establish and
maintain in its name, in trust for the benefit of the Supplemental Interest
Trust on behalf of the Holders of the Offered Certificates, the Class A-2 Cap
Account, and shall deposit $1,000 therein upon receipt from or on behalf of
the Depositor of such amount. All funds on deposit in the Class A-2 Cap
Account shall be held separate and apart from, and shall not be commingled
with, any other moneys, including without limitation, other moneys held by the
Trust Administrator pursuant to this Agreement.

          On each Distribution Date, the Trust Administrator shall deposit
into the Class A-1 Cap Account and the Class A-2 Cap Account all amounts
received in respect of the Class A-1 Cap Contract and the Class A-2 Cap
Contract, respectively, for the related Accrual Period. The Trust
Administrator shall make withdrawals from the Class A-1 Cap Account and the
Class A-2 Cap Account to make distributions pursuant to Section 4.07
exclusively (other than as expressly provided for in Section 3.10).

          Funds in the Class A-1 Cap Account and the Class A-2 Cap Account may
be invested in Permitted Investments at the direction of the Holders of the
Class C Certificates, which Permitted Investments shall mature not later than
the Business Day immediately preceding the first Distribution Date that
follows the date of such investment (except that if such Permitted Investment
is an obligation of the institution that maintains the Class A-1 Cap Account
and the Class A-2 Cap Account, then such Permitted Investment shall mature not
later than such Distribution Date) and shall not be sold or disposed of prior
to maturity. All such Permitted Investments shall be made in the name of the
Trust Administrator, for the benefit of the Supplemental Interest Trust, on
behalf of the Holders of the Offered Certificates. Any net investment earnings
on such amounts shall be retained therein until withdrawn as provided in
Section 3.10. Any losses incurred in the Class A-1 Cap Account and the Class
A-2 Cap Account in respect of any such investments shall be charged against
amounts on deposit in such Cap Account (or the amount of such investments)
immediately as realized. The Trust Administrator shall not be liable for the
amount of any loss incurred in respect of any investment or lack of investment
of funds held in the Class A-1 Cap Account and the Class A-2 Cap Account and
made in accordance with this Section 3.07. The Class A-1 Cap Account and the
Class A-2 Cap Account will not constitute an asset of the Trust Fund or any
REMIC created hereunder. The Class C Certificates shall evidence ownership of
the Class A-1 Cap Account and the Class A-2 Cap Account for federal tax
purposes. If no investment direction is received by the Trust Administrator
from Holders of the Class C Certificates, funds in the Class A-1 Cap Account
and the Class A-2 Cap Account shall remain uninvested.



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<PAGE>

      (j) On the Closing Date, the Trust Administrator shall establish and
maintain in the name of the Trustee, in trust for the benefit of the Holders of
the Class P Certificates, the Class P Reserve Fund and shall deposit $100
therein upon receipt from or on behalf of the Depositor of such amount. The
Class P Reserve Fund shall be an Eligible Account, and funds on deposit therein
shall be held separate and apart from, and shall not be commingled with, any
other moneys, including without limitation, other moneys held by the Trust
Administrator pursuant to this Agreement. Funds in the Class P Reserve Fund
shall remain uninvested.

Section 3.08.  Collection of Taxes, Assessments and Similar Items; Escrow
Accounts.

          To the extent required by the Servicing Agreement and by the related
Mortgage Note and not violative of current law, the Master Servicer shall
require the Servicer to establish and maintain one or more accounts (each, an
"Escrow Account") and deposit and retain therein all collections from the
Mortgagors (or Advances by the Servicer) for the payment of taxes,
assessments, hazard insurance premiums or comparable items for the account of
the Mortgagors. Nothing herein shall require the Master Servicer to compel the
Servicer to establish an Escrow Account in violation of applicable law.

          As of the Closing Date, amounts held in the Escrow Account shall be
maintained in an account at Colonial Bank, N.A. titled "Taylor, Bean &
Whitaker Mortgage Corp., in Trust for The Bank of New York, as Trustee for TBW
Mortgage-Backed Trust, Series 2007-1". Pursuant to the Servicing Agreement,
such amounts shall be wired to Wells Fargo Bank, N.A. by no later than noon
(Eastern Time) on each of the first Business Day and the 15th day (or if the
15th is not a Business Day, the last Business Day prior to the 15th) of each
calendar month during which Colonial Bank, N.A. maintains such account. The
Master Servicer shall be required to establish and maintain an account for
such transfer. Not later than noon (Eastern Time) on the Business Day
immediately following the Business Day on which Colonial Bank, N.A. wired
funds from the Escrow Account to the Master Servicer, the Master Servicer
shall wire such funds to the account at Colonial Bank titled "Taylor, Bean &
Whitaker Mortgage Corp., in Trust for The Bank of New York, as Trustee for TBW
Mortgage-Backed Trust, Series 2007-1".

Section 3.09.  Access to Certain Documentation and Information Regarding the
Mortgage Loans.

          The Master Servicer and the Custodian shall afford and the Master
Servicer shall require the Servicer to afford the Depositor, the Trustee, the
Class A-7A Certificate Insurer and the Trust Administrator and their
respective agents or representatives reasonable access to all records and
documentation regarding the Mortgage Loans and all accounts, insurance
information and other matters relating to this Agreement or the Servicing
Agreement, such access being afforded without charge, but only upon reasonable
request and during normal business hours at the office designated by the
Master Servicer, the Servicer or the Custodian to the extent set forth in the
Servicing Agreement.

          Upon reasonable advance notice in writing, the Master Servicer
and the Custodian will provide or the Master Servicer shall require the
Servicer, to the extent set forth in the Servicing Agreement, to provide to
each Certificateholder which is a savings and loan


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<PAGE>

association, bank or insurance company certain reports and reasonable access
to information and documentation regarding the Mortgage Loans sufficient to
permit such Certificateholder to comply with applicable regulations of the OTS
or other regulatory authorities with respect to investment in the
Certificates; provided, that the Master Servicer, the Servicer or the
Custodian shall be entitled to be reimbursed by each such Certificateholder
for actual expenses incurred by the Master Servicer, the Servicer or the
Custodian in providing such reports and access.

Section 3.10. Permitted Withdrawals from the Collection Account, the
Distribution Account the Class A-1 Cap Account and the Class A-2 Cap Account,
the Class P Reserve Fund and the Carryover Reserve Fund.

          (a) The Master Servicer may from time to time make withdrawals from
the Collection Account for the following purposes:

               (i) to pay to the Servicer (to the extent not previously
          retained by it), the servicing compensation to which it is entitled
          pursuant to the Servicing Agreement, and to pay to the Master
          Servicer, earnings on or investment income with respect to funds in
          or credited to the Collection Account;

               (ii) to reimburse the Servicer or the Master Servicer for
          unreimbursed Advances made by it, such right of reimbursement
          pursuant to this sub clause (ii) being limited to amounts received
          on the Mortgage Loan(s) in respect of which any such Advance was
          made;

               (iii) to reimburse the Servicer or the Master Servicer for any
          Nonrecoverable Advance previously made;

               (iv) to reimburse the Servicer or the Master Servicer for
          Insured Expenses from the related Insurance Proceeds;

               (v) to reimburse the Servicer or the Master Servicer for (a)
          unreimbursed Servicing Advances, the Servicer's or the Master
          Servicer's right to reimbursement pursuant to this clause (a) with
          respect to any Mortgage Loan being limited to amounts received on
          such Mortgage Loan(s) which represent late recoveries of the
          payments for which such Advances were made pursuant to Section 3.01
          or Section 4.01 and (b) for unpaid Servicing Fees as provided in
          Section 3.15 hereof;

               (vi) to pay to the purchaser, with respect to each Mortgage
          Loan or property acquired in respect thereof that has been purchased
          pursuant to Section 2.02 or 2.03, all amounts received thereon after
          the date of such purchase;

               (vii) to reimburse the Transferor, the Master Servicer or the
          Depositor for expenses or indemnities incurred by any of them and
          reimbursable pursuant to Section 6.03 hereof;

               (viii) to withdraw any amount deposited in the Collection
          Account and not required to be deposited therein;



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               (ix) on or prior to the Distribution Account Deposit Date, to
          (A) withdraw (i) an amount equal to the related Available Funds for
          such Distribution Date and (ii) any Subsequent Recoveries received
          during the related Prepayment Period, and remit by wire transfer of
          immediately available funds such amounts to the Trust Administrator
          for deposit in the Distribution Account and (B) withdraw any Class P
          Prepayment Charges received and remit by wire transfer of
          immediately available funds such amounts to the Trust Administrator
          for deposit into the Distribution Account;

               (x) to reimburse the Master Servicer for any costs or expenses
          incurred by it and reimbursable pursuant to Section 3.02;

               (xi) to reimburse the Trust Administrator for any costs or
          expenses incurred by it and reimbursable pursuant to Section 9.02(x)
          and Section 9.12; and

               (xii) to clear and terminate the Collection Account upon
          termination of this Agreement pursuant to Section 10.01 hereof.

          The Master Servicer shall keep and maintain separate accounting, on
a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Collection Account pursuant to such sub clauses (i), (ii),
(iv), (v) and (vi). Prior to making any withdrawal from the Collection Account
pursuant to sub clause (iii), the Master Servicer shall deliver to the Trust
Administrator and the Class A-7A Certificate Insurer an Officer's Certificate
of a Master Servicing Officer indicating the amount of any previous Advance
determined by the Master Servicer to be a Nonrecoverable Advance and
identifying the related Mortgage Loans(s), and their respective portions of
such Nonrecoverable Advance.

          (b) The Trust Administrator shall withdraw funds from the
Distribution Account for distributions to Certificateholders, in the manner
specified in this Agreement (and withhold from the amounts so withdrawn, the
amount of any taxes that it is authorized to withhold pursuant to the last
paragraph of Section 9.11). In addition, the Trust Administrator (or, in the
case of clause (iii), the Trustee, as to any indemnity, expense or other
reimbursement owed to the Trustee pursuant to Section 3.05, 7.02, 8.05 or
9.05) may from time to time make withdrawals from the Distribution Account for
the following purposes:

               (i) to pay to the Trust Administrator earnings on or investment
          income, if any with respect to funds in or credited to the
          Distribution Account;

               (ii) to withdraw and return to the Master Servicer any amount
          deposited in the Distribution Account and not required to be
          deposited therein in accordance with Section 3.07(d);

               (iii) to withdraw any indemnity, expense or other reimbursement
          owed to it or the Trustee pursuant to this Agreement, including,
          without limitation, Section 3.05, Section 7.02, Section 8.05 and
          Section 9.05; and

               (iv) to clear and terminate the Distribution Account upon
          termination of the Agreement pursuant to Section 10.01 hereof.



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          (c) [Reserved]

          (d) The Trust Administrator shall withdraw funds from the Class A-1
Cap Account and the Class A-2 Cap Account for distribution to the Offered
Certificates in the manner specified in Section 4.07 (and shall withhold from
the amounts so withdrawn the amount of any taxes that it is authorized to
retain pursuant to the last paragraph of Section 9.11). In addition, the Trust
Administrator may from time to time make withdrawals from the Class A-1 Cap
Account and the Class A-2 Cap Account for the following purposes:

               (i) to withdraw any amount deposited in the Class A-1 Cap
          Account and the Class A-2 Cap Account and not required to be
          deposited therein;

               (ii) to clear and terminate the Class A-1 Cap Account upon the
          earlier of (A) the Class A-1 Cap Contract Scheduled Termination Date
          and (B) the termination of this Agreement pursuant to Section 10.01;
          and

               (iii) to clear and terminate the Class A-2 Cap Account upon the
          earlier of (A) the Class A-2 Cap Contract Scheduled Termination Date
          and (B) the termination of this Agreement pursuant to Section 10.01.

          (e) The Trust Administrator shall withdraw funds from the Class P
Reserve Fund for distribution to the Class P Certificates in the manner
specified in Section 4.02(b) (and shall withhold from the amounts so withdrawn
the amount of any taxes that it is authorized to retain pursuant to the last
paragraph of Section 9.11). In addition, the Trust Administrator may from time
to time make withdrawals from the Class P Reserve Fund for the following
purposes:

               (i) to withdraw any amount deposited in the Class P Reserve
          Fund and not required to be deposited therein; and

               (ii) to clear and terminate the Class P Reserve Fund upon the
          termination of this Agreement pursuant to Section 10.01.

          (f) The Trust Administrator shall withdraw funds from the Carryover
Reserve Fund for distribution to the Certificateholders in the manner
specified in this Agreement (and to withhold from the amounts so withdrawn,
the amount of any taxes that it is authorized to retain pursuant to the third
paragraph of Section 9.11). In addition, the Trust Administrator may from time
to time make withdrawals from the Carryover Reserve Fund for the following
purposes:

               (i) to withdraw any amount deposited in the Carryover Reserve
          Fund and not required to be deposited therein; and

               (ii) to clear and terminate the Carryover Reserve Fund upon
          termination of the Agreement pursuant to Section 10.01 hereof.

Section 3.11. Maintenance of Hazard Insurance.



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          (a) For each Mortgage Loan, the Master Servicer shall enforce any
obligation of the Servicer under the Servicing Agreement to maintain or cause
to be maintained standard fire and casualty insurance and, where applicable,
flood insurance, all in accordance with the provisions of the Servicing
Agreement. It is understood and agreed that such insurance shall be with
insurers meeting the eligibility requirements set forth in the Servicing
Agreement and that no earthquake or other additional insurance is to be
required of any Mortgagor or to be maintained on property acquired in respect
of a defaulted loan, other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance.

          (b) Pursuant to Section 3.07, any amounts collected by the Master
Servicer, or by the Servicer, under any insurance policies (other than amounts
to be applied to the restoration or repair of the property subject to the
related Mortgage or released to the Mortgagor in accordance with the Servicing
Agreement) shall be deposited into the Collection Account, subject to
withdrawal pursuant to Sections 3.07 and 3.10. Any cost incurred by the Master
Servicer or the Servicer in maintaining any such insurance if the Mortgagor
defaults in its obligation to do so shall be added to the amount owing under
the Mortgage Loan where the terms of the Mortgage Loan so permit; provided,
however, that the addition of any such cost shall not be taken into account
for purposes of calculating the distributions to be made to Certificateholders
and shall be recoverable by the Master Servicer or the Servicer pursuant to
Section 3.10.

Section 3.12. Presentment of Claims and Collection of Proceeds.

            The Master Servicer shall (to the extent provided in the Servicing
Agreement) cause the Servicer to prepare and present on behalf of the Trustee,
the Certificateholders and the Class A-7A Certificate Insurer all claims under
the Insurance Policies and take such actions (including the negotiation,
settlement, compromise or enforcement of the insured's claim) as shall be
necessary to realize recovery under such policies. Any proceeds disbursed to
the Master Servicer (or disbursed to the Servicer and remitted to the Master
Servicer) in respect of such policies, bonds or contracts shall be promptly
deposited in the Collection Account upon receipt, except that any amounts
realized that are to be applied to the repair or restoration of the related
Mortgaged Property as a condition precedent to the presentation of claims on
the related Mortgage Loan to the insurer under any applicable Insurance Policy
need not be so deposited (or remitted).

Section 3.13. Maintenance of the Primary Insurance Policies.

          (a) The Master Servicer shall not take, or permit the Servicer (to
the extent such action is prohibited under the Servicing Agreement) to take,
any action that would result in noncoverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of such Master
Servicer or Servicer, would have been covered thereunder. The Master Servicer
shall use its best reasonable efforts to cause the Servicer (to the extent
required under the Servicing Agreement) to keep in force and effect (to the
extent that the Mortgage Loan requires the Mortgagor to maintain such
insurance), primary mortgage insurance applicable to each Mortgage Loan in
accordance with the provisions of this Agreement and the Servicing Agreement,
as applicable. The Master Servicer shall not, and shall not permit the
Servicer (to the extent required under the Servicing Agreement) to, cancel or
refuse to renew any such Primary Insurance Policy that is in effect at the
date of the initial issuance of the Mortgage Note


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<PAGE>


and is required to be kept in force hereunder except in accordance with the
provisions of this Agreement and the Servicing Agreement, as applicable.

          (b) The Master Servicer agrees to present, or to cause the Servicer
(to the extent required under the Servicing Agreement) to present, on behalf
of the Trustee, the Certificateholders and the Class A-7A Certificate Insurer,
claims to the insurer under any Primary Insurance Policies and, in this
regard, to take such reasonable action as shall be necessary to permit
recovery under any Primary Insurance Policies respecting defaulted Mortgage
Loans. Pursuant to Section 3.07, any amounts collected by the Master Servicer
or the Servicer under any Primary Mortgage Insurance Policies shall be
deposited in the Collection Account, subject to withdrawal pursuant to
Sections 3.07 and 3.10.

Section 3.14. Realization upon Defaulted Mortgage Loans.

          The Master Servicer shall cause the Servicer (to the extent required
under the Servicing Agreement) to foreclose upon, repossess or otherwise
comparably convert the ownership of Mortgaged Properties securing such of the
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments,
all in accordance with the Servicing Agreement.

Section 3.15. REO Property.

          (a) In the event the Trust Fund acquires ownership of any REO
Property in respect of any related Mortgage Loan, the deed or certificate of
sale shall be issued to the Trustee, or to its nominee, on behalf of the
related Certificateholders and the Class A-7A Certificate Insurer. The Master
Servicer shall, to the extent provided in the Servicing Agreement, cause the
Servicer to sell any REO Property as expeditiously as possible and in
accordance with the provisions of this Agreement and the Servicing Agreement,
as applicable. Pursuant to its efforts to sell such REO Property, the Master
Servicer shall cause the Servicer to protect and conserve such REO Property in
the manner and to the extent required by the Servicing Agreement, subject to
the REMIC Provisions.

          (b) The Master Servicer shall, to the extent required by the
Servicing Agreement, cause the Servicer to deposit all funds collected and
received in connection with the operation of any REO Property in the Protected
Account.

          (c) The Master Servicer and the Servicer, upon the final disposition
of any REO Property, shall be entitled to reimbursement for any related
unreimbursed Advances and other unreimbursed advances as well as any unpaid
Servicing Fees from Liquidation Proceeds received in connection with the final
disposition of such REO Property; provided, that any such unreimbursed
Advances as well as any unpaid Servicing Fees may be reimbursed or paid, as
the case may be, prior to final disposition, out of any net rental income or
other net amounts derived from such REO Property.

          (d) The Liquidation Proceeds from the final disposition of the REO
Property, net of any payment to the Master Servicer and the Servicer as
provided above shall be deposited in the Protected Account on or prior to the
Determination Date in the month following receipt thereof


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<PAGE>


and be remitted by wire transfer in immediately available funds to the Master
Servicer for deposit into the Collection Account.

          In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer shall enforce the obligation of the
Servicer to dispose of such Mortgaged Property prior to the close of the third
calendar year after the year in which the Trust Fund acquires such Mortgaged
Property unless the Servicer shall have applied for and received an extension
of such period from the Internal Revenue Service, in which case the Trust Fund
may continue to hold such Mortgaged Property for the period of such extension.
Notwithstanding any other provision of this Agreement, no Mortgaged Property
acquired by the Trust Fund shall be rented (or allowed to continue to be
rented) or otherwise used for the production of income by or on behalf of the
Trust Fund in such a manner or pursuant to any terms that would (i) cause such
Mortgaged Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC hereunder
to the imposition of any federal, state or local income taxes on the income
earned from such Mortgaged Property under Section 860G(c) of the Code or
otherwise, unless the Master Servicer or Servicer, as applicable, has agreed
to indemnify and hold harmless the Trust Fund with respect to the imposition
of any such taxes.

          In the event of a default on a Mortgage Loan one or more of whose
obligors is not a United States Person, as that term is defined in Section
7701(a)(30) of the Code, in connection with any foreclosure or acquisition of
a deed in lieu of foreclosure (together, "foreclosure") in respect of such
Mortgage Loan, the Master Servicer will cause the Servicer to comply with the
provisions of Treasury Regulation Section 1.1445 2(d)(3) (or any successor
provision thereto) necessary to assure that no withholding tax obligation
arises with respect to the proceeds of such foreclosure except to the extent,
if any, that proceeds of such foreclosure are required to be remitted to the
obligors on such Mortgage Loan.

Section 3.16. Due on Sale Clauses; Assumption Agreements.

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

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

          Upon (i) the payment in full of any Mortgage Loan, or (ii) the
receipt by the Master Servicer of a notification that payment in full will be
escrowed in a manner customary for such purposes or otherwise in connection
with the servicing of any Mortgage Loan, the Master Servicer shall, upon
receipt of notification from the Servicer pursuant to the Servicing Agreement,
which notification shall state that such payment in full has been deposited in
the Collection Account or has otherwise been escrowed in a manner customary
for such purposes, instruct the Custodian to, and the Custodian shall release
the related Mortgage File to the Servicer. Upon notification, the Trustee
shall at the Custodian's direction execute and deliver to


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the Custodian the request for reconveyance, deed of reconveyance or release or
satisfaction of mortgage or such instrument releasing the lien of the Mortgage
in each case provided by the Custodian, together with the Mortgage Note with
written evidence of cancellation thereon. Expenses incurred in connection with
any instrument of satisfaction or deed of reconveyance shall be chargeable to
the related Mortgagor.

          If the Master Servicer or Servicer at any time seeks to initiate a
foreclosure proceeding in respect of any Mortgaged Property as authorized by
this Agreement or the Servicing Agreement, the Master Servicer or Servicer
shall deliver or cause to be delivered to the Trustee, for signature, as
appropriate, any court pleadings, requests for trustee's sale or other
documents necessary to effectuate such foreclosure or any legal action brought
to obtain judgment against the Mortgagor on the Mortgage Note or the Mortgage
or to obtain a deficiency judgment or to enforce any other remedies or rights
provided by the Mortgage Note or the Mortgage or otherwise available at law or
in equity.

          Subject to this Section 3.17, the Trustee shall execute, at the
written request of the Master Servicer, and furnish to the Master Servicer or
the Servicer such documents as are necessary or appropriate to enable the
Master Servicer or the Servicer to carry out their servicing and
administrative duties hereunder. The Trustee shall not be liable for the
actions of the Master Servicer or the Servicer under any such documents.

Section 3.18. Documents, Records and Funds in Possession of the Master
Servicer and the Custodian to Be Held for the Trustee.

          Notwithstanding any other provisions of this Agreement, the Master
Servicer shall forward to the Custodian with an instruction to, and the
Custodian shall, place within the Mortgage File, and the Master Servicer shall
cause the Servicer to transmit to the Custodian as required by this Agreement
and the Servicing Agreement, all documents and instruments in respect of a
Mortgage Loan coming into the possession of the Master Servicer or Servicer
from time to time and shall account fully to the Trustee for any funds
received by the Master Servicer or Servicer or which otherwise are collected
by the Master Servicer or Servicer as Liquidation Proceeds or Insurance
Proceeds in respect of any Mortgage Loan. All Mortgage Files and funds
collected or held by, or under the control of, the Master Servicer, the
Servicer or the Custodian in respect of any Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds,
including but not limited to, any funds on deposit in the Collection Account
or any Protected Account, shall be held by the Master Servicer, the Servicer
or the Custodian for and on behalf of the Trustee and shall be and remain the
sole and exclusive property of the Trust, subject to the applicable provisions
of this Agreement and the Servicing Agreement. Each of the Master Servicer and
the Custodian also agrees that it shall not create, incur or subject any
Mortgage File or any funds that are deposited in the Collection Account,
Distribution Account, Carryover Reserve Fund or any Escrow Account, or any
funds that otherwise are or may become due or payable to the Trustee for the
benefit of the Certificateholders and the Class A-7A Certificate Insurer, to
any claim, lien, security interest, judgment, levy, writ of attachment or
other encumbrance, or assert by legal action or otherwise any claim or right
of setoff against any Mortgage File or any funds collected on, or in
connection with, a Mortgage Loan, except, however, that the Master Servicer
shall be entitled to set off


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<PAGE>


against and deduct from any such funds any amounts that are properly due and
payable to the Master Servicer under this Agreement.

Section 3.19. Master Servicing Compensation.

          As compensation for its activities hereunder, the Master Servicer
shall be entitled to retain or withdraw from the Collection Account an amount
equal to the Master Servicing Compensation.

Section 3.20. Access to Certain Documentation.

          The Master Servicer and the Custodian shall provide and the Master
Servicer shall cause the Servicer to provide in accordance with the Servicing
Agreement to the OTS and the FDIC and to comparable regulatory authorities
supervising Holders of Mezzanine Certificates and the examiners and
supervisory agents of the OTS, the FDIC and such other authorities, access to
the documentation regarding the Mortgage Loans required by applicable
regulations of the OTS and the FDIC. Such access shall be afforded without
charge, but only upon reasonable and prior written request and during normal
business hours at the offices designated by the Master Servicer, the Custodian
and the Servicer. Nothing in this Section shall limit the obligation of the
Master Servicer, the Custodian and the Servicer to observe any applicable law
prohibiting disclosure of information regarding the Mortgagors and the failure
of the Master Servicer, the Custodian or the Servicer to provide access as
provided in this Section as a result of such obligation shall not constitute a
breach of this Section. In fulfilling such requests, the Master Servicer and
the Custodian shall not be responsible to determine the sufficiency of such
information.

Section 3.21. Annual Statement as to Compliance.

          (a) The Master Servicer and the Trust Administrator shall deliver or
otherwise make available (and the Master Servicer and Trust Administrator
shall cause any Servicing Function Participant engaged by it to deliver) to
the Depositor, the Class A-7A Certificate Insurer and the Trust Administrator
on or before March 10 (with a 5 calendar day cure period but in no event later
than March 15) of each year, commencing in March 2008, an Officer's
Certificate (an "Annual Statement of Compliance") stating, as to the signer
thereof, that (A) a review of such party's activities during the preceding
calendar year or portion thereof and of such party's performance under this
Agreement or such other applicable Agreement in the case of a Servicing
Function Participant, has been made under such officer's supervision and (B)
to the best of such officer's knowledge, based on such review, such party has
fulfilled all its obligations under this Agreement, in all material respects
throughout such year or portion thereof, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status thereof. Promptly
after receipt of each such Annual Statement of Compliance, the Depositor shall
review such Annual Statement of Compliance and, if applicable, consult with
each such party, as applicable, as to the nature of any failure by such party
identified therein, in the fulfillment of any of such party's obligations
hereunder.

          (b) The Master Servicer shall enforce any obligation of the
Servicer, to the extent set forth in the Servicing Agreement, to deliver to
the Master Servicer an Annual Statement of


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<PAGE>


Compliance within the time frame set forth in, and in such form and substance
as may be required pursuant to, the Servicing Agreement. The Master Servicer
shall include all annual statements of compliance received by it from each
servicer with its own annual statement of compliance to be submitted to the
Trust Administrator pursuant to this Section.

          (c) In the event the Master Servicer, the Trust Administrator or any
Servicing Function Participant engaged by any such party is terminated or
resigns pursuant to the terms of this Agreement, or any applicable agreement
in the case of a Servicing Function Participant, as the case may be, such
party shall provide an Officer's Certificate pursuant to this Section 3.21 or
to such applicable agreement, as the case may be, notwithstanding any such
termination, assignment or resignation.

Section 3.22. Report on Assessment of Compliance and Attestation.

          (a) (i) By March 10 (with a 5 calendar day cure period but in no
event later than March 15) of each year, commencing in March 2008, the Master
Servicer, the Trust Administrator and the Custodian, each at its own expense,
shall furnish or otherwise make available, and each such party shall cause any
Servicing Function Participant engaged by it to furnish, each at its own
expense, to the Trust Administrator, the Class A-7A Certificate Insurer and
the Depositor, a report on an assessment of compliance with the Relevant
Servicing Criteria in the form of Exhibit Q hereto, (an "Assessment of
Compliance") that contains (A) a statement by such party of its responsibility
for assessing compliance with the Relevant Servicing Criteria, (B) a statement
that such party used the Servicing Criteria to assess compliance with the
Relevant Servicing Criteria, (C) such party's assessment of compliance with
the Relevant Servicing Criteria as of and for the fiscal year covered by the
Form 10-K required to be filed pursuant to Section 3.22, including, if there
has been any material instance of noncompliance with the Relevant Servicing
Criteria, a discussion of each such failure and the nature and status thereof,
and (D) a statement that a registered public accounting firm has issued an
attestation report on such party's assessment of compliance with the Relevant
Servicing Criteria as of and for such period.

          (ii) No later than the end of each fiscal year for the Trust Fund
     for which a Form 10-K is required to be filed, the Master Servicer and
     the Custodian shall each forward to the Trust Administrator the name of
     each Servicing Function Participant engaged by it and what Relevant
     Servicing Criteria will be addressed in the Assessment of Compliance
     prepared by such Servicing Function Participant (provided, that the
     Master Servicer need not provide such information to the Trust
     Administrator so long as the Master Servicer and the Trust Administrator
     are the same Person). When each of the Master Servicer, the Custodian and
     the Trust Administrator (or any Servicing Function Participant engaged by
     either of them) submit their Assessments of Compliance to the Trust
     Administrator, each such party will also at such time include the
     Assessment of Compliance and Accountant's Attestation pursuant to Section
     3.22(b)(i) of each Servicing Function Participant engaged by it.

          (iii) Promptly after receipt of each Assessment of Compliance, (A)
     the Depositor shall review each such report and, if applicable, consult
     with the Master Servicer, the Trust Administrator, the Custodian and any
     Servicing Function Participant


                                      73
<PAGE>


     engaged by any such party as to the nature of any material instance of
     noncompliance with the Relevant Servicing Criteria by such party, and (B)
     the Trust Administrator shall confirm that the Assessments of Compliance,
     taken as a whole, address all of the Servicing Criteria and taken
     individually address the Relevant Servicing Criteria for each party as
     set forth on Exhibit X and on any similar exhibit set forth in the
     Servicing Agreement in respect of the Servicer and notify the Depositor
     of any exceptions.

          (iv) The Master Servicer shall enforce any obligation of the
     Servicer, to the extent set forth in the Servicing Agreement, to deliver
     to the Master Servicer an annual Assessment of Compliance within the time
     frame set forth in, and in such form and substance as may be required
     pursuant to, the Servicing Agreement. The Master Servicer shall include
     all Assessments of Compliance received by it from the Servicer with its
     own Assessment of Compliance to be submitted to the Trust Administrator
     pursuant to this Section.

          In the event the Master Servicer, the Trust Administrator, the
Custodian or any Servicing Function Participant engaged by any such party is
terminated, assigns its rights and obligations under, or resigns pursuant to,
the terms of this Agreement, or any other applicable agreement, as the case
may be, such party shall provide a report on assessment of compliance pursuant
to this Section 3.22, or to such other applicable agreement, notwithstanding
any such termination, assignment or resignation.

     (b) (i) By March 10 (with a 5 calendar day cure period but in no event
later than March 15) of each year, commencing in March 2008, the Master
Servicer, the Trust Administrator and the Custodian, each at its own expense,
shall cause, and each such party shall cause any Servicing Function
Participant engaged by it to cause, each at its own expense, a registered
public accounting firm (which may also render other services to the Master
Servicer, the Custodian, the Trust Administrator, or such Servicing Function
Participants, as the case may be) that is a member of the American Institute
of Certified Public Accountants to furnish an attestation report to the Trust
Administrator, the Class A-7A Certificate Insurer and the Depositor (an
"Accountant's Attestation"), to the effect that (A) it has obtained a
representation regarding certain matters from the management of such party,
which includes an assertion that such party has complied with the Relevant
Servicing Criteria, and (B) on the basis of an examination conducted by such
firm in accordance with standards for attestation engagements issued or
adopted by the PCAOB, it is expressing an opinion as to whether such party's
compliance with the Relevant Servicing Criteria was fairly stated in all
material respects, or it cannot express an overall opinion regarding such
party's assessment of compliance with the Relevant Servicing Criteria. In the
event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such
an opinion. Such report must be available for general use and not contain
restricted use language.

          (ii) Promptly after receipt of each such Assessment of Compliance
     and Accountant's Attestation the Trust Administrator shall confirm that
     each assessment submitted pursuant to Section 3.22(a)(i) is coupled with
     an attestation that appears on its face to meet the requirements of this
     Section and notify the Depositor of any exceptions.


                                      74
<PAGE>


          (iii) The Master Servicer shall enforce any obligation of the
     Servicer, to the extent set forth in the Servicing Agreement, to deliver
     to the Master Servicer an attestation within the time frame set forth in,
     and in such form and substance as may be required pursuant to, the
     Servicing Agreement. The Master Servicer shall include each such
     attestation furnished to it by the Servicer with its own attestation to
     be submitted to the Trust Administrator pursuant to this Section.

          In the event the Master Servicer, the Trust Administrator, the
Custodian, the Servicer or any Servicing Function Participant engaged by any
such party, is terminated, assigns its rights and duties under, or resigns
pursuant to the terms of, this Agreement, or any applicable Custodial
Agreement, Servicing Agreement or sub-servicing agreement, as the case may be,
such party shall cause a registered public accounting firm to provide an
attestation pursuant to this Section 3.22, or such other applicable agreement,
notwithstanding any such termination, assignment or resignation.

     (c) (i) The Master Servicer agrees to indemnify and hold harmless each of
the Depositor and each Person, if any, who "controls" the Depositor within the
meaning of the Securities Act and its respective officers, directors and
affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses that such Person may sustain arising out of third
party claims based on (A) the failure of the Master Servicer (or any Servicing
Function Participant engaged by it) to deliver or cause to be delivered when
required any Assessment of Compliance or Accountant's Attestation required
pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (B) any
material misstatement or omission contained in any Assessment of Compliance
provided pursuant to Section 3.22(a)(i).

          (ii) The Trust Administrator agrees to indemnify and hold harmless
     the Depositor and each Person, if any, who "controls" the Depositor
     within the meaning of the Securities Act and its officers, directors and
     affiliates from and against any losses, damages, penalties, fines,
     forfeitures, reasonable and necessary legal fees and related costs,
     judgments and other costs and expenses that such Person may sustain
     arising out of third party claims based on (i) the failure of the Trust
     Administrator (or any Servicing Function Participant engaged by it) to
     deliver when required any Assessment of Compliance or Accountant's
     Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or
     (ii) any material misstatement or omission contained in any Assessment of
     Compliance provided pursuant to Section 3.22(a)(i).

          (iii) The Custodian agrees to indemnify and hold harmless the
     Depositor and each Person, if any, who "controls" the Depositor within
     the meaning of the Securities Act and their respective officers,
     directors and affiliates from and against any losses, damages, penalties,
     fines, forfeitures, reasonable and necessary legal fees and related
     costs, judgments and other costs and expenses that such Person may
     sustain arising out of third party claims based on (i) the failure of the
     Custodian (or any Servicing Function Participant engaged by it) to
     deliver or cause to be delivered when required any Assessment of
     Compliance or Accountant's Attestation required pursuant to Section
     3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission
     contained in any Assessment of Compliance provided pursuant to Section
     3.22(a)(i).


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<PAGE>


     (d) Each of the parties hereto acknowledges and agrees that the purpose
of this Section 3.22 is to facilitate compliance by the Transferor and the
Depositor with the provisions of Regulation AB, as such may be amended or
clarified from time to time. Therefore, each of the parties agrees that the
parties' obligations hereunder will be supplemented and modified as necessary
to be consistent with any such amendments, interpretive advice or guidance,
convention or consensus among active participants in the asset-backed
securities markets, advice of counsel, or otherwise in respect of the
requirements of Regulation AB and the parties shall comply, to the extent
practicable from a timing and information systems perspective (and to the
extent the requesting party will pay any increased cost of the Trustee
resulting from such request provided that such request results in
extraordinary expenses), with requests made by the Transferor or the Depositor
for delivery of additional or different information as the Transferor or the
Depositor may determine in good faith is necessary to comply with the
provisions of Regulation AB.

Section 3.23. Errors and Omissions Insurance; Fidelity Bonds.

          The Master Servicer shall for so long as it acts as Master Servicer
under this Agreement, obtain and maintain in force (a) a policy or policies of
insurance covering errors and omissions in the performance of its obligations
as Master Servicer hereunder and (b) a fidelity bond in respect of its
officers, employees and agents. Each such policy or policies shall be in such
form and such amount generally acceptable for entities serving as master
servicer. In the event that any such policy or bond ceases to be in effect,
the Master Servicer shall obtain a comparable replacement policy or bond from
an insurer or issuer, meeting the requirements set forth above as of the date
of such replacement.

Section 3.24. Class A-1 Cap Contract and the Class A-2 Cap Contract.

          Each of the Class A-1 Cap Contract and the Class A-2 Cap Contract
will not be an asset of the Trust Fund nor of any REMIC. The Trust
Administrator shall cause to be deposited any amounts received from time to
time with respect to each of the Class A-1 Cap Contract and the Class A-2 Cap
Contract into the Class A-1 Cap Account and the Class A-2 Cap Account,
respectively.

          The Trust Administrator shall prepare and deliver any notices
required to be delivered under the Class A-1 Cap Contract and the Class A-2
Cap Contract.

                                  ARTICLE IV

                     DISTRIBUTIONS AND SERVICING ADVANCES

Section 4.01. Advances.

          The Master Servicer shall deposit in the Distribution Account not
later than the Distribution Account Deposit Date immediately preceding the
related Distribution Date an Advance in an amount equal to the difference
between (x) with respect to each Scheduled Payment due on a Mortgage Loan that
is delinquent (other than as a result of a Relief Act Reduction) and for which
the Servicer was required to make an Advance pursuant to the Servicing
Agreement, the amount of such Advance, and (y) amounts deposited in the
Collection


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<PAGE>


Account to be used for any Advance with respect to such Mortgage Loan, except
to the extent the Master Servicer determines any such Advance to be a
Nonrecoverable Advance. Subject to the foregoing, the Master Servicer shall
continue to make such Advances for so long as the Servicer is required to do
so under the Servicing Agreement. If applicable, on the Distribution Account
Deposit Date, the Master Servicer shall deliver an Officer's Certificate to
the Trust Administrator stating that the Master Servicer elects not to make an
Advance in a stated amount and detailing the reason(s) it deems the Advance to
be a Nonrecoverable Advance. Any amounts deposited by the Master Servicer
pursuant to this Section 4.01 shall be net of the Servicing Fee for the
related Mortgage Loans.

Section 4.02. Priorities of Distributions on the Certificates.

     (a) On each Distribution Date, the Trust Administrator shall withdraw the
Available Funds, (to the extent on deposit in the Distribution Account) from
the Distribution Account and, pursuant to written instruction received from
the Master Servicer as set forth in Section 4.04(a), upon which it may
conclusively rely, apply such funds, first to distributions in respect of the
Subsidiary REMIC Regular Interests, as provided in the Preliminary Statement,
and then to distributions on the Certificates and to the Class A-7A
Certificate Insurer in the following order and priority and, in each case, to
the extent of such Available Funds:

          On each Distribution Date, the aggregate Interest Remittance Amount
will be distributed in the following amounts and order of priority:

               (1)  first, to the Class A-7A Certificate Insurer, up to the
                    Premium Distribution Amount, if any, for such Distribution
                    Date;

               (2)  second, concurrently, to the classes of Senior
                    Certificates, pro rata based on entitlement, up to the
                    Current Interest and the Interest Carryforward Amount for
                    each such class and such Distribution Date;

               (3)  third, to the Class A-7A Certificate Insurer, up to the
                    Class A-7A Certificate Insurer Reimbursement Amount, if
                    any, for such Distribution Date;

               (4)  fourth, sequentially, to the Class M-1, Class M-2, Class
                    M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8
                    and Class M-9 Certificates, in that order, up to the
                    Current Interest for each such class and the Interest
                    Carryforward Amount for each such class and such
                    Distribution Date; and

               (5)  fifth, for application as part of monthly excess cash flow
                    (such amount Net Monthly Excess Cashflow) pursuant to
                    clause (IV) below.

     (II) On each Distribution Date prior to the Stepdown Date or on which a
Trigger Event is in effect, the Principal Remittance Amount will be
distributed in the following order of priority, in an amount up to the
Principal Distribution Amount:


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<PAGE>


               (1)  first, to the Senior Certificates, sequentially, as
                    follows:

                    (A)  first, to the Class A-8 Certificates, the Class A-8
                         Lockout Percentage of the Class A-8 Calculation
                         Percentage of the Senior Principal Distribution
                         Amount on such Distribution Date, until the Class
                         Principal Balance thereof is reduced to zero;

                    (B)  second, sequentially, to the Class A-1, Class A-2,
                         Class A-3, Class A-4, Class A-5 and Class A-6
                         Certificates, in that order, until the Class
                         Principal Balance of such Class is reduced to zero;

                    (C)  third, concurrently, to the Class A-7A and Class A-7B
                         Certificates, pro rata based on Class Principal
                         Balance, until the Class Principal Balance of each
                         such Class is reduced to zero; and

                    (D)  fourth, to the Class A-8 Certificates, until the
                         Class Principal Balance of such Class is reduced to
                         zero.

               (2)  second, to the Class A-7A Certificate Insurer, up to the
                    Class A-7A Certificate Insurer Reimbursement Amount, if
                    any, to the extent not paid pursuant to clause (I)(3)
                    above;

               (3)  third, sequentially, to the Class M-1, Class M-2, Class
                    M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8
                    and Class M-9 certificates, in that order, until their
                    respective Class Principal Balances are reduced to zero;
                    and

               (4)  fourth, for application as part of Monthly Excess Cash
                    Flow pursuant to clause (IV) below;

         (III) On each Distribution Date on or after the Stepdown Date and so
long as a Trigger Event is not in effect, the Principal Remittance Amount will
be distributed in the following order of priority, up to the Principal
Distribution Amount:

               (1)  first, to the Senior Certificates, in an amount up to the
                    Senior Principal Distribution Amount, sequentially, as
                    follows:

                    (A)  first, to the Class A-8 Certificates, the Class A-8
                         Lockout Percentage of the Class A-8 Calculation
                         Percentage of the Senior Principal Distribution
                         Amount on such Distribution Date, until the Class
                         Principal Balance thereof is reduced to zero;


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<PAGE>


                    (B)  second, to the Class A-1, Class A-2, Class A-3, Class
                         A-4, Class A-5 and Class A-6 Certificates, in that
                         order, until the Class Principal Balance of such Class
                         is reduced to zero;

                    (C)  third, concurrently, to the Class A-7A and Class A-7B
                         Certificates, pro rata based on Class Principal
                         Balance, until the Class Principal Balance of each such
                         Class is reduced to zero; and

                    (D)  fourth, to the Class A-8 Certificates, until the Class
                         Principal Balance of such Class is reduced to zero.

               (2)  second, to the Class A-7A Certificate Insurer, up to the
                    Class A-7A Certificate Insurer Reimbursement Amount, if any,
                    to the extent not paid pursuant to clause (I)(3) above;

               (3)  third, sequentially, to the Class M 1, Class M 2, Class M 3,
                    Class M 4, Class M 5, Class M 6, Class M-7, Class M-8 and
                    Class M-9 certificates, in that order, in an amount up to
                    the Mezzanine Principal Distribution Amount for each such
                    Class, until their respective Class Principal Balances are
                    reduced to zero; and

               (4)  (fourth, for application as part of Net Monthly Excess Cash
                    Flow, pursuant to clause (IV) below;

         (IV) Any amount remaining after distributions in clauses I, II and
III above shall be distributed to the certificates in the following order of
priority:

               (1)  first, to the classes of Offered Certificates then entitled
                    to receive distributions of principal pursuant to clauses
                    (II) and (III) above, in an amount up to the
                    Overcollateralization Maintenance Amount (as included in the
                    Principal Distribution Amount) for such Distribution Date,
                    in the order of priority set forth in clauses (II) or (III)
                    above, as applicable;

               (2)  second, sequentially to the Class M-1, Class M-2, Class M-3,
                    Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and
                    Class M-9 Certificates, in that order, in an amount equal to
                    any Unpaid Realized Loss Amounts on each such class;

               (3)  third, concurrently, to the Senior Certificates, pro rata
                    based on the amount of Net Rate Carryover with respect to
                    each such Class of certificates, in an amount up to the
                    amount of Net Rate Carryover for each such Class of
                    Certificates;

               (4)  fourth, sequentially to the Class M-1, Class M-2, Class M-3,
                    Class M-4, Class M-5, Class M-6 Class M-7, Class M-8 and
                    Class M-9


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<PAGE>


                    Certificates, in that order, any Net Rate Carryover for each
                    such Class of Certificates; and

               (5)  fifth, to the Holders of the Class C Certificates; and

               (6)  sixth, any remaining amounts to the Holders of the Class R
                    Certificates.

provided that (A) if such Distribution Date follows the Prepayment Period
during which occurs the latest date on which a Class P Prepayment Charge may
be required to be paid in respect of any Mortgage Loans or if such
Distribution Date is the final Distribution Date, the Trust Administrator
shall withdraw any amounts on deposit in the Class P Reserve Fund and
distribute such amounts to the Holders of the Class P Certificates in
reduction of their Class Principal Balance, until the Class Principal Balance
of the Class P Certificates is reduced to zero, (B) any distributions pursuant
to clauses (IV) above will be made prior to any distributions from the Class
A-1 Cap Account and the Class A-2 Cap Account and (C) the Class A-7A
Certificate Insurer will be subrogated to the rights of the holder of any
Class A-7A Certificate, as applicable, to receive payments of principal and
interest to the extent of any payment to such holder by the Class A-7A
Certificate Insurer under the Class A-7A Certificate Insurance Policy that has
not been reimbursed.

     (b) Net Rate Carryover. To the extent that a Class of Certificates
receives interest in excess of the applicable Net Rate Cap, if such interest
is paid pursuant to Section 4.02(a)(IV), then it shall be deemed to have been
paid to the Carryover Reserve Fund and then paid by the Carryover Reserve Fund
to those Certificateholders. For purposes of the Code, amounts deemed
deposited in the Carryover Reserve Fund shall be deemed to have first been
distributed to the Class C Certificates.

     (c) Application of Class P Prepayment Charges. On each Distribution Date
prior to the date on which the Class Principal Balance of the Class P
Certificates has been reduced to zero, the Trust Administrator shall withdraw
from the Distribution Account and distribute to the Class P Certificates any
Class P Prepayment Charges

     (d) Application of Allocated Realized Loss Amounts. On each Distribution
Date, the Trust Administrator shall allocate any Allocated Realized Loss
Amount, to reduce the Class Principal Balances of the Class M-9, Class M-8,
Class M-7, Class M-6, Class M-5, Class M-4, Class M-3, Class M-2 and Class M-1
Certificates, sequentially, in that order, in each case until their respective
Class Principal Balances are reduced to zero.

     (e) Application of Subsequent Recoveries. On each Distribution Date, the
Trust Administrator shall allocate the amount of the Subsequent Recoveries, if
any, to increase the Class Principal Balance of the Classes of Mezzanine
Certificates to which Allocated Realized Loss Amounts have been previously
allocated, sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that
order, in each case by not more than the amount of the Unpaid Realized Loss
Amount of such Class.


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<PAGE>


          Holders of Certificates to which any Subsequent Recoveries have been
allocated shall not be entitled to any payment in respect of Current Interest
on the amount of such increases for any Accrual Period preceding the
Distribution Date on which such increase occurs.

Section 4.03. No Loss Allocation/Sequential Pay Trigger.

          On each Distribution Date, on or after the date on which the
aggregate Class Principal Balance of the Mezzanine Certificates has been
reduced to zero, the Principal Distribution Amount will be distributed to the
Senior Certificates, sequentially, as follows:

               (1)  First, to the Class A-1 Certificates, until the Class
                    Principal Balance of such Class is reduced to zero;

               (2)  Second, concurrently (pro rata, with respect to clause
                    2(a) below based on the aggregate Class Principal Balance
                    of the Class A-2, Class A-3, Class A-4, Class A-5, Class
                    A-6, Class A-7A and Class A-8 Certificates, and with
                    respect to clause (2)(b) below based on the Class
                    Principal Balance of the Class A-7B Certificates), to the
                    following Certificates in the following order of priority:

                    (A)  concurrently, to the Class A-2, Class A-3, Class A-4,
                         Class A-5, Class A-6, Class A-7A and Class A-8
                         Certificates, pro rata based on their Class Principal
                         Balance, until their respective Class Principal
                         Balances are reduced to zero; and

                    (B)  sequentially, as follows:

                         1. first, concurrently, as follows:

                              a. to the Class A-3 Certificates (after payment
                              in clause (2)(A) above), the amount available to
                              be distributed pursuant to this clause (2)(B)
                              multiplied by a fraction, the numerator of which
                              is 5,002,000 and the denominator of which is
                              7,458,000, until the Class Principal Balance of
                              the such Class of Certificates is reduced to
                              zero; provided, that the aggregate amount
                              distributed pursuant to this clause (2)(B)(1)(a)
                              will not exceed $5,002,000; and

                              b. to the Class A-5 Certificates (after payment
                              in clause (2)(A) above), the amount available to
                              be distributed pursuant to this clause (2)(B)
                              multiplied by a fraction, the numerator of which
                              is 2,456,000 and the denominator of which is
                              7,458,000, until the Class Principal Balance of
                              such Class of Certificates is reduced to zero;
                              provided, that the


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<PAGE>


                              aggregate amount distributed pursuant to this
                              clause (2)(B)(1)(b) will not exceed $2,456,000;
                              and

                          2. second, to the Class A-7B Certificates, until the
                          Certificate Principal Balance of such Class of
                          Certificate is reduced to zero;

provided, that the Class A-7A Certificate Insurer will be subrogated to the
rights of the Holder of any Class A-7A Certificate, as applicable, to receive
payments of principal and interest to the extent of any payment to such holder
by the Class A-7A Certificate Insurer under the Class A-7A Certificate
Insurance Policy that has not been reimbursed.

Section 4.04. Distribution Date Statements to Certificateholders.

     (a) Not later than two Business Days prior to each Distribution Date, the
Master Servicer shall prepare and make available to the Trust Administrator
and not later than each Distribution Date, the Trust Administrator shall make
available to each Certificateholder, the Class A-7A Certificate Insurer, the
Depositor, the Rating Agencies, the NIMS Insurer, the Trustee and any other
interested parties a statement based in part on information provided by the
Servicer setting forth the following information with respect to the related
distribution (in the case of information furnished pursuant to (i) and (ii)
below, the amounts shall be expressed as a dollar amount per one thousand:

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

          (ii) the amount of the distribution made on such Distribution Date
     to the Holders of the Certificates of each Class allocable to interest
     and how such distributions are calculated;

          (iii) the aggregate Servicing Fee (and any other compensation
     payable to the Servicer) paid during the related Due Period;

          (iv) the aggregate amount of any Class P Prepayment Charges
     collected on the Mortgage Loans identified on Schedule IV hereto;

          (v) the aggregate Principal Balance of the Mortgage Loans and any
     REO Properties as of the close of business on such Distribution Date;

          (vi) the number, aggregate Principal Balance, weighted average
     remaining term to maturity and weighted average Mortgage Rate of the
     Mortgage Loans as of the related Due Date;

          (vii) the number and aggregate unpaid Principal Balance of Mortgage
     Loans (calculated in accordance with the MBA method) (a) delinquent 1 to
     30 days (b) delinquent 31 to 60 days, (c) delinquent 61 to 90 days, (d)
     delinquent 91 or more days, in each case, as of the last day of the
     preceding calendar month (after taking into account any prepayments in
     full received prior to the end of the Prepayment Period), (e) as to


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<PAGE>


     which foreclosure proceedings have been commenced and (f) with respect to
     which the related Mortgagor has filed for protection under applicable
     bankruptcy laws, with respect to whom bankruptcy proceedings are pending
     or with respect to whom bankruptcy protection is in force;

          (viii) with respect to any Mortgage Loan that became an REO
     Property during the preceding calendar month, the loan number of the
     related Mortgage Loan, the unpaid principal balance of the related
     Mortgage Loan and the principal balance of the related Mortgage Loan as
     of the date it became an REO Property;

          (ix) the book value of any REO Property as of the close of business
     on the last business day of the calendar month preceding the Distribution
     Date, and, cumulatively, the total number and cumulative principal
     balance of all REO Properties as of the close of business on the last day
     of the preceding Prepayment Period;

          (x) the amount of Advances included in the distribution on such
     Distribution Date and the aggregate amount of Advances outstanding as of
     the close of business on such Distribution Date;

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

          (xii) the aggregate amount of Realized Losses incurred during the
     related Prepayment Period, the aggregate amount of Realized Losses
     incurred since the Closing Date, the aggregate amount of Subsequent
     Recoveries received during the related Prepayment Period, the cumulative
     amount of Subsequent Recoveries received since the Closing Date and the
     allocations of Allocated Realized Loss Amounts to each Class of Mezzanine
     Certificates;

          (xiii) the aggregate Class Principal Balance of each Class of
     Certificates, after giving effect to the distributions, and allocations
     of Realized Losses, made on such Distribution Date, separately
     identifying any reduction thereof due to allocations of Realized Losses;

          (xiv) the Current Interest in respect of the Senior Certificates,
     the Mezzanine Certificates and the Class C Certificates for such
     Distribution Date and the Interest Carryforward Amounts, if any, with
     respect to the Senior Certificates and the Mezzanine Certificates on such
     Distribution Date, separately identifying any reduction thereof due to
     allocations of Realized Losses, Prepayment Interest Shortfalls and Relief
     Act Reductions;

          (xv) any Prepayment Interest Shortfalls included in such
     distribution and the aggregate amount of any Prepayment Interest
     Shortfall for such Distribution Date, to the extent not covered by
     payments of Compensating Interest by the Servicer pursuant to the
     Servicing Agreement;

          (xvi) the aggregate amount of Relief Act Reductions for such
     Distribution Date;


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<PAGE>


          (xvii) the Overcollateralization Target Amount and
     Overcollateralization Amount for such Distribution Date;

          (xviii) the respective Pass-Through Rates applicable to the Senior
     Certificates, the Mezzanine Certificates and the Class C Certificates for
     such Distribution Date and the Pass-Through Rate applicable to the Senior
     Certificates and the Mezzanine Certificates for the immediately
     succeeding Distribution Date;

          (xix) the Net WAC and the Net Rate Cap;

          (xx) the Senior Enhancement Percentage for the Distribution Date;

          (xxi) when the Stepdown Date or Trigger Event has occurred;

          (xxii) the Available Funds;

          (xxiii) the Net Rate Carryover for the Senior Certificates and the
     Mezzanine Certificates, if any, for such Distribution Date, the amount
     remaining unpaid after reimbursements therefor on such Distribution Date;

          (xxiv) the application of the Net Rate Cap on such Distribution
     Date, and the amount of any Net Rate Carryover for each Class for such
     Distribution Date; and

          (xxv) the amount of the Premium Distribution Amount, the Class A-7A
     Certificate Insurer Reimbursement Amount and the amount of any draws on
     the Class A-7A Certificate Insurance Policy.

          In the case of information furnished pursuant to subclauses (i) and
(ii) above, the amounts shall be expressed as a dollar amount per single
Certificate of the relevant Class.

     (b) The Trust Administrator's responsibility for making available the
above information to the Master Servicer, the Trustee, the NIMS Insurer, the
Depositor, the Certificateholders and other interested parties is limited to
the availability, timeliness and the accuracy of the information provided by
the Servicer. The Trust Administrator will make a copy of each statement
provided pursuant to this Section 4.04 (and, at its option, any additional
files containing the same information in an alternative format) available each
month to Certificateholders, the NIMS Insurer, the Class A-7A Certificate
Insurer and other interested parties, and other parties to this Agreement via
the Trust Administrator's internet website located at "www.ctslink.com".
Assistance in using the internet website can be obtained by calling the Trust
Administrator's customer service desk at (301) 815-6600. Parties that are
unable to use the above distribution method are entitled to have a paper copy
mailed to them via first class mail by calling the customer service desk and
indicating such. The Trust Administrator shall have the right to change the
way the Distribution Date Statement is distributed in order to make such
distribution more convenient and/or more accessible and the Trust
Administrator shall provide timely and adequate notification to the
Certificateholders, the Class A-7A Certificate Insurer and the parties to this
Agreement regarding any such changes.


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<PAGE>


          The Trust Administrator shall also be entitled to rely on but shall
not be responsible for the content or accuracy of any information provided by
third parties (including the Servicer) for purposes of preparing the
Distribution Date Statement and may affix thereto any disclaimer it deems
appropriate in its reasonable discretion (without suggesting liability on the
part of any other party hereto).

          As a condition to access to the Trust Administrator's internet
website, the Trust Administrator may require registration and the acceptance
of a disclaimer. The Trust Administrator will not be liable for the
dissemination of information in accordance with this Agreement.

     (c) Within a reasonable period of time after the end of each calendar
year, the Trust Administrator shall cause to be furnished upon request to each
Person who at any time during the calendar year was a Certificateholder, a
statement containing the information set forth in clauses (a)(i), (a)(ii) and
(a)(vi) of this Section 4.04 aggregated for such calendar year or applicable
portion thereof during which such Person was a Certificateholder. Such
obligation of the Trust Administrator shall be deemed to have been satisfied
to the extent that substantially comparable information shall be provided by
the Trust Administrator pursuant to any requirements of the Code as from time
to time in effect.

     (d) With respect to each Distribution Date, prior to the issuance of the
related monthly statement to Certificateholders pursuant to Section 4.04
(each, a "Distribution Date Statement") by the Trust Administrator, the Master
Servicer shall confirm that it has received all distribution and/or servicing
information required to be provided to the Master Servicer pursuant and to the
extent set forth in the Servicing Agreement by the Servicer for inclusion in
such Distribution Date Statement. In the event the Master Servicer determines
that any such information has not been provided as required or is materially
incorrect, the Master Servicer shall immediately notify the Servicer and use
its reasonable best efforts to cause the Servicer to provide or correct, as
the case may be, such information promptly (but in any event in time to permit
the Trust Administrator to make available the Distribution Date Statement at
the time required in this Agreement).

Section 4.05. [Reserved].

Section 4.06. Supplemental Interest Trust.

          A separate trust is hereby established (the "Supplemental Interest
Trust"), the corpus of which shall be held by the Trust Administrator in trust
for the benefit of the holders of the Senior Certificates and the Mezzanine
Certificates. The Supplemental Interest Trust will not be a part of any REMIC
created hereby.

Section 4.07. Distributions from the Class A-1 Cap Account and the Class A-2
Cap Account.

     (a) On each Distribution Date on or prior to the earlier of (a) the Class
A-1 Cap Contract Scheduled Termination Date and (b) the date on which the
aggregate Class Principal Balance of the Offered Certificates is reduced to
zero, amounts on deposit in the Class A-1 Cap Account from the Class A-1 Cap
Contract will be withdrawn therefrom and, following all other distributions on
such Distribution Date, distributed to the Certificates, to the extent needed
to pay


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<PAGE>


Current Interest, any Interest Carryforward Amounts and any Net Rate Carryover
on the related Classes of Certificates for such Distribution Date after all
other distributions on such Distribution Date, as follows:

          (1) to the Class A-1 Certificates, to pay Current Interest, any
     Interest Carryforward Amounts and any Net Rate Carryover amounts.

          On each Distribution Date prior to the Distribution Date on which
the Class A-1 Class Principal Balance has been reduced to zero, any remaining
amounts shall remain on deposit in the Class A-1 Cap Account for distribution
on future Distribution Dates as specified in this Section 4.07(a). With
respect to any Distribution Date on and after the Distribution Date on which
the Class A-1 Class Principal Balance has been reduced to zero, any remaining
amounts will be distributed as follows:

          (1)  first, to the classes of Offered Certificates then entitled
to receive distributions in respect of principal pursuant to clauses
4.02(a)(II) and (III) above, in an amount up to the Overcollateralization
Maintenance Amount (as included in the Principal distribution Amount) for such
Distribution Date (to the extent any losses are allocated to the
Overcollateralization Amount), in the order of priority set forth in clauses
4.02(a)(II) or (III) above, as applicable;

          (2) second, sequentially to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates, in that order, in an amount equal to any Unpaid Realized Loss
Amounts on each such class;

          (3) third, concurrently, to the Senior Certificates, pro rata based
on the amount of Net Rate Carryover with respect to each such class of
certificates, in an amount up to the amount of Net Rate Carryover for each
such class of certificates; and

          (4) fourth, sequentially to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6 Class M-7, Class M-8 and Class M-9
Certificates, in that order, in an amount up to the amount of Net Rate
Carryover for each such class;

provided, however, that with respect to any Distribution Date, the aggregate
amount distributable pursuant to clauses (1) and (2) above will not exceed the
aggregate amount of Realized Losses incurred through such Distribution Date;
and provided, further, that the Class A-7A Certificate Insurer will be
subrogated to the rights of the Holder of any Class A-7A Certificate, as
applicable, to receive payments of principal and interest to the extent of any
payment to such Holder by the Class A-7A Certificate Insurer under the Class
A-7A Certificate Insurance Policy that has not been reimbursed.

          On the final Distribution Date, any remaining amounts in the Class
A-1 Cap Account will be distributed to the Class C Certificates.

     (b) On each Distribution Date on or prior to the earlier of (a) the Class
A-2 Cap Contract Scheduled Termination Date and (b) the date on which the
aggregate Class Principal Balance of the Offered Certificates is reduced to
zero, amounts on deposit in the Class A-2 Cap Account from the Class A-2 Cap
Contract will be withdrawn therefrom and, following all other


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<PAGE>


distributions on such Distribution Date, distributed to the Certificates, to
the extent needed to pay Current Interest, any Interest Carryforward Amounts
and any Net Rate Carryover on the related Classes of Certificates for such
Distribution Date after all other distributions on such Distribution Date, as
follows:

          (1) to the Class A-2 Certificates, to pay Current Interest, any
     Interest Carryforward Amounts and any Net Rate Carryover amounts.

          On each Distribution Date prior to the Distribution Date on which
the Class A-2 Class Principal Balance has been reduced to zero, any remaining
amounts shall remain on deposit in the Class A-2 Cap Account for distribution
on future Distribution Dates as specified in this Section 4.07(a). With
respect to any Distribution Date on and after the Distribution Date on which
the Class A-2 Class Principal Balance has been reduced to zero, any remaining
amounts will be distributed as follows:

          (1) first, to the classes of Offered Certificates then entitled to
receive distributions in respect of principal pursuant to clauses 4.02(a)(II)
and (III) above, in an amount up to the Overcollateralization Maintenance
Amount (as included in the Principal distribution Amount) for such
Distribution Date (to the extent any losses are allocated to the
Overcollateralization Amount), in the order of priority set forth in clauses
4.02(a)(II) or (III) above, as applicable;

          (2) second, sequentially to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates, in that order, in an amount equal to any Unpaid Realized Loss
Amounts on each such class;

          (3) third, concurrently, to the Senior Certificates, pro rata based
on the amount of Net Rate Carryover with respect to each such class of
certificates, in an amount up to the amount of Net Rate Carryover for each
such class of certificates; and

          (4) fourth, sequentially to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6 Class M-7, Class M-8 and Class M-9
Certificates, in that order, in an amount up to the amount of Net Rate
Carryover for each such class;

provided, however, that with respect to any Distribution Date, the aggregate
amount distributable pursuant to clauses (1) and (2) above will not exceed the
aggregate amount of Realized Losses incurred through such Distribution Date;
and provided, further, that the Class A-7A Certificate Insurer will be
subrogated to the rights of the Holder of any Class A-7A Certificate, as
applicable, to receive payments of principal and interest to the extent of any
payment to such Holder by the Class A-7A Certificate Insurer under the Class
A-7A Certificate Insurance Policy that has not been reimbursed.

          On the final Distribution Date, any remaining amounts in the Class
A-2 Cap Account will be distributed to the Class C Certificates.

Section 4.08. Determination of LIBOR.


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          On the first LIBOR Determination Date, LIBOR for any Class of LIBOR
Certificates shall be equal to the Initial LIBOR Rate, and on each LIBOR
Determination Date thereafter for any Class of LIBOR Certificates, the Trust
Administrator shall determine LIBOR for the applicable Distribution Date on
the basis of the British Bankers' Association ("BBA") "Interest Settlement
Rate" for one month deposits in U.S. Dollars as found on Telerate page 3750 as
of 11:00 a.m. London time on such LIBOR Determination Date. As used herein,
"Telerate page 3750" means the display designated as page 3750 on the Bridge
Telerate Service.

          If on any LIBOR Determination Date for any Class of LIBOR
Certificates, the Trust Administrator is unable to determine LIBOR on the
basis of the method set forth in the preceding paragraph, LIBOR for the
applicable Distribution Date will be whichever is higher of (x) LIBOR as
determined on the previous LIBOR Determination Date for such Class of
Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate"
will be the rate per annum which the Trust Administrator determines to be
either (A) the arithmetic mean (rounding such arithmetic mean upwards if
necessary to the nearest whole multiple of 1/16%) of the one month U.S. Dollar
lending rates that New York City banks selected by the Trust Administrator are
quoting, on the relevant LIBOR Determination Date, to the principal London
offices of at least three leading banks in the London interbank market or (B)
in the event that the Trust Administrator can determine no such arithmetic
mean, the lowest one month U.S. Dollar lending rate that the New York City
banks selected by the Trust Administrator are quoting on such LIBOR
Determination Date to leading European banks.

          If on any LIBOR Determination Date for any Class of LIBOR
Certificates, the Trust Administrator is required but is unable to determine
the Reserve Interest Rate in the manner provided in the preceding paragraph,
LIBOR for the applicable Distribution Date will be LIBOR as determined on the
previous LIBOR Determination Date for such Class of Certificates, or, in the
case of the first LIBOR Determination Date, the Initial LIBOR Rate.

          The establishment of LIBOR by the Trust Administrator and the Trust
Administrator's subsequent calculation of the rates of interest applicable to
each of the LIBOR Certificates will, in the absence of manifest error, be
final and binding. After a LIBOR Determination Date, the Trust Administrator
shall provide the Pass-Through Rates of the LIBOR Certificates for the related
Distribution Date to Certificate Owners or Holders of such Certificates who
place a telephone call to the Trust Administrator at (301) 815-6600 and make a
request therefor.

Section 4.09. Carryover Reserve Fund.

          (a) On the Closing Date, the Trust Administrator shall establish and
maintain in its name, in trust for the benefit of the Holders of the
Certificates, the Carryover Reserve Fund and the Depositor shall deposit
$1,000 therein. The Carryover Reserve Fund shall be an Eligible Account, and
funds on deposit therein shall be held separate and apart from, and shall not
be commingled with, any other moneys, including without limitation, other
moneys held by the Trust Administrator pursuant to this Agreement.


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<PAGE>


          (b) The Trust Administrator shall make withdrawals from the
Carryover Reserve Fund to make distributions in respect of Net Rate Carryover
as to the extent required by Section 4.02.

          (c) The Trust Administrator shall not be liable for the amount of
any loss incurred in respect of any investment or lack of investment of funds
held in the Carryover Reserve Fund and made in accordance with this Section
4.09. The Carryover Reserve Fund shall not constitute an asset of any REMIC
created hereunder. The Class C Certificates shall evidence ownership of the
Carryover Reserve Fund for federal tax purposes.

                                   ARTICLE V

                               THE CERTIFICATES

Section 5.01. The Certificates.

          The Certificates shall be substantially in the forms attached hereto
as Exhibits A through F. The Certificates shall be issuable in registered
form, in the minimum denominations, integral multiples in excess thereof
(except that one Certificate in each Class may be issued in a different amount
which must be in excess of the applicable minimum denomination) and aggregate
denominations per Class set forth in the Preliminary Statement.

          Subject to Section 10.02 hereof respecting the final distribution on
the Certificates, on each Distribution Date the Trust Administrator shall make
distributions to each Certificateholder of record on the preceding Record Date
either (x) by wire transfer in immediately available funds to the account of
such holder at a bank or other entity having appropriate facilities therefor,
if such Holder has so notified the Trust Administrator in writing at least
five Business Days prior to the related Record Date or (y) by check mailed by
first class mail to such Certificateholder at the address of such holder
appearing in the Certificate Register.

          The Certificates shall be executed by manual or facsimile signature
on behalf of the Trust Administrator by an authorized officer. Certificates
bearing the manual or facsimile signatures of individuals who were, at the
time when such signatures were affixed, authorized to sign on behalf of the
Trust Administrator shall bind the Trust Administrator, notwithstanding that
such individuals or any of them have ceased to be so authorized prior to the
countersignature and delivery of such Certificates or did not hold such
offices at the date of such Certificate. No Certificate shall be entitled to
any benefit under this Agreement, or be valid for any purpose, unless
countersigned by the Trust Administrator by manual signature, and such
countersignature upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates shall be dated the date of their countersignature.
On the Closing Date, the Trust Administrator shall countersign the
Certificates to be issued at the direction of the Depositor, or any affiliate
thereof.

          The Depositor shall provide, or cause to be provided, to the Trust
Administrator on a continuous basis, an adequate inventory of Certificates to
facilitate transfers.


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<PAGE>


Section 5.02. Certificate Register; Registration of Transfer and Exchange of
Certificates.

     (a) The Trust Administrator shall maintain, or cause to be maintained in
accordance with the provisions of Section 5.06 hereof, a Certificate Register
for the Trust Fund in which, subject to the provisions of subsections (b) and
(c) below and to such reasonable regulations as it may prescribe, the Trust
Administrator shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. Upon surrender for
registration of transfer of any Certificate, the Trust Administrator shall
execute and deliver, in the name of the designated transferee or transferees,
one or more new Certificates of the same Class and aggregate Percentage
Interest.

          At the option of a Certificateholder, Certificates may be exchanged
for other Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest upon surrender of the
Certificates to be exchanged at the office or agency of the Trust
Administrator. Whenever any Certificates are so surrendered for exchange, the
Trust Administrator shall execute, authenticate, and deliver the Certificates
which the Certificateholder making the exchange is entitled to receive. Every
Certificate presented or surrendered for registration of transfer or exchange
shall be accompanied by a written instrument of transfer in form satisfactory
to the Trust Administrator duly executed by the holder thereof or his attorney
duly authorized in writing.

          No service charge to the Certificateholders shall be made for any
registration of transfer or exchange of Certificates, but payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates may be required by
the Trust Administrator.

          All Certificates surrendered for registration of transfer or
exchange shall be canceled and subsequently destroyed by the Trust
Administrator in accordance with the Trust Administrator's customary
procedures.

     (b) (i) No transfer of a Private Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such state securities laws. In
the event that a transfer is to be made in reliance upon an exemption from the
Securities Act and such laws, in order to assure compliance with the
Securities Act and such laws, the Certificateholder desiring to effect such
transfer (other than the Depositor or an affiliate of the Depositor) shall
certify to the Trust Administrator in writing the facts surrounding the
transfer in substantially the form set forth in Exhibit J (the "Transferor
Certificate"). Further, such Certificateholder's prospective transferee will
either (i) deliver a letter in substantially the form of either Exhibit K (the
"Investment Letter") or Exhibit L (the "Rule 144A Letter") or (ii) deliver to
the Trust Administrator at the expense of the transferor an Opinion of Counsel
addressed to the Trust Administrator that such transfer may be made pursuant
to an exemption from the Securities Act. The Depositor shall provide to any
Holder of a Private Certificate and any prospective transferee designated by
any such Holder, information regarding the related Certificates and the
Mortgage Loans and such other information as shall be necessary to satisfy the
condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such
Certificate without registration thereof under the Securities Act pursuant to
the registration exemption


                                      90
<PAGE>


provided by Rule 144A. The Trust Administrator and the Master Servicer shall
cooperate with the Depositor, in accordance with the Depositor's request, in
providing the Rule 144A information referenced in the preceding sentence,
including providing to the Depositor, to the extent in its possession, such
information regarding the Certificates, the Mortgage Loans and other matters
regarding the Trust Fund as the Depositor shall reasonably request to meet its
obligation under the preceding sentence. Each Holder of a Private Certificate
desiring to effect such transfer shall, and does hereby agree to, indemnify
the Trustee, the Trust Administrator, the NIMS Insurer, the Depositor, and the
Master Servicer against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.

     (ii) No transfer of an ERISA-Restricted Certificate shall be made (other
than to the Depositor or an affiliate of the Depositor) unless the Trust
Administrator shall have received in accordance with Exhibit K or Exhibit L
(in the event such Certificate is a Private Certificate) or paragraph 13 of
Exhibit I (in the event such Certificate is a Residual Certificate), in form
and substance satisfactory to such Trust Administrator (i) a representation
that such transferee is not an employee benefit plan or other retirement
arrangement subject to Section 406 of ERISA and/or Section 4975 of the Code (a
"Plan"), or a person acting for, on behalf of or with the assets of, any such
Plan, (ii) in the case of an ERISA-Restricted Certificate which is the subject
of an ERISA-Qualifying Underwriting, if the purchaser is an insurance company,
a representation that the purchaser is an insurance company which is
purchasing such Certificates with funds contained in an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and
holding of such Certificates are covered under Sections I and III of PTCE
95-60 or (iii) an Opinion of Counsel satisfactory to the Trust Administrator,
which Opinion of Counsel shall not be an expense of the Trustee, the Trust
Administrator, the NIMS Insurer, the Depositor, the Transferor, the Master
Servicer or the Trust Fund, addressed to the Trust Administrator to the effect
that the purchase or holding of such ERISA-Restricted Certificate will not
result in non-exempt prohibited transactions under Section 406 of ERISA and/or
Section 4975 of the Code and will not subject the Trustee, the Trust
Administrator, the Depositor, the Transferor or the Master Servicer to any
obligation in addition to those expressly undertaken in this Agreement. For
purposes of the preceding sentence, with respect to an ERISA-Restricted
Certificate that is not a Private Certificate or a Residual Certificate, in
the event the representation letter referred to in the preceding sentence is
not so furnished, such representation shall be deemed to have been made to the
Trust Administrator by the transferee's (including an initial acquirer's)
acceptance of the ERISA-Restricted Certificates. Notwithstanding anything else
to the contrary herein, any purported transfer of an ERISA-Restricted
Certificate, to or on behalf of a Plan in violation of the above restrictions
shall be void and of no effect.

          To the extent permitted under applicable law (including, but not
limited to, ERISA), the Trust Administrator shall be under no liability to any
Person for any registration of transfer of any ERISA-Restricted Certificate
that is in fact not permitted by this Section 5.02(b) or for making any
payments due on such Certificate to the Holder thereof or taking any other
action with respect to such Holder under the provisions of this Agreement so
long as the transfer was registered by the Trust Administrator in accordance
with the foregoing requirements.

          Neither the Trust Administrator nor the Master Servicer shall be
required to monitor, determine or inquire as to the compliance with the
transfer restrictions with respect to


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<PAGE>


any ERISA Restricted Certificate that is a Book Entry Certificate, and neither
the Trust Administrator nor the Master Servicer shall have any liability for
transfers of any such Book Entry Certificates made through the book entry
facilities of any Depository or between or among Depository Participants or
Certificate Owners made in violation of the transfer restrictions set forth
herein.

     (iii) No transfer of an ERISA-Restricted Cap Certificate prior to the
termination of the Supplemental Interest Trust shall be made unless the Trust
Administrator shall have received a representation letter from the transferee
of such Certificate, substantially in the form set forth in Exhibit K or
Exhibit L (or Exhibit I in the event such Certificate is a Residual
Certificate), to the effect that either (i) such transferee is neither a Plan
nor a Person acting on behalf of any such Plan or using the assets of any such
Plan to effect such transfer or (ii) the acquisition and holding of the
ERISA-Restricted Cap Certificate is eligible for exemptive relief under the
statutory exemption for non-fiduciary service providers under Section
408(b)(17) of ERISA and Section 4975(d)(20) of the Code, Prohibited
Transaction Class Exemption ("PTCE") 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60
or PTCE 96-23 or some other applicable exemption. Notwithstanding anything
else to the contrary herein, any purported transfer of an ERISA-Restricted Cap
Certificate on behalf of a Plan without the delivery to the Trust
Administrator of a representation letter as described above shall be void and
of no effect. If the ERISA-Restricted Cap Certificate is a Book-Entry
Certificate, the transferee will be deemed to have made a representation as
provided in clause (i) or (ii) of this paragraph, as applicable.

          If any ERISA-Restricted Cap Certificate, or any interest therein, is
acquired or held in violation of the provisions of the preceding paragraph,
the next preceding permitted beneficial owner will be treated as the
beneficial owner of that Certificate, retroactive to the date of transfer to
the purported beneficial owner. Any purported beneficial owner whose
acquisition or holding of an ERISA-Restricted Cap Certificate, or interest
therein, was effected in violation of the provisions of the preceding
paragraph shall indemnify to the extent permitted by law and hold harmless the
Trustee, the Trust Administrator, the Depositor, the Transferor or the Master
Servicer from and against any and all liabilities, claims, costs or expenses
incurred by such parties as a result of such acquisition or holding.

          To the extent permitted under applicable law (including, but not
limited to, ERISA), the Trust Administrator shall be under no liability to any
Person for any registration of transfer of any ERISA-Restricted Cap
Certificate that is in fact not permitted by this Section 5.02(b)(iii) or for
making any payments due on such Certificate to the Holder thereof or taking
any other action with respect to such Holder under the provisions of this
Agreement so long as the transfer was registered by the Trust Administrator in
accordance with the foregoing requirements.

     (c) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:


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<PAGE>


          (i) Each Person holding or acquiring any Ownership Interest in a
     Residual Certificate shall be a Permitted Transferee and shall promptly
     notify the Trust Administrator of any change or impending change in its
     status as a Permitted Transferee.

          (ii) No Ownership Interest in a Residual Certificate may be
     registered on the Closing Date or thereafter transferred, and the Trust
     Administrator shall not register the Transfer of any Residual Certificate
     unless, in addition to the certificates required to be delivered to the
     Trust Administrator under subparagraph (b) above, the Trust Administrator
     shall have been furnished with an affidavit (a "Transfer Affidavit") of
     the initial owner or the proposed transferee (other than the Depositor of
     an affiliate thereof) in the form attached hereto as Exhibit I.

          (iii) Each Person holding or acquiring any Ownership Interest in a
     Residual Certificate shall agree (A) to obtain a Transfer Affidavit from
     any other Person to whom such Person attempts to Transfer its Ownership
     Interest in a Residual Certificate, (B) to obtain a Transfer Affidavit
     from any Person for whom such Person is acting as nominee, trustee or
     agent in connection with any Transfer of a Residual Certificate and (C)
     not to Transfer its Ownership Interest in a Residual Certificate or to
     cause the Transfer of an Ownership Interest in a Residual Certificate to
     any other Person if it has actual knowledge that such Person is not a
     Permitted Transferee.

          (iv) Any attempted or purported Transfer of any Ownership Interest
     in a Residual Certificate in violation of the provisions of this Section
     5.02(c) shall be absolutely null and void and shall vest no rights in the
     purported transferee. If any purported transferee shall become a Holder
     of a Residual Certificate in violation of the provisions of this Section
     5.02(c), then the last preceding Permitted Transferee shall be restored
     to all rights as Holder thereof retroactive to the date of registration
     of Transfer of such Residual Certificate. The Trust Administrator shall
     be under no liability to any Person for any registration of Transfer of a
     Residual Certificate that is in fact not permitted by Section 5.02(b) and
     this Section 5.02(c) or for making any payments due on such Certificate
     to the Holder thereof or taking any other action with respect to such
     Holder under the provisions of this Agreement so long as the Transfer was
     registered after receipt of the related Transfer Affidavit, Transferor
     Certificate and either the Rule 144A Letter or the Investment Letter. The
     Trust Administrator shall be entitled but not obligated to recover from
     any Holder of a Residual Certificate that was in fact not a Permitted
     Transferee at the time it became a Holder or, at such subsequent time as
     it became other than a Permitted Transferee, all payments made on such
     Residual Certificate at and after either such time. Any such payments so
     recovered by the Trust Administrator shall be paid and delivered by the
     Trust Administrator to the last preceding Permitted Transferee of such
     Certificate.

          (v) The Depositor shall use its best efforts to make available, upon
     receipt of written request from the Trust Administrator, all information
     necessary to compute any tax imposed under Section 860E(e) of the Code as
     a result of a Transfer of an Ownership Interest in a Residual Certificate
     to any Holder who is not a Permitted Transferee.




                                      93
<PAGE>


          The restrictions on Transfers of a Residual Certificate set forth in
this Section 5.02(c) shall cease to apply (and the applicable portions of the
legend on a Residual Certificate may be deleted) with respect to Transfers
occurring after delivery to the Trust Administrator of an Opinion of Counsel
addressed to the Trust Administrator and the Master Servicer, which Opinion of
Counsel shall not be an expense of the Trust Fund, the Trustee, the Trust
Administrator, the NIMS Insurer, the Transferor or the Master Servicer, to the
effect that the elimination of such restrictions will not cause any REMIC
hereunder to fail to qualify as a REMIC at any time that the Certificates are
outstanding or result in the imposition of any tax on the Trust Fund, a
Certificateholder or another Person. Each Person holding or acquiring any
Ownership Interest in a Residual Certificate hereby consents to any amendment
of this Agreement which, based on an Opinion of Counsel furnished and
addressed to the Trust Administrator, is reasonably necessary (a) to ensure
that the record ownership of, or any beneficial interest in, a Residual
Certificate is not transferred, directly or indirectly, to a Person that is
not a Permitted Transferee and (b) to provide for a means to compel the
Transfer of a Residual Certificate which is held by a Person that is not a
Permitted Transferee to a Holder that is a Permitted Transferee.

     (d) The preparation and delivery of all certificates and opinions
referred to above in this Section 5.02 in connection with transfer shall be at
the expense of the parties to such transfers.

     (e) Except as provided below, the Book-Entry Certificates shall at all
times remain registered in the name of the Depository or its nominee and at
all times: (i) registration of the Certificates may not be transferred by the
Trust Administrator except to another Depository; (ii) the Depository shall
maintain Book-Entry records with respect to the Certificate Owners and with
respect to ownership and transfers of such Book-Entry Certificates; (iii)
ownership and transfers of registration of the Book-Entry Certificates on the
books of the Depository shall be governed by applicable rules established by
the Depository; (iv) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants; (v) the Trust
Administrator shall deal with the Depository as representative of the
Certificate Owners of the Book-Entry Certificates for purposes of exercising
the rights of Holders under this Agreement, and requests and directions for
and votes of such representative shall not be deemed to be inconsistent if
they are made with respect to different Certificate Owners; and (vi) the Trust
Administrator may conclusively rely and shall be fully protected in relying
upon information furnished by the Depository with respect to its Depository
Participants and furnished by the Depository Participants with respect to
indirect participating firms and persons shown on the books of such indirect
participating firms as direct or indirect Certificate Owners.

          All transfers by Certificate Owners of Book-Entry Certificates shall
be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owner. Each
Depository Participant shall only transfer Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures.

          If (x) (i) the Depository or the Depositor advises the Trust
Administrator in writing that the Depository is no longer willing, qualified
or able to properly discharge its responsibilities as Depository, and (ii) the
Depositor is unable to locate a qualified successor, (y)


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<PAGE>


the Depositor notifies the Trust Administrator in writing, with the consent of
the applicable Depository Participants, that it elects to terminate the
book-entry system through the Depository or (z) after the occurrence of a
Master Servicer Event of Termination, Certificate Owners representing at least
51% of the Certificate Principal Balance of the Book-Entry Certificates
together advise the Trust Administrator and the Depository through the
Depository Participants in writing that the continuation of a Book-Entry
system through the Depository is no longer in the best interests of the
Certificate Owners and the Depository Participants consent to the termination,
the Trust Administrator, upon receipt of notice of such event, shall notify
all Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of definitive, fully-registered Certificates
(the "Definitive Certificates") to Certificate Owners requesting the same.
Upon surrender to the Trust Administrator of the related Class of Certificates
by the Depository, accompanied by the instructions from the Depository for
registration, the Trust Administrator shall issue the Definitive Certificates.
None of the Master Servicer, the Depositor nor the Trust Administrator shall
be liable for any delay in delivery of such instruction and each may
conclusively rely on, and shall be protected in relying on, such instructions.
The Depositor shall provide the Trust Administrator with an adequate inventory
of certificates to facilitate the issuance and transfer of Definitive
Certificates. Upon the issuance of Definitive Certificates all references
herein to obligations imposed upon or to be performed by the Depository shall
be deemed to be imposed upon and performed by the Trust Administrator, to the
extent applicable with respect to such Definitive Certificates and the Trust
Administrator shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder; provided that the Trust Administrator shall not
by virtue of its assumption of such obligations become liable to any party for
any act or failure to act of the Depository.

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

          If (a) any mutilated Certificate is surrendered to the Trust
Administrator, or the Trust Administrator receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate and (b)
there is delivered to the Master Servicer, the NIMS Insurer and the Trust
Administrator (and, with respect to the Class A-7A Certificates, the Class
A-7A Certificate Insurer) such security or indemnity as may be required by
them to save each of them harmless, then, in the absence of notice to the
Trust Administrator that such Certificate has been acquired by a bona fide
purchaser, the Trust Administrator shall execute, countersign and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like Class, tenor and Percentage Interest.
In connection with the issuance of any new Certificate under this Section
5.03, the Trust Administrator may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trust
Administrator and its counsel) connected therewith. Any replacement
Certificate issued pursuant to this Section 5.03 shall constitute complete and
indefeasible evidence of ownership, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.

Section 5.04. Persons Deemed Owners.

          The Master Servicer, the Trustee, the Trust Administrator, the NIMS
Insurer, the Class A-7A Certificate Insurer and any agent of the Master
Servicer, the Trust Administrator, the Class A-7A Certificate Insurer or the
Trustee may treat the Person in whose name any Certificate


                                      95
<PAGE>


is registered as the owner of such Certificate for the purpose of receiving
distributions as provided in this Agreement and for all other purposes
whatsoever, and none of the Master Servicer, the Trust Administrator, the NIMS
Insurer, the Class A-7A Certificate Insurer or the Trustee nor any agent of
the Master Servicer, the Trust Administrator, the NIMS Insurer, the Class A-7A
Certificate Insurer or the Trustee shall be affected by any notice to the
contrary.

Section 5.05. Access to List of Certificateholders' Names and Addresses.

          If three or more Certificateholders (a) request such information in
writing from the Trust Administrator, (b) state that such Certificateholders
desire to communicate with other Certificateholders with respect to their
rights under this Agreement or under the Certificates, and (c) provide a copy
of the communication which such Certificateholders propose to transmit, or if
the Depositor, the Class A-7A Certificate Insurer or Master Servicer shall
request such information in writing from the Trust Administrator, then the
Trust Administrator shall, within ten Business Days after the receipt of such
request, provide the Depositor, the Master Servicer, the Class A-7A
Certificate Insurer or such Certificateholders at such recipients' expense the
most recent list of the Certificateholders of such Trust Fund held by the
Trust Administrator, if any. The Depositor and every Certificateholder, by
receiving and holding a Certificate, agree that the Trust Administrator shall
not be held accountable by reason of the disclosure of any such information as
to the list of the Certificateholders hereunder, regardless of the source from
which such information was derived.

Section 5.06. Maintenance of Office or Agency.

          Certificates may be surrendered for registration of transfer or
exchange at Corporate Trust Office of the Trust Administrator. The Trust
Administrator will give prompt written notice to the Certificateholders of any
change in such location of any such office or agency.

                                  ARTICLE VI

                     THE DEPOSITOR AND THE MASTER SERVICER

Section 6.01. Respective Liabilities of the Depositor and the Master Servicer.

          The Depositor, the Master Servicer and the NIMS Insurer shall each
be liable in accordance herewith only to the extent of the obligations
specifically and respectively imposed upon and undertaken by them herein.

Section 6.02. Merger or Consolidation of the Depositor and the Master
Servicer.

          The Depositor and the Master Servicer will each keep in full effect
its existence, rights and franchises as a corporation or national banking
association, as the case may be, under the laws of the United States or under
the laws of one of the states thereof and will each obtain and preserve its
qualification to do business as a foreign corporation or legal entity, as the
case may be, in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, or any
of the Mortgage Loans and to perform its respective duties under this
Agreement.


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          Any Person into which the Depositor or the Master Servicer may be
merged or consolidated, or any Person resulting from any merger or
consolidation to which the Depositor or the Master Servicer shall be a party,
or any Person succeeding to the business of the Depositor or the Master
Servicer, shall be the successor of the Depositor or the Master Servicer, as
the case may be, hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding; provided, however, that the successor or
surviving Person to the Master Servicer shall be qualified to service mortgage
loans on behalf of Fannie Mae or Freddie Mac.

Section 6.03. Limitation on Liability of the Depositor, the NIMS Insurer, the
Transferor, the Master Servicer, the Trustee and Others.

          None of the Depositor, the Transferor, the Master Servicer, the NIMS
Insurer, the Trustee or any of the directors, officers, employees or agents of
the Depositor, the Transferor, the NIMS Insurer, the Master Servicer, the
Trustee or the Custodian shall be under any liability to the Trust for any
action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Transferor, the NIMS
Insurer, the Master Servicer, the Trustee or any such Person against any
breach of representations or warranties made by it herein or protect the
Depositor, the Transferor, the Master Servicer, the NIMS Insurer, the Trustee
or any such Person from any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in the performance of
duties hereunder or by reason of reckless disregard of obligations and duties
hereunder. The Depositor, the Transferor, the Master Servicer, the NIMS
Insurer, the Trustee and any director, officer, employee or agent of the
Depositor, the Transferor, the Master Servicer, the NIMS Insurer, the Trustee
or the Custodian may rely in good faith on any document of any kind prima
facie properly executed and submitted by any Person respecting any matters
arising hereunder. The Depositor, the Transferor, the Master Servicer, the
NIMS Insurer, the Trustee and any director, officer, employee or agent of the
Depositor, the Transferor, the Master Servicer, the NIMS Insurer, the Trustee
or the Custodian shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with (i) any
audit, controversy or judicial proceeding relating to a governmental taxing
authority, (ii) the performance of its duties and obligations and the exercise
of (or failure to exercise) its rights under this Agreement or the
Certificates which constitute "unanticipated expenses incurred by the REMIC"
within the meaning of the REMIC Provisions, or (iii) any legal action relating
to this Agreement or the Certificates, other than any loss, liability or
expense related to any specific Mortgage Loan or Mortgage Loans (except as any
such loss, liability or expense shall be otherwise reimbursable pursuant to
this Agreement) and any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. None of the Depositor, the Transferor, the Master Servicer, the
NIMS Insurer, the Trustee and the Custodian shall be under any obligation to
appear in, prosecute or defend any legal action that is not incidental to its
respective duties hereunder and which in its opinion may involve it in any
expense or liability; provided, however, that any of the Depositor, the
Transferor, the Master Servicer, the NIMS Insurer, the Trustee or the
Custodian may in its discretion undertake any such action that it may deem
necessary or desirable in respect of this Agreement and the rights and duties
of the parties hereto and interests of the Trustee, the Trust Administrator
and the Certificateholders hereunder. In such event, the legal expenses and
costs


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of such action and any liability resulting therefrom shall be expenses, costs
and liabilities of the Trust Fund, and the Depositor, the Transferor, the NIMS
Insurer, the Trustee and the Master Servicer shall be entitled to be
reimbursed therefor out of the Collection Account.

Section 6.04. Limitation on Resignation of Master Servicer.

          The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except (a) upon appointment of a successor master
servicer and receipt by the Trustee of a letter from each Rating Agency that
such a resignation and appointment will not result in a downgrading of the
rating of any of the Certificates (determined without regard to the Class A-7A
Certificate Insurance Policy), or (b) upon determination that its duties
hereunder are no longer permissible under applicable law, or (c) pursuant to
Section 6.05. Any such determination under clause (b) permitting the
resignation of the Master Servicer shall be evidenced by an Opinion of Counsel
to such effect delivered to the Trustee, the Class A-7A Certificate Insurer
and the NIMS Insurer. No such resignation shall become effective until the
Trustee or a successor master servicer acceptable to the NIMS Insurer and the
Class A-7A Certificate Insurer, shall have assumed the Master Servicer's
responsibilities, duties, liabilities and obligations hereunder.

Section 6.05. Sale and Assignment of Master Servicing Rights.

          The Master Servicer may sell, assign or delegate its rights, duties
and obligations as Master Servicer under this Agreement in their entirety;
provided, however, that: (i) the purchaser or transferee accepting such sale,
assignment and delegation (a) shall be a Person qualified to service mortgage
loans for Fannie Mae or Freddie Mac, (b) shall have a net worth of not less
than $50,000,000 (unless otherwise approved by each Rating Agency pursuant to
clause (ii) below) and (c) shall execute and deliver to the Trustee, the Class
A-7A Certificate Insurer and the NIMS Insurer an agreement, in form and
substance reasonably satisfactory to the Trustee, the Class A-7A Certificate
Insurer and the NIMS Insurer, which contains an assumption by such Person of
the due and punctual performance and observance of each covenant and condition
to be performed or observed by it as master servicer under this Agreement,
from and after the effective date of such assumption agreement or delegation;
(ii) each Rating Agency shall be given prior written notice of the identity of
the proposed successor to the Master Servicer and shall confirm in writing to
the Master Servicer, the Trustee, the Class A-7A Certificate Insurer and the
NIMS Insurer that any such sale, assignment or delegation would not result in
a withdrawal or a downgrading of the rating on any Class of Certificates
(determined without regard to the Class A-7A Certificate Insurance Policy) in
effect immediately prior to such sale, assignment; and (iii) the Master
Servicer shall deliver to the Trustee, the Class A-7A Certificate Insurer and
the NIMS Insurer an Officer's Certificate and an Opinion of Independent
Counsel, each stating that all conditions precedent to such action under this
Agreement have been fulfilled and such action is permitted by and complies
with the terms of this Agreement. No such sale, assignment or delegation shall
affect any liability of the Master Servicer arising prior to the effective
date thereof.


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                                  ARTICLE VII

                                    DEFAULT

Section 7.01. Events of Default.

          "Master Servicer Event of Termination," wherever used herein, means
any one of the following events:

          (i) The Master Servicer fails to cause to be deposited in the
     Distribution Account any amount so required to be deposited pursuant to
     this Agreement, and such failure continues unremedied for a period of one
     Business Day; or

          (ii) The Master Servicer fails to observe or perform in any material
     respect any other material covenants and agreements set forth in this
     Agreement to be performed by it, which covenants and agreements
     materially affect the rights of Certificateholders or the Class A-7A
     Certificate Insurer, and such failure continues unremedied for a period
     of 60 days after the date on which written notice of such failure,
     properly requiring the same to be remedied, shall have been given to the
     Master Servicer by the Trustee or the NIMS Insurer or to the Master
     Servicer and the Trustee or the Trust Administrator by the Holders of
     Certificates evidencing Voting Rights aggregating not less than 25% of
     the Certificates; or

          (iii) There is entered against the Master Servicer a decree or order
     by a court or agency or supervisory authority having jurisdiction in the
     premises for the appointment of a conservator, receiver or liquidator in
     any insolvency, readjustment of debt, marshaling of assets and
     liabilities or similar proceedings, or for the winding up or liquidation
     of its affairs, and the continuance of any such decree or order is
     unstayed and in effect for a period of 60 consecutive days, or an
     involuntary case is commenced against the Master Servicer under any
     applicable insolvency or reorganization statute and the petition is not
     dismissed within 60 days after the commencement of the case; or

          (iv) The Master Servicer consents to the appointment of a
     conservator or receiver or liquidator in any insolvency, readjustment of
     debt, marshaling of assets and liabilities or similar proceedings of or
     relating to the Master Servicer or substantially all of its property; or
     the Master Servicer admits in writing its inability to pay its debts
     generally as they become due, files a petition to take advantage of any
     applicable insolvency or reorganization statute, makes an assignment for
     the benefit of its creditors, or voluntarily suspends payment of its
     obligations; or

          (v) The Master Servicer assigns or delegates its duties or rights
     under this Agreement in contravention of the provisions permitting such
     assignment or delegation under Section 6.04; or

          (vi) any failure by the Master Servicer to comply with Sections 3.21
     or 3.22.

          In each and every such case, so long as such Master Servicer Event
of Termination with respect to the Master Servicer shall not have been
remedied, the Trustee may,


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<PAGE>


and (i) at the direction of the Holders of Certificates evidencing Voting
Rights aggregating not less than 25% of the Certificates or (ii) if such
Master Servicer Event of Termination is related to a failure by the Master
Servicer to make any Advance required to be made by it pursuant to the terms
of this Agreement or perform its obligations under Sections 3.21 or 3.22 of
this Agreement, the Trustee shall, in each case by notice in writing to the
Master Servicer, with a copy to the Rating Agencies and the Class A-7A
Certificate Insurer, terminate all of the rights and obligations (but not the
liabilities accruing prior to the date of termination) of the Master Servicer
under this Agreement and in and to the Mortgage Loans and/or the REO Property
serviced by the Master Servicer and the proceeds thereof provided, however,
with respect to a Master Servicer Event of Termination set forth in clause
(vi), the Depositor, at its sole option, but with the consent of the Trustee,
may permit a cure period for the Master Servicer to deliver such Assessment of
Compliance or Accountant's Attestation, but in no event later than March 25th
of such year. Upon the receipt by the Master Servicer of such written notice,
all authority and power of the Master Servicer under this Agreement, whether
with respect to the Certificates, the Mortgage Loans, the Servicing Agreement,
REO Property or under any other related agreements (but only to the extent
that such other agreements relate to the Mortgage Loans or related REO
Property) shall, subject to Section 7.02, automatically and without further
action pass to and be vested in the Trustee pursuant to this Section 7.01;
and, without limitation, the Trustee is hereby authorized and empowered to
execute and deliver, on behalf of the Master Servicer as attorney-in-fact or
otherwise, any and all documents and other instruments and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of
such notice of termination, whether to complete the transfer and endorsement
or assignment of the Mortgage Loans and related documents, or otherwise. The
Master Servicer agrees to cooperate with the Trustee in effecting the
termination of the Master Servicer's rights and obligations hereunder,
including, without limitation, the transfer to the Trustee of (i) the Mortgage
Files and all other property and amounts which are then or should be part of
the Trust or which thereafter become part of the Trust; and (ii) originals or
copies of all documents of the Master Servicer reasonably requested by the
Trustee to enable it to assume the Master Servicer's duties thereunder. In
addition to any other amounts which are then, or, notwithstanding the
termination of its activities under this Agreement, may become payable to the
Master Servicer under this Agreement, the Master Servicer shall be entitled to
receive, out of any amount received on account of a Mortgage Loan or related
REO Property, that portion of such payments which it would have received as
reimbursement under this Agreement if notice of termination had not been
given. The termination of the rights and obligations of the Master Servicer
shall not affect any obligations incurred by the Master Servicer prior to such
termination.

          Notwithstanding any termination of the activities of the Master
Servicer hereunder, the Master Servicer shall be entitled to receive, out of
any late collection of a Scheduled Payment on a Mortgage Loan which was due
prior to the notice terminating such Master Servicer's rights and obligations
as Master Servicer hereunder and received after such notice, that portion
thereof to which such Master Servicer would have been entitled pursuant to
Sections 3.10(a)(i) through (xi), and any other amounts payable to such Master
Servicer hereunder the entitlement to which arose prior to the termination of
its activities hereunder.

          If the Master Servicer and the Trust Administrator are the same
Person, then at any time the Master Servicer is terminated pursuant to Section
7.01 hereof, the Trust Administrator shall likewise be removed as trust
administrator hereunder.


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Section 7.02. Trustee to Act; Appointment of Successor.

          On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 hereof, the Trustee shall, subject to and
to the extent provided in Section 3.05, be the successor to the Master
Servicer in its capacity as Master Servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties, liabilities and limitations on liabilities relating
thereto placed on the Master Servicer by the terms and provisions hereof and
applicable law, including the obligation to make Advances pursuant to Section
4.01. As compensation therefor, the Trustee shall be entitled to investment
income on all funds to which the Master Servicer would have been entitled in
the Collection Account or Distribution Account if the Master Servicer had
continued to act hereunder. Notwithstanding the foregoing, if the Trustee has
become the successor to the Master Servicer in accordance with Section 7.01
hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it
is prohibited by applicable law from making Advances pursuant to Section 4.01
hereof or if it is otherwise unable to so act, or if it has been requested in
writing by the NIMS Insurer or Holders of Certificates evidencing not less
than 25% of the Voting Rights evidenced by the Certificates to do so, appoint,
or petition a court of competent jurisdiction to appoint, any established
mortgage loan servicing institution the appointment of which does not
adversely affect the then current rating of the Certificates by each Rating
Agency (determined without regard to the Class A-7A Certificate Insurance
Policy) as the successor to the Master Servicer hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Master
Servicer hereunder. Any successor to the Master Servicer shall be an
institution which is a Fannie Mae and Freddie Mac approved seller/servicer in
good standing or such successor shall enter into a back-up servicing contract
with an entity that is a Fannie Mae and Freddie Mac approved seller/servicer
in good standing and acceptable to the Rating Agencies, which has a net worth
of at least $15,000,000, and which is willing to master service the Mortgage
Loans and executes and delivers to the Depositor and the Trustee an agreement
accepting such delegation and assignment, which contains an assumption by such
Person of the rights, powers, duties, responsibilities, obligations and
liabilities of the Master Servicer (other than liabilities of the Master
Servicer under Section 6.03 hereof incurred prior to termination of the Master
Servicer under Section 7.01), with like effect as if originally named as a
party to this Agreement; and provided further that each Rating Agency
acknowledges that its rating of the Certificates in effect immediately prior
to such assignment and delegation will not be qualified or reduced, without
regard to the guaranty provided by the Class A-7A Certificate Insurance
Policy, as a result of such assignment and delegation. Pending appointment of
a successor to the Master Servicer hereunder, the Trustee, unless the Trustee
is prohibited by law from so acting, shall, subject to Section 3.05 hereof,
act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor master servicer out of payments on Mortgage
Loans as it and such successor master servicer shall agree; provided, however,
that no such compensation shall be in excess of the compensation permitted the
Master Servicer hereunder. The Trustee and such successor master servicer
shall take such action, consistent with this Agreement, as shall be necessary
to effectuate any such succession. Neither the Trustee nor any other successor
master servicer shall be deemed to be in default hereunder by reason of any
failure to make, or any delay in making, any distribution hereunder or any
portion thereof or any failure to perform, or any delay in performing, any
duties or responsibilities hereunder, in either case caused by the


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failure of the Master Servicer to deliver or provide, or any delay in
delivering or providing, any cash, information, documents or records to it.

          Any successor master servicer as Master Servicer shall give notice
to the Servicer of such change of master servicer and shall, during the term
of its service as master servicer enforce the requirement of the Servicer to
maintain in force the policy or policies pursuant to Section 3.11.

          The Trustee or successor master servicer shall be entitled to be
reimbursed from the Master Servicer for all costs associated with the transfer
of master servicing from the predecessor master servicer, including, without
limitation, any costs or expenses (including but not limited to personnel
time) associated with the complete transfer of all master servicing data and
the completion, correction or manipulation of such master servicing data as
may be required by the Trustee or successor master servicer to correct any
errors or insufficiencies in the master servicing data or otherwise to enable
the Trustee or successor master servicer to master service the Mortgage Loans
properly and effectively. If the Master Servicer does not pay such
reimbursement within thirty (30) days of its receipt of an invoice therefor,
such reimbursement shall be an expense of the Trust and the Trustee shall be
entitled to withdraw such reimbursement from amounts on deposit in the
Distribution Account pursuant to Section 3.10(b)(iii); provided that the
Master Servicer shall reimburse the Trust for any such expense incurred by the
Trust.

Section 7.03. Notification to Certificateholders.

     (a) Upon any termination of or appointment of a successor to the Master
Servicer, the Trustee (or the Trust Administrator on its behalf) shall give
prompt written notice thereof to the NIMS Insurer, the Class A-7A Certificate
Insurer, Certificateholders and to each Rating Agency.

     (b) Within 60 days after the occurrence of any Master Servicer Event of
Termination, the Trustee or the Trust Administrator shall transmit by mail to
the NIMS Insurer, the Class A-7A Certificate Insurer and all
Certificateholders notice of each such Master Servicer Event of Termination
hereunder actually known to a Responsible Officer of the Trustee or the Trust
Administrator, unless such Master Servicer Event of Termination shall have
been cured or waived.

                                 ARTICLE VIII

                            CONCERNING THE TRUSTEE

Section 8.01. Duties of Trustee.

          The Trustee, prior to the occurrence of a Master Servicer Event of
Termination of which a Responsible Officer of the Trustee shall have actual
knowledge and after the curing or waiver of all Master Servicer Events of
Termination that may have occurred, shall undertake to perform such duties and
only such duties as are specifically set forth in this Agreement. In case a
Master Servicer Event of Termination has occurred and remains uncured or
unwaived, the Trustee shall exercise such of the rights and powers vested in
it by this Agreement, and use the same degree of care and skill in their
exercise as a prudent person would exercise or use under


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<PAGE>


the circumstances in the conduct of such person's own affairs, but only until
such time as a successor Master Servicer shall have been appointed hereunder.

          The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee that are specifically required to be furnished
pursuant to any provision of this Agreement shall examine them to determine
whether they are in the form required by this Agreement to the extent that
forms of such documents have been provided to the Trustee; provided, however,
that the Trustee shall not be responsible for the accuracy or content of any
such resolution, certificate, statement, opinion, report, document, order or
other instrument. If any such instrument is found not to conform in any
material respect to the requirements of this Agreement, the Trustee shall
notify the NIMS Insurer, the Class A-7A Certificate Insurer and the
Certificateholders of such non-conforming instrument in the event the Trustee,
after so requesting, does not receive a satisfactorily corrected instrument.

          No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

          (i) unless a Master Servicer Event of Termination of which a
     Responsible Officer of the Trustee has actual knowledge shall have
     occurred and be continuing, the duties and obligations of the Trustee
     shall be determined solely by the express provisions of this Agreement,
     the Trustee shall not be liable except for the performance of such duties
     and obligations as are specifically set forth in this Agreement, no
     implied covenants or obligations shall be read into this Agreement
     against the Trustee and the Trustee may conclusively rely, as to the
     truth of the statements and the correctness of the opinions expressed
     therein, upon any certificates or opinions furnished to the Trustee and
     conforming to the requirements of this Agreement which it believed in
     good faith to be genuine and to have been duly executed by the proper
     authorities respecting any matters arising hereunder;

          (ii) the Trustee shall not be liable for an error of judgment made
     in good faith by a Responsible Officer or Responsible Officers of the
     Trustee, unless it shall be conclusively determined by a court of
     competent jurisdiction, such determination no longer subject to appeal,
     that the Trustee was negligent in ascertaining the pertinent facts;

          (iii) the Trustee shall not be liable with respect to any action
     taken, suffered or omitted to be taken by it in good faith in accordance
     with the direction of the NIMS Insurer or Holders of Certificates
     evidencing not less than 25% of the Voting Rights of Certificates
     relating to the time, method and place of conducting any proceeding for
     any remedy available to the Trustee, or exercising or omitting to
     exercise any trust or power conferred upon the Trustee under this
     Agreement;

          (iv) the Trustee shall not be accountable, shall have no liability
     and makes no representation as to any acts or omissions hereunder of the
     Master Servicer until such time as the Trustee may be required to act as
     Master Servicer pursuant to Section 7.02


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<PAGE>


     and thereupon only for the acts or omissions of the Trustee as successor
     Master Servicer; and

          (v) the Trustee shall promptly remit to the Master Servicer any
     complaint, claim, demand, notice or other document (collectively, the
     "Notices") delivered to the Trustee as a consequence of the assignment of
     any Mortgage Loan hereunder and relating to the servicing of the Mortgage
     Loans; provided that any such Notice (i) is delivered to the Trustee at
     its Corporate Trust Office; and (ii) contains information sufficient to
     permit the Trustee to make a determination that the real property to
     which such document relates is a Mortgaged Property. The Trustee shall
     have no duty hereunder with respect to any Notice it may receive or which
     may be alleged to have been delivered to or served upon it unless such
     Notice is delivered to it or served upon it at its Corporate Trust Office
     and such Notice contains the information required pursuant to clause (ii)
     of the preceding sentence.

Section 8.02. Certain Matters Affecting the Trustee.

     (a) Except as otherwise provided in Section 8.01:

          (i) the Trustee may request and conclusively rely upon and shall be
     fully protected in acting or refraining from acting upon any resolution,
     Officer's Certificate, certificate of auditors or any other certificate,
     statement, instrument, opinion, report, notice, request, consent, order,
     appraisal, bond or other paper or document believed by it to be genuine
     and to have been signed or presented by the proper party or parties and
     the Trustee shall have no responsibility to ascertain or confirm the
     genuineness of any signature of any such party or parties;

          (ii) the Trustee may consult with counsel, financial advisers or
     accountants and the advice of any such counsel, financial advisers or
     accountants and any advice or opinion of counsel shall be full and
     complete authorization and protection in respect of any action taken or
     suffered or omitted by it hereunder in good faith and in accordance with
     such advice or opinion of counsel;

          (iii) the Trustee shall not be liable for any action taken, suffered
     or omitted by it in good faith and believed by it to be authorized or
     within the discretion or rights or powers conferred upon it by this
     Agreement;

          (iv) prior to the occurrence of a Master Servicer Event of
     Termination and after the curing or waiver of all Master Servicer Events
     of Termination which may have occurred, the Trustee shall not 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 so to do by the NIMS Insurer or Holders of
     Certificates evidencing not less than 25% of the Voting Rights allocated
     to each Class of Certificates; provided, however, that if the payment
     within a reasonable time to the Trustee of the costs, expenses or
     liabilities likely to be incurred by it in the making of such
     investigation is, in the opinion of the Trustee, not reasonably assured
     to the Trustee by the security afforded to it by the terms


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     of this Agreement, the Trustee may require reasonable indemnity against
     such expense or liability as a condition to so proceeding. The reasonable
     expense of every such examination shall be paid by the Master Servicer
     or, if paid by the Trustee, shall be reimbursed by the Master Servicer
     upon demand. Nothing in this clause (iv) shall derogate from the
     obligation of the Master Servicer to observe any applicable law
     prohibiting disclosure of information regarding the Mortgagors;

          (v) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys or custodians (including, without limitation, the Custodian)
     and the Trustee shall not be responsible for any misconduct or negligence
     on the part of any such agent, attorney or custodian appointed by the
     Trustee with due care or on the part of the Custodian;

          (vi) the Trustee shall not be required to risk or expend its own
     funds or otherwise incur any financial liability in the performance of
     any of its duties or in the exercise of any of its rights or powers
     hereunder if it shall have reasonable grounds for believing that
     repayment of such funds or adequate indemnity against such risk or
     liability is not assured to it, and none of the provisions contained in
     this Agreement shall in any event require the Trustee to perform, or be
     responsible for the manner of performance of, any of the obligations of
     the Master Servicer under this Agreement, except during such time, if
     any, as the Trustee shall be the successor to, and be vested with the
     rights, duties, powers and privileges of, the Master Servicer in
     accordance with the terms of this Agreement;

          (vii) the Trustee shall not be liable for any loss on any investment
     of funds pursuant to this Agreement (other than as issuer of the
     investment security);

          (viii) the Trustee shall not be required to take notice of be deemed
     to have notice or knowledge of any default or a Master Servicer Event of
     Termination until a Responsible Officer of the Trustee obtains actual
     knowledge of such failure or a Responsible Officer of the Trustee
     receives written notice of such failure from the Master Servicer, the
     NIMS Insurer, the Class A-7A Certificate Insurer or the holders of
     Certificates evidencing not less than 25% of the Voting Rights of
     Certificates. In the absence of such receipt of such notice, the Trustee
     may conclusively assume that there is no default or Master Servicer Event
     of Termination;

          (ix) the Trustee shall be under no obligation to exercise any of the
     trusts, rights or powers vested in it by this Agreement or to institute,
     conduct or defend any litigation hereunder or in relation hereto at the
     request, order or direction of any of the NIMS Insurer or the
     Certificateholders, pursuant to the provisions of this Agreement, unless
     the NIMS Insurer, the Class A-7A Certificate Insurer or the
     Certificateholders have offered to the Trustee reasonable security or
     indemnity satisfactory to the Trustee against the costs, expenses and
     liabilities which may be incurred therein or thereby;

          (x) the Trustee shall not be required to give any bond or surety in
respect of the execution of the Trust Fund created hereby or the powers
granted hereunder; and


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     (b) The Trustee shall have no duty (A) to see to any recording, filing,
or depositing of this Agreement or any agreement referred to herein or any
financing statement or continuation statement evidencing a security interest,
or to see to the maintenance of any such recording or filing or depositing or
to any rerecording, refiling or redepositing thereof, (B) to see to the
provision of any insurance or (C) to see to the payment or discharge of any
tax, assessment, or other governmental charge or any lien or encumbrance of
any kind owing with respect to, assessed or levied against, any part of the
Trust Fund other than from funds available in the Distribution Account.

Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.

          The recitals contained herein and in the Certificates shall be taken
as the statements of the Depositor or the Transferor, as the case may be, and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Agreement or of
the Certificates or of any Mortgage Loan or related document. The Trustee
shall not be accountable for the use or application by the Depositor or the
Master Servicer of any funds paid to the Depositor or the Master Servicer in
respect of the Mortgage Loans or deposited in or withdrawn from the Collection
Account or the Distribution Account by the Depositor, the Master Servicer or
the Trust Administrator.

Section 8.04. Trustee May Own Certificates.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates and may transact business with the parties
hereto and their Affiliates with the same rights as it would have if it were
not the Trustee.

Section 8.05. Trustee's Fees and Expenses.

          The Trustee shall be compensated by the Trust Administrator as
separately agreed with the Trust Administrator (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee
of an express trust). The Trustee and any director, officer, employee, agent
or "control person" within the meaning of the Securities Act of 1933, as
amended, and the Securities Exchange of 1934, as amended ("Control Person"),
of the Trustee shall be indemnified by the Trust and held harmless against any
loss, liability or expense (including reasonable attorney's fees) (i) incurred
in connection with any claim or legal action relating to (a) this Agreement
(b) the Mortgage Loans or (c) the Certificates, other than any loss, liability
or expense incurred by reason of willful misfeasance, bad faith or negligence
in the performance of any of the Trustee's duties hereunder, (ii) incurred in
connection with the performance of any of the Trustee's duties or the exercise
of (or failure to exercise) its rights hereunder, other than any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
negligence in the performance of any of the Trustee's duties hereunder, or in
the exercise (or failure to exercise) any of the Trustee's rights hereunder,
(iii) incurred by reason of any action of the Trustee taken at the direction
of the Certificateholders, or (iv) resulting from any error in any tax or
information return prepared by the Master Servicer, provided, that any such
loss, liability or expense constitutes an "unanticipated expense incurred by
the REMIC" within the meaning of Treasury Regulations Section
1.860G-1(b)(3)(ii). Such indemnity shall survive the termination of this
Agreement, payment of the Certificates and the resignation or removal of


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the Trustee hereunder. Without limiting the foregoing, and except for any such
expense, disbursement or advance as may arise from the Trustee's negligence,
bad faith or willful misconduct, or which would not be an "unanticipated
expense" within the meaning of the second preceding sentence, the Trustee
shall be reimbursed by the Trust for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any of the
provisions of this Agreement with respect to: (A) the reasonable compensation
and the expenses and disbursements of its counsel not associated with the
closing of the issuance of the Certificates, (B) the reasonable compensation,
expenses and disbursements of any accountant, engineer, appraiser or other
agent that is not regularly employed by the Trustee, to the extent that the
Trustee must engage such Persons to perform acts or services hereunder and (C)
printing and engraving expenses in connection with preparing any Definitive
Certificates. The Trustee is authorized to make withdrawals from the
Distribution Account pursuant to Section 3.10(b)(iii) to fulfill its
obligations under this paragraph.

Section 8.06. Eligibility Requirements for Trustee.

          The Trustee hereunder shall at all times be a corporation or
association organized and doing business under the laws of the United States
of America or any state thereof, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by federal or state
authority and with a credit rating of at least investment grade. If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 8.06 the combined
capital and surplus of such corporation or association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 8.06, the Trustee
shall resign immediately in the manner and with the effect specified in
Section 8.07 hereof. The entity serving as Trustee may have normal banking and
trust relationships with the Depositor and its affiliates or the Master
Servicer and its affiliates; provided, however, that such entity cannot be an
affiliate of the Master Servicer other than the Trustee in its role as
successor to the Master Servicer.

Section 8.07. Resignation and Removal of Trustee.

          The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice of resignation to the Depositor, the
NIMS Insurer, the Class A-7A Certificate Insurer and the Master Servicer and
each Rating Agency not less than 60 days before the date specified in such
notice when, subject to Section 8.08, such resignation is to take effect, and
acceptance by a successor trustee acceptable to the NIMS Insurer and the Class
A-7A Certificate Insurer and in accordance with Section 8.08 meeting the
qualifications set forth in Section 8.06. If no successor trustee meeting such
qualifications shall have been so appointed by the Depositor and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.

          If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 hereof and shall fail to resign after
written request thereto by the


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NIMS Insurer, the Class A-7A Certificate Insurer or the Depositor, or if at
any time the Trustee shall become incapable of acting, or shall be adjudged as
bankrupt or insolvent, or a receiver of the Trustee or of its property shall
be appointed, or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, or a tax is imposed with respect to the Trust
Fund by any state in which the Trustee or the Trust Fund is located and the
imposition of such tax would be avoided by the appointment of a different
trustee, then the NIMS Insurer, the Class A-7A Certificate Insurer, the
Depositor or the Master Servicer may remove the Trustee and appoint a
successor trustee acceptable to the NIMS Insurer and the Class A-7A
Certificate Insurer, by written instrument, in triplicate, one copy of which
instrument shall be delivered to the Trustee so removed, one copy of which
shall be delivered to the Master Servicer and one copy to the successor
trustee.

          The Holders of Certificates entitled to at least 51% of the Voting
Rights or the NIMS Insurer may at any time remove the Trustee and appoint a
successor trustee acceptable to the NIMS Insurer and the Class A-7A
Certificate Insurer, by written instrument or instruments, in triplicate,
signed by such Holders or their attorneys-in-fact duly authorized, one
complete set of which instruments shall be delivered by the successor Trustee
to the Master Servicer, one complete set to the Trustee so removed and one
complete set to the successor so appointed. Notice of any removal of the
Trustee shall be given to each Rating Agency by the successor trustee.

          Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
become effective upon acceptance by the successor trustee of appointment as
provided in Section 8.08 hereof.

Section 8.08. Successor Trustee.

          Any successor trustee appointed as provided in Section 8.07 hereof
shall execute, acknowledge and deliver to the Depositor, the Class A-7A
Certificate Insurer, the NIMS Insurer and to its predecessor trustee and the
Master Servicer an instrument accepting such appointment hereunder and
thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if
originally named as trustee herein. The Depositor, the Master Servicer and the
predecessor trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for more fully and certainly
vesting and confirming in the successor trustee all such rights, powers,
duties, and obligations.

          No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06 hereof and its
appointment shall not adversely affect the then current rating of the
Certificates (determined without regard to the Class A-7A Certificate
Insurance Policy), as confirmed in writing by each Rating Agency.

          Upon acceptance by a successor trustee of appointment as provided in
this Section 8.08, the Depositor shall mail notice of the succession of such
trustee hereunder to all Holders of Certificates and the Class A-7A
Certificate Insurer. If the Depositor fails to mail such notice


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within 10 days after acceptance by the successor trustee of appointment, the
successor trustee shall cause such notice to be mailed at the expense of the
Depositor.

Section 8.09. Merger or Consolidation of Trustee.

          Any corporation or other entity into which the Trustee may be merged
or converted or with which it may be consolidated or any corporation or other
entity resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation or other entity succeeding to the
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation or other entity shall be eligible under the
provisions of Section 8.06 hereof, without the execution or filing of any
paper or further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding.

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

          Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing any Mortgage Note may at the
time be located, the Master Servicer and the Trustee acting jointly shall have
the power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee, the Class A-7A Certificate Insurer and the
NIMS Insurer to act as co-trustee or co-trustees jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund,
and to vest in such Person or Persons, in such capacity and for the benefit of
the Certificateholders and the Class A-7A Certificate Insurer, such title to
the Trust Fund or any part thereof, whichever is applicable, and, subject to
the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Master Servicer, the NIMS Insurer, the Class A-7A
Certificate Insurer and the Trustee may consider necessary or desirable. If
the Master Servicer, the Class A-7A Certificate Insurer or the NIMS Insurer
shall not have joined in such appointment within 15 days after the receipt by
it of a request to do so, or in the case where a Master Servicer Event of
Termination and a Class A-7A Certificate Insurer Default shall have occurred
and be continuing, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06 and no
notice to Certificateholders of the appointment of any co-trustee or separate
trustee shall be required under Section 8.08.

          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) To the extent necessary to effectuate the purposes of this
     Section 8.10, all rights, powers, duties and obligations conferred or
     imposed upon the Trustee, except for the obligation of the Trustee (as
     successor master servicer) under this Agreement to advance funds on
     behalf of the Master Servicer, shall be conferred or imposed upon and
     exercised or performed by the 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 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
     (whether as Trustee hereunder or as successor to the Master Servicer
     hereunder), the Trustee shall be


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<PAGE>


     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 applicable Trust Fund 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 Trustee;

          (ii) No trustee hereunder shall be held personally liable by reason
     of any act or omission of any other trustee hereunder and such
     appointment shall not, and shall not be deemed to, constitute any such
     separate trustee or co-trustee as agent of the Trustee; and

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

          Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the separate trustees and co-trustees,
when and as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article VIII. Each separate trustee and co-trustee,
upon its acceptance of the trusts conferred, shall be vested with the estates
or property specified in its instrument of appointment, either jointly with
the Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed with the
Trustee and a copy thereof given to the Master Servicer, the NIMS Insurer, the
Class A-7A Certificate Insurer and the Depositor.

          Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

                                  ARTICLE IX

                      CONCERNING THE TRUST ADMINISTRATOR

Section 9.01. Duties of Trust Administrator.

          The Trust Administrator shall undertake to perform such duties and
only such duties as are specifically set forth in this Agreement.

          The Trust Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trust Administrator that are specifically
required to be furnished pursuant to any provision of this Agreement shall
examine them to determine whether they are in the form required by this
Agreement; provided, however, that the Trust Administrator shall not be
responsible for the accuracy or content of any such resolution, certificate,
statement, opinion, report, document, order or other instrument. If any such
instrument is found not to conform in any material respect to the requirements
of this Agreement, the Trust Administrator shall notify the Certificateholders
and the Class A-7A


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Certificate Insurer of such non-conforming instrument in the event the Trust
Administrator, after so requesting, does not receive a satisfactorily
corrected instrument.

          No provision of this Agreement shall be construed to relieve the
Trust Administrator from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct; provided, however,
that:

          (i) the duties and obligations of the Trust Administrator shall be
     determined solely by the express provisions of this Agreement, the Trust
     Administrator shall not be liable except for the performance of such
     duties and obligations as are specifically set forth in this Agreement,
     no implied covenants or obligations shall be read into this Agreement
     against the Trust Administrator and the Trust Administrator may
     conclusively rely, as to the truth of the statements and the correctness
     of the opinions expressed therein, upon any certificates or opinions
     furnished to the Trust Administrator and conforming to the requirements
     of this Agreement which it believed in good faith to be genuine and to
     have been duly executed by the proper authorities respecting any matters
     arising hereunder;

          (ii) the Trust Administrator shall not be liable for an error of
     judgment made in good faith by a Responsible Officer or Responsible
     Officers of the Trust Administrator, unless it shall be conclusively
     determined by a court of competent jurisdiction, such determination no
     longer subject to appeal, that the Trust Administrator was negligent in
     ascertaining the pertinent facts;

          (iii) the Trust Administrator shall not be liable with respect to
     any action taken, suffered or omitted to be taken by it in good faith in
     accordance with the direction of Holders of Certificates evidencing not
     less than 25% of the Voting Rights of Certificates relating to the time,
     method and place of conducting any proceeding for any remedy available to
     the Trust Administrator, or exercising or omitting to exercise any trust
     or power conferred upon the Trust Administrator under this Agreement; and

          (iv) The Trust Administrator shall not be accountable, shall have no
     liability and makes no representation as to any acts or omissions
     hereunder of the Master Servicer or the Trustee.

Section 9.02. Certain Matters Affecting the Trust Administrator.

          Except as otherwise provided in Section 9.01:

          (i) the Trust Administrator may request and conclusively rely upon
     and shall be fully protected in acting or refraining from acting upon any
     resolution, Officer's Certificate, certificate of auditors or any other
     certificate, statement, instrument, opinion, report, notice, request,
     consent, order, appraisal, bond or other paper or document believed by it
     to be genuine and to have been signed or presented by the proper party or
     parties and the Trust Administrator shall have no responsibility to
     ascertain or confirm the genuineness of any signature of any such party
     or parties;


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          (ii) the Trust Administrator may consult with counsel, financial
     advisers or accountants and the advice of any such counsel, financial
     advisers or accountants and any advice or Opinion of Counsel shall be
     full and complete authorization and protection in respect of any action
     taken or suffered or omitted by it hereunder in good faith and in
     accordance with such advice or Opinion of Counsel;

          (iii) the Trust Administrator shall not be liable for any action
     taken, suffered or omitted by it in good faith and believed by it to be
     authorized or within the discretion or rights or powers conferred upon it
     by this Agreement;

          (iv) the Trust Administrator shall not 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 so to do by Holders of Certificates evidencing not
     less than 25% of the Voting Rights allocated to each Class of
     Certificates; provided, however, that if the payment within a reasonable
     time to the Trust Administrator of the costs, expenses or liabilities
     likely to be incurred by it in the making of such investigation is, in
     the opinion of the Trust Administrator, not reasonably assured to the
     Trust Administrator by the security afforded to it by the terms of this
     Agreement, the Trust Administrator may require reasonable indemnity
     against such expense or liability as a condition to so proceeding.
     Nothing in this clause (iv) shall derogate from the obligation of the
     Master Servicer to observe any applicable law prohibiting disclosure of
     information regarding the Mortgagors;

          (v) the Trust Administrator may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or
     through agents or attorneys or custodian and the Trust Administrator
     shall not be responsible for any misconduct or negligence on the part of
     any such agent, attorney or custodian appointed by the Trust
     Administrator with due care;

          (vi) the Trust Administrator shall not be required to risk or expend
     its own funds or otherwise incur any financial liability in the
     performance of any of its duties or in the exercise of any of its rights
     or powers hereunder if it shall have reasonable grounds for believing
     that repayment of such funds or adequate indemnity against such risk or
     liability is not assured to it, and none of the provisions contained in
     this Agreement shall in any event require the Trust Administrator to
     perform, or be responsible for the manner of performance of, any of the
     obligations of the Master Servicer under this Agreement, except during
     such time, if any, as the Trust Administrator shall be the successor to,
     and be vested with the rights, duties, powers and privileges of, the
     Master Servicer in accordance with the terms of this Agreement;

          (vii) [reserved];

          (viii) [reserved];

          (ix) the Trust Administrator shall be under no obligation to
     exercise any of the trusts, rights or powers vested in it by this
     Agreement or to institute, conduct or defend


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<PAGE>


     any litigation hereunder or in relation hereto at the request, order or
     direction of any of the Certificateholders, pursuant to the provisions of
     this Agreement, unless such Certificateholders shall have offered to the
     Trust Administrator reasonable security or indemnity satisfactory to the
     Trust Administrator against the costs, expenses and liabilities which may
     be incurred therein or thereby; and

          (x) the Trust Administrator shall have no obligation to appear in,
     prosecute or defend any legal action that is not incidental to its duties
     hereunder and which in its opinion may involve it in any expense or
     liability; provided, however, that the Trust Administrator may in its
     discretion undertake any such action that it may deem necessary or
     desirable in respect of this Agreement and the rights and duties of the
     parties hereto and the interests of the Trustee, the Trust Administrator
     and the Certificateholders hereunder. In such event, the legal expenses
     and costs of such action and any liability resulting therefrom shall be
     expenses, costs and liabilities of the Trust Fund, and the Trust
     Administrator shall be entitled to be reimbursed therefor out of the
     Collection Account pursuant to Section 3.10(a).

          The Trust Administrator shall have no duty (A) to see to any
recording, filing, or depositing of this Agreement or any agreement referred
to herein or any financing statement or continuation statement evidencing a
security interest, or to see to the maintenance of any such recording or
filing or depositing or to any rerecording, refiling or redepositing thereof,
(B) to see to the provision of any insurance or (C) to see to the payment or
discharge of any tax, assessment, or other governmental charge or any lien or
encumbrance of any kind owing with respect to, assessed or levied against, any
part of the Trust Fund other than from funds available in the Distribution
Account.

Section 9.03. Trust Administrator Not Liable for Certificates or Mortgage
Loans.

          The recitals contained herein and in the Certificates shall be taken
as the statements of the Depositor or the Transferor, as the case may be, and
the Trust Administrator assumes no responsibility for their correctness. The
Trust Administrator makes no representations as to the validity or sufficiency
of this Agreement or of the Certificates or of any Mortgage Loan or related
document other than with respect to the Trust Administrator's execution and
authentication of the Certificates. The Trust Administrator shall not be
accountable for the use or application by the Depositor or the Master Servicer
of any funds paid to the Depositor or the Master Servicer in respect of the
Mortgage Loans or deposited in or withdrawn from the Collection Account by the
Depositor or the Master Servicer.

Section 9.04. Trust Administrator May Own Certificates.

          The Trust Administrator in its individual or any other capacity may
become the owner or pledgee of Certificates and may transact business with the
parties hereto and their Affiliates with the same rights as it would have if
it were not the Trust Administrator.

Section 9.05. Trust Administrator's Fees and Expenses.

          As compensation for its activities hereunder, the Trust
Administrator shall be entitled to retain or withdraw from the Distribution
Account an amount equal to the Trust


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Administrator Compensation. The Trust Administrator and any director, officer,
employee, agent or "control person" within the meaning of the Securities Act
of 1933, as amended, and the Securities Exchange of 1934, as amended ("Control
Person"), of the Trust Administrator shall be indemnified by the Trust and
held harmless against any loss, liability or expense (including reasonable
attorney's fees) (i) incurred in connection with any claim or legal action
relating to (a) this Agreement, (b) the Mortgage Loans or (c) the
Certificates, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of any of the
Trust Administrator's duties hereunder, (ii) incurred in connection with the
performance of any of the Trust Administrator's duties or the exercise of (or
failure to exercise) its rights hereunder, other than any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of any of the Trust Administrator's duties hereunder, or (iii)
incurred by reason of any action of the Trust Administrator taken at the
direction of the Certificateholders, provided that any such loss, liability or
expense constitutes an "unanticipated expense incurred by the REMIC" within
the meaning of Treasury Regulations Section 1.860G 1(b)(3)(ii). Such indemnity
shall survive the termination of this Agreement or the resignation or removal
of the Trust Administrator hereunder. Without limiting the foregoing, and
except for any such expense, disbursement or advance as may arise from the
Trust Administrator's negligence, bad faith or willful misconduct, or which
would not be an "unanticipated expense" within the meaning of the second
preceding sentence, the Trust Administrator shall be reimbursed by the Trust
for all reasonable expenses, disbursements and advances incurred or made by
the Trust Administrator in accordance with any of the provisions of this
Agreement with respect to: (A) the reasonable compensation and the expenses
and disbursements of its counsel not associated with the closing of the
issuance of the Certificates, (B) the reasonable compensation, expenses and
disbursements of any accountant, engineer, appraiser or other agent that is
not regularly employed by the Trust Administrator, to the extent that the
Trust Administrator must engage such Persons to perform acts or services
hereunder and (C) printing and engraving expenses in connection with preparing
any Definitive Certificates. The Trust Administrator is authorized to make
withdrawals from the Distribution Account pursuant to Section 3.10(b)(iii) to
fulfill its obligations under this paragraph.

Section 9.06. Eligibility Requirements for Trust Administrator.

          The Trust Administrator hereunder shall at all times be a
corporation or association organized and doing business under the laws the
United States of America or any state thereof, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, subject to supervision or examination by federal or state
authority and with a credit rating of at least investment grade and acceptable
to the Class A-7A Certificate Insurer. If such corporation or association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 9.06 the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trust Administrator shall cease to be eligible in
accordance with the provisions of this Section 9.06, the Trust Administrator
shall resign immediately in the manner and with the effect specified in
Section 9.07 hereof. The entity serving as Trust Administrator may have normal
banking and trust relationships with the Depositor and its affiliates or the
Trustee and its affiliates.


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Section 9.07. Resignation and Removal of Trust Administrator.

          The Trust Administrator may at any time resign by giving written
notice of resignation to the Depositor, the Class A-7A Certificate Insurer and
the Trustee and each Rating Agency not less than 60 days before the date
specified in such notice when, subject to Section 9.08, such resignation is to
take effect, and acceptance by a successor trust administrator in accordance
with Section 9.08 meeting the qualifications set forth in Section 9.06. If no
successor trust administrator meeting such qualifications shall have been so
appointed by the Depositor, the Class A-7A Certificate Insurer or the Trustee
and have accepted appointment within 30 days after the giving of such notice
of resignation, the resigning Trust Administrator may petition any court of
competent jurisdiction for the appointment of a successor trust administrator.

          If at any time the Trust Administrator shall cease to be eligible in
accordance with the provisions of Section 9.06 hereof and shall fail to resign
after written request thereto by the Depositor or the Class A-7A Certificate
Insurer, or if at any time the Trust Administrator shall become incapable of
acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the
Trust Administrator or of its property shall be appointed, or any public
officer shall take charge or control of the Trust Administrator or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, or a tax is imposed with respect to the Trust Fund by any state
in which the Trust Administrator or the Trust Fund is located and the
imposition of such tax would be avoided by the appointment of a different
Trust Administrator, then the Depositor or the Trustee may remove the Trust
Administrator and appoint a successor trust administrator by written
instrument, in triplicate, one copy of which instrument shall be delivered to
the Trust Administrator so removed, one copy of which shall be delivered to
the Master Servicer and one copy to the successor trust administrator. If the
Master Servicer and the Trust Administrator are the same Person, then at any
time the Master Servicer is terminated pursuant to Section 7.01 hereof, the
Depositor shall also remove the Trust Administrator as trust administrator
hereunder.

          The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trust Administrator and appoint a successor
trust administrator by written instrument or instruments, in triplicate,
signed by such Holders or their attorneys-in-fact duly authorized, one
complete set of which instruments shall be delivered by the successor Trust
Administrator to the Trustee, one complete set to the Trust Administrator so
removed and one complete set to the successor so appointed. Notice of any
removal of the Trust Administrator shall be given to each Rating Agency and
the Class A-7A Certificate Insurer by the successor trust administrator.

          Any resignation or removal of the Trust Administrator and
appointment of a successor trust administrator pursuant to any of the
provisions of this Section 9.07 shall become effective upon acceptance by the
successor trust administrator of appointment as provided in Section 9.08
hereof. If the Trust Administrator and the Master Servicer are the same
Person, then at any time the Trust Administrator is removed pursuant to this
Section 9.07, the Master Servicer shall likewise be terminated as master
servicer hereunder.

          The Trust Administrator (i) may not be an Originator, the Master
Servicer, a Servicer, the Depositor or an affiliate of the Depositor unless
the Trust Administrator is in an institutional trust department, (ii) must be
authorized to exercise corporate trust powers under the


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laws of its jurisdiction of organization, and (iii) must be rated at least
"A/F1" by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P
or Moody's (or such rating acceptable to Fitch pursuant to a rating
confirmation). If no successor trust administrator shall have been appointed
and shall have accepted appointment within 60 days after Wells Fargo Bank,
N.A., as Trust Administrator, ceases to be the trust administrator pursuant to
this Section 9.07, then the Trustee shall perform the duties of the Trust
Administrator pursuant to this Agreement. The Trustee shall notify the Rating
Agencies and the Class A-7A Certificate Insurer of any change of Trust
Administrator. In such event, the Trustee shall assume all of the rights and
obligations of the Trust Administrator hereunder arising thereafter except
that the Trustee shall not be (i) liable for losses of the predecessor Trust
Administrator or any acts or omissions of the predecessor Trust Administrator
hereunder or (ii) deemed to have made any representations and warranties of
the Trust Administrator made herein. The Trustee shall not be accountable for,
shall have no liability for and makes no representation as to any acts or
omissions hereunder of the Trust Administrator until such time as the Trustee
may be required to act as successor Trust Administrator pursuant to this
Section 9.07 and thereupon only for the acts or omissions of the Trustee as
successor Trust Administrator.

          The Trustee or successor trust administrator shall be entitled to be
reimbursed from the Master Servicer for all reasonable costs and expenses
associated with the transfer of the duties of the Trust Administrator from the
predecessor Trust Administrator, including, without limitation, any costs or
expenses associated with the complete transfer of all trust administrator data
and the completion, correction or manipulation of such trust administrator
data as may be required by the Trustee or successor trust administrator to
correct any errors or insufficiencies in such trust administrator data or
otherwise to enable the Trustee or successor trust administrator to perform
the duties of the Trust Administrator properly and effectively.

          The Trustee, as successor Trust Administrator, as compensation for
its activities hereunder, shall be entitled to retain or withdraw from the
Distribution Account an amount equal to the Trust Administrator Compensation.
To the extent such Trust Administrator Compensation is less than the current
market rate that the Trustee would charge for providing similar trust
administrator services in a similarly structured transaction, as mutually
determined by the Trustee and the successor Master Servicer at the time the
Trustee becomes the successor Trust Administrator, the successor Master
Servicer, out of its own funds, shall pay the Trustee, as successor Trust
Administrator, additional compensation in an amount equal to the difference
between the Trust Administrator Compensation and such current market rate for
such trust administrator services, as separately negotiated by the successor
Master Servicer and the Trustee at the time the Trustee becomes the successor
Trust Administrator.

Section 9.08. Successor Trust Administrator.

          Any successor trust administrator appointed as provided in Section
9.07 hereof shall execute, acknowledge and deliver to the Depositor and to its
predecessor trust administrator and the Trustee an instrument accepting such
appointment hereunder and thereupon the resignation or removal of the
predecessor trust administrator shall become effective and such successor
trust administrator, without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as trust
administrator herein. The Depositor, the Trustee, the


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Master Servicer and the predecessor trust administrator shall execute and
deliver such instruments and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in the successor
trust administrator all such rights, powers, duties, and obligations.

          No successor trust administrator shall accept appointment as
provided in this Section 9.08 unless at the time of such acceptance such
successor trust administrator shall be eligible under the provisions of
Section 9.06 hereof and its appointment shall not adversely affect the then
current rating of the Certificates (determined without regard to the Class
A-7A Certificate Insurance Policy), as confirmed in writing by each Rating
Agency.

          Upon acceptance by a successor trust administrator of appointment as
provided in this Section 9.08, the Depositor shall mail notice of the
succession of such trust administrator hereunder to all Holders of
Certificates and the Class A-7A Certificate Insurer. If the Depositor fails to
mail such notice within 10 days after acceptance by the successor trust
administrator of appointment, the successor trust administrator shall cause
such notice to be mailed at the expense of the Depositor.

Section 9.09. Merger or Consolidation of Trust Administrator.

          Any corporation or other entity into which the Trust Administrator
may be merged or converted or with which it may be consolidated or any
corporation or other entity resulting from any merger, conversion or
consolidation to which the Trust Administrator shall be a party, or any
corporation or other entity succeeding to the business of the Trust
Administrator, shall be the successor of the Trust Administrator hereunder,
provided that such corporation or other entity shall be eligible under the
provisions of Section 9.06 hereof, without the execution or filing of any
paper or further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding.

Section 9.10. [Reserved].

Section 9.11. Tax Matters.

          It is intended that the assets with respect to which each REMIC
election is to be made, as set forth in the Preliminary Statement, shall
constitute, and that the conduct of matters relating to such assets shall be
such as to qualify such assets as, a "real estate mortgage investment conduit"
as defined in and in accordance with the REMIC Provisions. In furtherance of
such intention, the Master Servicer covenants and agrees that it shall act as
agent (and the Master Servicer is hereby appointed to act as agent) on behalf
of each REMIC and that in such capacity it shall:

     (a) prepare, submit to the Trustee for execution, and file, or cause to
be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage
Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form
adopted by the Internal Revenue Service) and prepare and file or cause to be
prepared and filed with the Internal Revenue Service and applicable state or
local tax authorities income tax or information returns for each taxable year
with respect to such REMIC, containing such information and at the times and
in the manner as may be required by the Code or state or local tax laws,
regulations, or rules, and furnish or cause


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to be furnished to Certificateholders the schedules, statements or information
at such times and in such manner as may be required thereby, including without
limitation, the calculation of any original issue discount using the
prepayment assumption identified in the Prospectus Supplement;

     (b) apply for an Employee Identification Number from the Internal Revenue
Service via Form SS 4 or other acceptable method for such REMIC and within
thirty days of the Closing Date, furnish or cause to be furnished to the
Internal Revenue Service, on Form 8811 or as otherwise may be required by the
Code, the name, title, address, and telephone number of the person that the
holders of the Certificates may contact for tax information relating thereto,
together with such additional information as may be required by such Form, and
update such information at the time or times in the manner required by the
Code;

     (c) make or cause to be made elections that such assets be treated as a
REMIC on the federal tax return for its first taxable year (and, if necessary,
under applicable state law);

     (d) provide information necessary for the computation of tax imposed on
the transfer of a Residual Certificate to a Person that is not a Permitted
Transferee described in clauses (i) (iv) of the definition thereof, or an
agent (including a broker, nominee or other middleman) of a non Permitted
Transferee (the reasonable cost of computing and furnishing such information
may be charged to the Person liable for such tax);

     (e) to the extent that they are under its control, conduct matters
relating to such assets at all times that any Certificates are outstanding so
as to maintain the status as a REMIC under the REMIC Provisions;

     (f) not knowingly or intentionally take any action or omit to take any
action that would cause the termination of the REMIC status;

     (g) not permit the creation of any interests in such REMIC other than the
Certificates;

     (h) not receive any amount representing a fee or other compensation for
services (except as otherwise permitted by this Agreement);

     (i) receive any income attributable to any asset which is neither a
"qualified mortgage" nor a "permitted investment" within the meaning of the
REMIC Provisions;

     (j) not receive any contributions to such REMIC after the Startup Day
that would be subject to tax under Section 860G(d) of the Code;

     (k) not dispose of any assets of such REMIC at a gain if such disposition
would be a "prohibited transaction" within the meaning of Section 860F(a)(2)
of the Code;

     (l) pay, from the sources specified in the last paragraph of this Section
9.11, the amount of any federal or state tax, including prohibited transaction
taxes as described below, imposed on such REMIC prior to its termination when
and as the same shall be due and payable (but such obligation shall not
prevent the Master Servicer or any other appropriate Person from contesting
any such tax in appropriate proceedings and shall not prevent the Master
Servicer


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from causing the withholding of payment of such tax, if permitted by law,
pending the outcome of such proceedings);

     (m) ensure that federal, state or local income tax or information returns
shall be signed by the Trustee or such other Person as may be required to sign
such returns by the Code or state or local laws, regulations or rules; and

     (n) maintain records relating to such REMIC, including but not limited to
the income, expenses, assets and liabilities thereof and the adjusted basis of
the assets determined at such intervals as may be required by the Code, as may
be necessary to prepare the foregoing returns, schedules, statements or
information.

          The holder of the largest percentage interest in the Class R
Certificates shall act as Tax Matters Person for each remaining REMIC, in each
case, within the meaning of Treasury Regulations Section 1.860F 4(d). The
Master Servicer is hereby designated as agent of such Certificateholder for
such purpose (or if the Master Servicer is not so permitted, such Holder shall
be the Tax Matters Person in accordance with the REMIC Provisions). In such
capacity, the Master Servicer shall, as and when necessary and appropriate,
represent the related REMIC in any administrative or judicial proceedings
relating to an examination or audit by any governmental taxing authority,
request an administrative adjustment as to any taxable year of such REMIC,
enter into settlement agreements with any governmental taxing agency, extend
any statute of limitations relating to any tax item of such REMIC, and
otherwise act on behalf of such REMIC in relation to any tax matter or
controversy involving it.

          For federal income tax purposes, the Trust Administrator shall treat
the Holders of Certificates (other than the Class P, Class C and Class R
Certificates) (the "Carryover Certificates") as having entered into a notional
principal contract with respect to the Holders of the Class C Certificates.
Pursuant to each such notional principal contract, the Holder of the Class C
Certificates shall be treated as having agreed to pay any interest on a
Carryover Certificate to the extent such interest reflects an interest rate
greater than the REMIC Maximum Rate, including any Net Rate Carryover, in
accordance with the terms of this Agreement. Any payments to the Certificates
from amounts deemed received in respect of this notional principal contract
shall not be payments with respect to a regular interest in a REMIC within the
meaning of Code Section 860G(a)(1). Thus, each Carryover Certificate shall be
treated as representing not only ownership of regular interests in the Master
REMIC, but also ownership of an interest in (and with respect to the Class C
Certificate, an obligation with respect to) a notional principal contract. For
federal income tax purposes, the Trust Administrator shall treat such notional
principal contract as having a value of $10,000 as of the Closing Date.

          In order to enable the Master Servicer to perform its duties as set
forth herein, the Depositor shall provide, or cause to be provided, to the
Master Servicer within ten (10) days after the Closing Date all information or
data that the Master Servicer requests in writing and determines to be
relevant for tax purposes to the valuations and offering prices of the
Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of the Certificates and the Mortgage
Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly
upon written request therefor, any such additional information or data that
the Master Servicer may, from time to time, reasonably request in order to
enable the


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Master Servicer to perform its duties as set forth herein. The Depositor
hereby indemnifies the Master Servicer for any losses, liabilities, damages,
claims or expenses of the Master Servicer arising from any errors or
miscalculations of the Master Servicer that result from any failure of the
Depositor to provide, or to cause to be provided, accurate information or data
to the Master Servicer on a timely basis.

          In the event that any tax is imposed on "prohibited transactions" of
any REMIC as defined in Section 860F(a)(2) of the Code, on the "net income
from foreclosure property" of such REMIC as defined in Section 860G(c) of the
Code, on any contribution to such REMIC after the Startup Day pursuant to
Section 860G(d) of the Code, or any other tax is imposed, if not paid as
otherwise provided for herein, such tax shall be paid by (i) the Master
Servicer, the Trustee or the Trust Administrator, respectively, if any such
other tax arises out of or results from a breach by the Master Servicer, the
Trustee or the Trust Administrator, respectively, of any of its obligations
under this Agreement, (ii) the Transferor, if any such tax arises out of or
results from the Transferor's obligation to repurchase a Mortgage Loan
pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event
that the Trustee, the Trust Administrator, the Master Servicer or the
Transferor fails to honor its obligations under the preceding clause (i), (ii)
or (iii), any such tax will be paid with amounts otherwise to be distributed
to the Certificateholders, as provided in Section 3.10(b).

          The Trustee shall treat the Carryover Reserve Fund as an outside
reserve fund within the meaning of Treasury Regulation 1.860G-2(h) which is
not an asset of any REMIC created hereunder. The Carryover Reserve Fund shall
be treated as owned by the Class C Certificateholders. The rights of the
Holders of each Class of Certificates (other than the Class P and Class A-R
Certificates) to receive payments from, and the deemed obligations of such
Holders to make payments to, the Carryover Reserve Fund shall be treated as
rights and obligations with respect to the Holders of the Class C Certificates
in respect of any Net Rate Carryover distributed pursuant to Sections
4.04(a)(IV). Thus, the Certificates (other than the Class P and Class A-R
Certificates), shall be treated as representing ownership of Master REMIC
regular interests coupled with contractual rights and obligations within the
meaning of Treasury Regulation 1.860G-2(i).

Section 9.12. Periodic Filing.

          The Master Servicer shall reasonably cooperate with the Depositor to
enable the Trust to satisfy its reporting requirements under the Exchange Act.

     (a) (i) Within 15 days after each Distribution Date (subject to permitted
extensions under the Exchange Act), the Trust Administrator shall prepare and
file on behalf of the Trust any Form 10-D required by the Exchange Act, in
form and substance as required by the Exchange Act. The Trust Administrator
shall file each Form 10-D with a copy of the related Distribution Date
Statement attached thereto. Any disclosure in addition to the Distribution
Date Statement that is required to be included on Form 10-D ("Additional Form
10-D Disclosure") shall be reported by the parties set forth on Exhibit T
hereto to the Depositor and the Trust Administrator and be directed and
approved by and at the direction of the Depositor pursuant to the following
paragraph, and the Trust Administrator will have no duty or liability for any
failure


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hereunder to determine or prepare any Additional Form 10-D Disclosure, except
to the extent of its obligations set forth in the next paragraph.

          (ii) For so long as the Trust is subject to the Exchange Act
     reporting requirements, within 5 calendar days after the related
     Distribution Date, (i) certain parties set forth on Exhibit T shall be
     required to provide to the Trust Administrator and the Depositor, to the
     extent known by a responsible officer thereof, in EDGAR-compatible
     format, or in such other format as agreed upon by the Trust Administrator
     and such party, the form and substance of any Additional Form 10-D
     Disclosure, if applicable, together with an Additional Disclosure
     Notification and (ii) the Depositor will approve, as to form and
     substance, or disapprove, as the case may be, the inclusion of the
     Additional Form 10-D Disclosure on Form 10-D. Wells Fargo, in its
     capacity as the Trust Administrator only, has no duty under this
     Agreement to monitor or enforce the performance by the parties listed on
     Exhibit T of their duties under this paragraph or proactively solicit or
     procure from such parties any Additional Form 10-D Disclosure
     information. The Depositor will be responsible for any reasonable fees
     and expenses assessed or incurred by the Trust Administrator in
     connection with including any Additional Form 10-D Disclosure on Form
     10-D pursuant to this paragraph.

          (iii) After preparing the Form 10-D, the Trust Administrator shall
     use reasonable best efforts to forward electronically a copy of the Form
     10-D to the Depositor and the Master Servicer for review no later than 10
     calendar days after the related Distribution Date; provided, the Trust
     Administrator shall only be required to forward such Form 10-D to the
     Depositor, where such Form 10-D contains Additional Form 10-D Disclosure.
     No later than the 12th calendar day after the Distribution Date, the
     Depositor shall notify the Trust Administrator in writing (which may be
     furnished electronically) of any changes to or approval of such Form
     10-D. In the absence of receipt of any written changes or approval, the
     Trust Administrator shall be entitled to assume that such Form 10-D is in
     final form and the Trust Administrator may proceed with the process for
     execution and filing of the Form 10-D. A duly authorized representative
     of the Master Servicer shall sign each Form 10-D. If a Form 10-D cannot
     be filed on time or if a previously filed Form 10-D needs to be amended,
     the Trust Administrator will follow the procedures set forth in Section
     9.12(d)(ii). Promptly (but no later than one Business Day) after filing
     with the Commission, the Trust Administrator will make available on its
     internet website a final executed copy of each Form 10-D filed by the
     Trust Administrator. Each party to this Agreement acknowledges that the
     performance by the Trust Administrator of its duties under this Section
     9.12 related to the timely preparation, execution and filing of Form 10-D
     is contingent upon such parties strictly observing all applicable
     deadlines in the performance of their duties under this Section 9.12. The
     Depositor acknowledges that the timely performance by the Master Servicer
     and the Trust Administrator of its duties under this Section 9.12(a)
     related to the timely preparation, execution and filing of Form 10-D is
     also contingent upon the Servicer, the Custodian and any Servicing
     Function Participant strictly observing deadlines no later than those set
     forth in this paragraph that are applicable to the parties to this
     Agreement in the delivery to the Trust Administrator of any necessary
     Additional Form 10-D Disclosure pursuant to the Servicing Agreement, the
     Custodial Agreement or any other applicable agreement. Neither the Master
     Servicer nor the Trust Administrator shall have


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     any liability for any loss, expense, damage or claim arising out of or
     with respect to any failure to properly prepare, execute and/or timely
     file such Form 10-D, where such failure results from the Trust
     Administrator's inability or failure to obtain or receive, on a timely
     basis, any information from any other party hereto or any Servicer,
     Custodian or Servicing Function Participant needed to prepare, arrange
     for execution or file such Form 10-D, not resulting from its own
     negligence, bad faith or willful misconduct.

          (iv) Form 10-D requires the registrant to indicate (by checking
     "yes" or "no") that it "(1) has filed all reports required to be filed by
     Section 13 or 15(d) of the Exchange Act during the preceding 12 months
     (or for such shorter period that the registrant was required to file such
     reports), and (2) has been subject to such filing requirements for the
     past 90 days." The Depositor hereby instructs the Trust Administrator,
     with respect to each Form 10-D, to check "yes" for each item unless the
     Trust Administrator has received timely prior written notice from the
     Depositor that the answer should be "no" for an item.

     (b) (i) On or before the 90th day after the end of each fiscal year of
the Trust or such earlier date as may be required by the Exchange Act (the
"10-K Filing Deadline") (it being understood that the fiscal year for the
Trust ends on December 31st of each year), commencing in March 2008, the Trust
Administrator shall prepare and file on behalf of the Trust a Form 10-K, in
form and substance as required by the Exchange Act. Each such Form 10-K shall
include the following items, in each case to the extent they have been
delivered to the Trust Administrator within the applicable time frames set
forth in this Agreement and the Servicing Agreement, (A) an annual compliance
statement for the Servicer, the Master Servicer, the Trust Administrator and
any Servicing Function Participant engaged by any such party (each, together
with the Custodian, a "Reporting Servicer") as described under Section 3.21 of
this Agreement and the under the Servicing Agreement, provided, however, that
the Trust Administrator may omit from the Form 10-K any annual compliance
statement that the Trust Administrator and the Depositor agree is not required
to be filed with such Form 10-K pursuant to Regulation AB; (B)(I) each annual
Assessment of Compliance with Servicing Criteria for each Reporting Servicer,
as described under Section 3.22(a) of this Agreement and the Servicing
Agreement, and (II) if any Reporting Servicer's Assessment of Compliance with
Servicing Criteria identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any Reporting
Servicer's Assessment of Compliance with Servicing Criteria is not included as
an exhibit to such Form 10-K, disclosure that such report is not included and
an explanation why such report is not included, provided, however, that the
Trust Administrator may omit from the Form 10-K any Assessment of Compliance
or Accountant's Attestation described in clause (C) below that the Trust
Administrator and the Depositor agree is not required to be filed with such
Form 10-K pursuant to Regulation AB; (C)(I) the Accountant's Attestation for
each Reporting Servicer, as described under Section 3.22(b) of this Agreement,
or the applicable section of the Servicing Agreement, and (II) if any
Accountant's Attestation identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any such
Accountant's Attestation is not included as an exhibit to such Form 10-K,
disclosure that such Accountant's Attestation is not included and an
explanation why such Accountant's Attestation is not included, and (D) a
Sarbanes-Oxley Certification as described in Section 9.12(b)(iv). Any
disclosure or information in addition to (A) through (D) above that is
required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall
be reported by the parties set forth on Exhibit U hereto to the Depositor and
the Trust Administrator and be directed and approved by


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the Depositor pursuant to the following paragraph, and the Trust Administrator
will have no duty or liability for any failure hereunder to determine or
prepare any Additional Form 10-K Disclosure, except to the extent of its
obligations as set forth in the next paragraph.

          (ii) For so long as the Trust is subject to the Exchange Act
     reporting requirements, no later than March 10 (with a 5 calendar day
     cure period, but in no event later than March 15th) of each year,
     commencing in 2008, (A) certain parties set forth on Exhibit U shall be
     required to provide to the Trust Administrator and to the Depositor, to
     the extent known by a responsible officer thereof, in EDGAR-compatible
     format, or in such other format as agreed upon by the Trust Administrator
     and such party, the form and substance of any Additional Form 10-K
     Disclosure as set forth on Exhibit U, if applicable, together with an
     Additional Disclosure Notification and (B) the Depositor will approve, as
     to form and substance, or disapprove, as the case may be, the inclusion
     of the Additional Form 10-K Disclosure on Form 10-K. Wells Fargo, in its
     capacity as the Trust Administrator only, has no duty under this
     Agreement to monitor or enforce the performance by the parties listed on
     Exhibit U of their duties under this paragraph or proactively solicit or
     procure from such parties any Additional Form 10-K Disclosure
     information. The Depositor will be responsible for any reasonable fees
     and expenses assessed or incurred by the Trust Administrator in
     connection with including any Additional Form 10-K Disclosure on Form
     10-K pursuant to this paragraph. In order to allow the parties to comply
     with the requirements of this section, on or before March 1 of each year
     that the Trust is subject to the Exchange Act reporting requirements,
     commencing in 2008, the Depositor will provide all parties to the Pooling
     and Servicing Agreement with a list of (i) each servicer contemplated
     under ss.1108 of Regulation AB, (ii) the Trustee, (iii) each originator
     contemplated by ss.1110 of Regulation AB, (iv) significant obligor
     contemplated by ss.1112 of Regulation AB, (v) enhancement or support
     provider contemplated under ss.ss.1114 or 1115 or Regulation AB and (vi)
     any other material parties related to the Trust contemplated by
     ss.1101(d)(1) of Regulation AB.

          (iii) After preparing the Form 10-K, the Trust Administrator shall
     use reasonable best efforts to forward electronically a copy of the Form
     10-K to the Depositor no later than March 23rd of the related year. The
     Depositor shall use reasonable best efforts to notify the Trust
     Administrator in writing (which may be furnished electronically) of any
     changes to or approval of such Form 10-K no later than March 25th of the
     related year. In the absence of receipt of any written changes or
     approval, the Trust Administrator shall be entitled to assume that such
     Form 10-K is in final form and the Trust Administrator may proceed with
     the process for execution and filing of the Form 10-K. A senior officer
     of the Master Servicer in charge of the master servicing function shall
     sign the Form 10-K. If a Form 10-K cannot be filed on time or if a
     previously filed Form 10-K needs to be amended, the Trust Administrator
     will follow the procedures set forth in Section 9.12(d)(ii). Form 10-K
     requires the registrant to indicate (by checking "yes" or "no") that it
     "(1) has filed all reports required to be filed by Section 13 or 15(d) of
     the Exchange Act during the preceding 12 months (or for such shorter
     period that the registrant was required to file such reports), and (2)
     has been subject to such filing requirements for the past 90 days." The
     Depositor hereby represents to the Trust Administrator that the Depositor
     has filed all such required reports during the preceding 12 months and
     that has been subject to such filing requirement for the past 90


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     days. The Depositor shall notify the Trust Administrator in writing, no
     later than March 15th with respect to the filing of a report on Form
     10-K, if the answer to either question should be "no." The Trust
     Administrator shall be entitled to rely on such representations in
     preparing, executing and/or filing any such report. Promptly (but no
     later than 1 Business Day) after filing with the Commission, the Trust
     Administrator will make available on its internet website a final
     executed copy of each Form 10-K filed by the Trust Administrator. The
     parties to this Agreement acknowledge that the performance by each of the
     Master Servicer and Trust Administrator of its duties under this Section
     9.12(b) related to the timely preparation, execution and filing of Form
     10-K is contingent upon such parties strictly observing all applicable
     deadlines in the performance of their duties under this Section 9.12(b),
     Section 3.21, Section 3.22(a) and Section 3.22(b). The Depositor
     acknowledges that the timely performance by the Master Servicer and the
     Trust Administrator of its duties under this Section 9.12(b) related to
     the timely preparation, execution and filing of Form 10-K is also
     contingent upon the Servicer, the Custodian and any Servicing Function
     Participant strictly observing deadlines no later than those set forth in
     this paragraph that are applicable to the parties to this Agreement in
     the delivery to the Trust Administrator of any necessary Additional Form
     10-K Disclosure, any annual statement of compliance and any assessment of
     compliance and attestation pursuant to the Servicing Agreement or any
     other applicable agreement. Neither the Master Servicer nor the Trust
     Administrator shall have any liability for any loss, expense, damage or
     claim arising out of or with respect to any failure to properly prepare,
     execute and/or timely file such Form 10-K, where such failure results
     from the Trust Administrator's inability or failure to obtain or receive,
     on a timely basis, any information from any other party hereto needed to
     prepare, arrange for execution or file such Form 10-K, not resulting from
     its own negligence, bad faith or willful misconduct.

          (iv) Each Form 10-K shall include the "Sarbanes-Oxley
     Certification", exactly as set forth in Exhibit N attached hereto,
     required to be included therewith pursuant to the Sarbanes-Oxley Act. The
     Depositor, the Master Service and the Trust Administrator shall provide,
     and each such party shall cause any Servicing Function Participant
     engaged by it to provide, to the Person who signs the Sarbanes-Oxley
     Certification (the "Certifying Person"), by March 10 (with a 5 calendar
     day cure period) of each year in which the Trust is subject to the
     reporting requirements of the Exchange Act and otherwise within a
     reasonable period of time upon request, a certification (each, a "Back-Up
     Certification"), in the form attached hereto as Exhibit U, upon which the
     Certifying Person, the entity for which the Certifying Person acts as an
     officer, and such entity's officers, directors and Affiliates
     (collectively with the Certifying Person, "Certification Parties") can
     reasonably rely. The senior officer of the Master Servicer in charge of
     the master servicing function shall serve as the Certifying Person on
     behalf of the Trust. Such officer of the Certifying Person can be
     contacted by e-mail at cts.sec.notifications@wellsfargo.com or by
     facsimile at 410-715-2380. In the event any such party or any Servicing
     Function Participant engaged by the parties is terminated or resigns
     pursuant to the terms of this Agreement, or any other applicable
     agreement, as the case may be, such party shall provide a Back-Up
     Certification to the Certifying Person pursuant to this Section
     9.12(b)(iv) with respect to the period of time it was subject to this
     Agreement or any applicable sub-servicing agreement, as the case may be.


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          Notwithstanding the foregoing, (i) the Master Servicer and the Trust
Administrator shall not be required to deliver a Back-Up Certification to each
other if both are the same Person and the Master Servicer is the Certifying
Person and (ii) the Master Servicer shall not be obligated to sign the
Sarbanes-Oxley Certification in the event that it does not receive any Back-Up
Certification required to be furnished to it pursuant to this section or the
Servicing Agreement.

     (c) (i) Within four (4) Business Days after the occurrence of an event
requiring disclosure on Form 8 K (each such event, a "Reportable Event"), if
requested by the Depositor, and to the extent it receives the Form 8 K
Disclosure Information described below, the Trust Administrator shall prepare
and file on behalf of the Trust any Form 8 K, as required by the Exchange Act,
provided that the Depositor shall file the initial Form 8 K in connection with
the issuance of the Certificates. Any disclosure or information related to a
Reportable Event or that is otherwise required to be included on Form 8 K
other than the initial Form 8-K ("Form 8 K Disclosure Information") shall be
reported by the parties set forth on Exhibit S hereto to the Depositor and the
Trust Administrator and be directed and approved by the Depositor pursuant to
the following paragraph, and the Trust Administrator will have no duty or
liability for any failure hereunder to determine or prepare any Form 8 K
Disclosure Information or any Form 8 K, except to the extent of its
obligations set forth in the next paragraph.

          (ii) For so long as the Trust is subject to the Exchange Act
     reporting requirements, no later than the close of business (New York
     time) on the 2nd Business Day after the occurrence of a Reportable Event
     (i) the parties specified on Exhibit V shall be required to provide to
     the Trust Administrator and the Depositor, to the extent known by a
     responsible officer thereof, in EDGAR-compatible format, or in such other
     format as agreed upon by the Trust Administrator and such party, the form
     and substance of any Form 8 K Disclosure Information, if applicable,
     together with an Additional Disclosure Notification and (ii) the
     Depositor will approve, as to form and substance, or disapprove, as the
     case may be, the inclusion of the Form 8 K Disclosure Information on the
     Form 8 K. The Depositor will be responsible for any reasonable fees and
     expenses assessed or incurred by the Trust Administrator in connection
     with including any Form 8 K Disclosure Information on Form 8 K pursuant
     to this paragraph.

          (iii) After preparing the Form 8 K, the Trust Administrator shall
     use reasonable best efforts to forward electronically a copy of the Form
     8 K to the Depositor no later than Noon New York City time on the third
     Business Day after the Reportable Event. The Depositor shall use
     reasonable best efforts to notify the Trust Administrator in writing
     (which may be furnished electronically) of any changes to or approval of
     such Form 8-K no later than the close of business on the third Business
     Day after the Reportable Event. In the absence of receipt of any written
     changes or approval, the Trust Administrator shall be entitled to assume
     that such Form 8-K is in final form and the Trust Administrator may
     proceed with the process for execution and filing of the Form 8-K. A duly
     authorized representative of the Master Servicer shall sign each Form
     8-K. If a Form 8 K cannot be filed on time or if a previously filed Form
     8 K needs to be amended, the Trust Administrator will follow the
     procedures set forth in Section 9.12(d)(ii). Promptly (but no later than
     one Business Day) after filing with the Commission, the Trust
     Administrator will make available on its internet website a final



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     executed copy of each Form 8 K filed by it. The parties to this Agreement
     acknowledge that the performance by each of the Master Servicer and the
     Trust Administrator of its duties under this Section 9.12 related to the
     timely preparation, execution and filing of Form 8 K is contingent upon
     such parties strictly observing all applicable deadlines in the
     performance of their duties under this Section 9.12. The Depositor
     acknowledges that the timely performance by the Master Servicer and the
     Trust Administrator of its duties under this Section 9.12(c) related to
     the timely preparation, execution and filing of Form 8-K is also
     contingent upon the Servicer, the Custodian and any Servicing Function
     Participant strictly observing deadlines no later than those set forth in
     this paragraph that are applicable to the parties to this Agreement in
     the delivery to the Trust Administrator of any necessary Form 8-K
     Disclosure Information pursuant to the Servicing Agreement or any other
     applicable agreement. Neither the Master Servicer nor the Trust
     Administrator shall have any liability for any loss, expense, damage,
     claim arising out of or with respect to any failure to properly prepare,
     execute and/or timely file such Form 8 K, where such failure results from
     the Trust Administrator's inability or failure to obtain or receive, on a
     timely basis, any information from any other party hereto or any
     Servicer, Custodian or Servicing Function Participant needed to prepare,
     arrange for execution or file such Form 8 K, not resulting from its own
     negligence, bad faith or willful misconduct.

     (d) (i) On or prior to January 30 of the first year in which the Trust
Administrator is able to do so under applicable law, the Trust Administrator
shall prepare and file a Form 15 Suspension Notification relating to the
automatic suspension of reporting in respect of the Trust under the Exchange
Act.

          (ii) In the event that the Trust Administrator is unable to timely
     file with the Commission all or any required portion of any Form 8 K,
     Form 10-D or Form 10-K required to be filed by this Agreement because
     required disclosure information was either not delivered to it or
     delivered to it after the delivery deadlines set forth in this Agreement
     or for any other reason, the Trust Administrator will promptly notify the
     Depositor. In the case of Form 10-D and Form 10-K, the parties to this
     Agreement will cooperate to prepare and file a Form 12b-25 and a Form
     10-D/A and Form 10-K/A as applicable, pursuant to Rule 12b-25 of the
     Exchange Act. In the case of Form 8 K, the Trust Administrator will, upon
     receipt of all required Form 8 K Disclosure Information and upon the
     approval and direction of the Depositor, include such disclosure
     information on the next Form 10-D. In the event that any previously filed
     Form 8 K, Form 10-D or Form 10-K needs to be amended in connection with
     any Additional Form 10-D Disclosure (other than, in the case of Form
     10-D, for the purpose of restating any Distribution Date Statement),
     Additional Form 10-K Disclosure or Form 8-K Disclosure Information, the
     Trust Administrator will electronically notify the Depositor and such
     other parties to the transaction as are affected by such amendment, and
     such parties will cooperate to prepare any necessary 8 K/A, Form 10-D/A
     or Form 10-K/A; provided, the Trust Administrator will only be required
     to notify the Depositor of an amendment to any Form 10-D where such
     amendment contains Additional Form 10-D Disclosure. Any Form 15, Form
     12b-25 or any amendment to Form 8 K, Form 10-D or Form 10-K shall be
     signed by a duly authorized officer (or in the case of a Form 10-K a
     senior officer) of the Master Servicer. The parties to this Agreement
     acknowledge that the performance by


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     each of the Master Servicer and Trust Administrator of its duties under
     this Section 9.12(d) related to the timely preparation, execution and
     filing of Form 15, a Form 12b-25 or any amendment to Form 8 K, Form 10-D
     or Form 10-K is contingent upon each such party performing its duties
     under this Section. Neither the Master Servicer nor the Trust
     Administrator shall have any liability for any loss, expense, damage,
     claim arising out of or with respect to any failure to properly prepare,
     execute and/or timely file any such Form 15, Form 12b-25 or any amendment
     to Forms 8 K, Form 10-D or Form 10-K, where such failure results from the
     Trust Administrator's inability or failure to obtain or receive, on a
     timely basis, any information from any other party hereto or any
     servicer, the Custodian, or any Servicing Function Participant needed to
     prepare, arrange for execution or file such Form 15, Form 12b-25 or any
     amendment to Forms 8 K, Form 10-D or Form 10-K, not resulting from its
     own negligence, bad faith or willful misconduct.

                                   ARTICLE X

                                  TERMINATION

Section 10.01. Termination upon Liquidation or Purchase of Mortgage Loans

     (a) Subject to Section 10.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer,
the Transferor, the Trustee and the Trust Administrator (other than the
indemnification obligations of the Master Servicer pursuant to Section 6.03
and the obligation of the Master Servicer to make remittances to the Trust
Administrator and of the Trust Administrator to make payments in respect of
the Classes of Certificates and to the Class A-7A Certificate Insurer as
hereinafter set forth) shall terminate upon payment to the Certificateholders
and the Class A-7A Certificate Insurer of all amounts required to be
distributed to them and the deposit of all amounts held by or on behalf of the
Trust Administrator and required hereunder to be so paid or deposited on the
Distribution Date coinciding with or following the earlier to occur of (i) the
purchase by the Auction Purchaser (as defined below) or the Master Servicer on
a servicing retained basis of all Mortgage Loans and each REO Property
remaining in the Subsidiary REMIC (the "Trust Collateral") and (ii) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Subsidiary REMIC; provided,
however, that in no event shall the trust created hereby continue beyond the
earlier of (a) the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James, living on the date hereof or (b) the Latest
Possible Maturity Date as defined in the Preliminary Statement.

     (b) On any date on which the aggregate Principal Balance of the Mortgage
Loans and each REO Property remaining in the Trust Fund on such date is
reduced to less than 10% of the aggregate Principal Balance of the Mortgage
Loans as of the Cut-off Date (any such date, an "Auction Date"), the Auction
Initiator may direct the Trust Administrator to solicit bids for the Trust
Collateral from at least three entities, at least two of which are regular
purchasers and/or sellers in the secondary market of residential whole
mortgage loans similar to the Mortgage Loans. If the Trust Administrator
receives at least three bids for the Trust Collateral, and one of such bids is
equal to or greater than the Principal Balance of the Mortgage Loans and the
appraised value of any REO Properties, such appraisal to be conducted by an
Independent


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appraiser mutually agreed upon by the Master Servicer, the Class A-7A
Certificate Insurer and the Trust Administrator in their reasonable
discretion, plus accrued and unpaid interest thereon at the weighted average
of the Mortgage Rates through the end of the Due Period preceding the final
Distribution Date, plus Servicing Advances, any unpaid Servicing Fees
allocable to such Mortgage Loans and REO Properties, any accrued and unpaid
Net Rate Carryover then remaining unpaid or which is due to the exercise of
such option (collectively, the "Par Value"), the Trust Administrator shall
sell the Trust Collateral to the highest bidder (the "Auction Purchaser") at
the price offered by the Auction Purchaser (the "Auction Sale Price");
provided, however, such Auction Sale may only occur (i) if the Auction Sale
Price is sufficient to pay (A) all interest accrued on, as well as amounts
necessary to retire the principal balance of, each class of notes issued
pursuant to the Indenture and any remaining amounts owed to the trustee under
the Indenture and the NIMS Insurer on the date such notes are retired and (B)
any remaining amounts owed to the Class A-7A Certificate Insurer, the Master
Servicer and the Trust Administrator, including without limitation the costs
incurred by the Trust Administrator in conducting such auction and any
previous auction, (ii) if the fair market value of the Mortgage Loans and REO
Properties determined as described above is at least equal to the Principal
Balance of the Mortgage Loans (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or
advanced, and unscheduled collections of principal received during the related
Prepayment Period) and the appraised value of the REO Properties and (iii)
with the consent of the Class A-7A Certificate Insurer if a payment would be
required under either Class A-7A Certificate Insurance Policy or if amounts
due to the Class A-7A Certificate Insurer would remain unreimbursed. If the
Trust Administrator receives less than three bids, or does not receive any bid
that is equal to or greater than the Par Value, the Auction Initiator may
direct the Trust Administrator, on each six-month anniversary of the initial
Auction Date on which the Mortgage Loans remain outstanding, to repeat these
auction procedures until the date on which the Trust Administrator receives a
bid that is equal to or greater than the Par Value, and sells the Trust
Collateral to the Auction Purchaser at the Auction Sale Price and the
conditions described in the proviso in the immediately preceding sentence are
satisfied. The Trust Administrator shall give notice to the Rating Agencies,
the Class A-7A Certificate Insurer and the Servicer of the sale of the Trust
Collateral pursuant to this Section 10.01 (an "Auction Sale") and of the
Auction Date.

     (c) If a Majority in Interest of the Class C Certificateholders, as
Auction Initiator, has not exercised its rights pursuant to Section 10.01(b)
to initiate an auction of the Mortgage Loans on any Auction Date, the Master
Servicer shall have the right to purchase the Trust Collateral no later than
the Determination Date in the month immediately preceding the month in which
occurs the Distribution Date on which the Certificates will be retired;
provided, however, that the Master Servicer may elect to purchase the Trust
Collateral only if the aggregate Principal Balance of the Mortgage Loans and
each REO Property remaining in the Trust Fund at the time of such election is
reduced to less than 10% of the aggregate Principal Balance of the Mortgage
Loans as of the Cut-off Date.

          Subject to Section 3.10 hereof, the purchase by the Master Servicer
of all Mortgage Loans and each REO Property remaining in the Subsidiary REMIC
shall be at a price (the "Termination Price") equal to the greater of (i) the
Principal Balance of the Mortgage Loans and the appraised value of any REO
Properties, such appraisal to be conducted by an Independent appraiser
mutually agreed upon by the Master Servicer and the Trust Administrator


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in their reasonable discretion and (ii) the fair market value of all of the
assets of the Subsidiary REMIC (as determined by the Master Servicer and the
Trust Administrator, as of the close of business on the third Business Day
next preceding the date upon which notice of any such termination is furnished
to Certificateholders pursuant to Section 10.01(d)) in each case, plus accrued
and unpaid interest thereon at the weighted average of the Mortgage Rates
through the end of the Due Period preceding the final Distribution Date, plus
Servicing Advances, any unpaid Servicing Fees allocable to such Mortgage Loans
and REO Properties and any accrued and unpaid Net Rate Carryover; provided,
however, such option may only be exercised (i) if the Termination Price is
sufficient to pay (A) all interest accrued on, as well as amounts necessary to
retire the principal balance of, each class of notes issued pursuant to the
Indenture and any remaining amounts owed to the trustee under the Indenture
and the NIMS Insurer on the date such notes are retired and (B) any remaining
amounts owed to the Class A-7A Certificate Insurer, (ii) if the fair market
value of the Mortgage Loans and REO Properties determined as described above
is at least equal to the Principal Balance of the Mortgage Loans (after giving
effect to scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and the appraised value of the
REO Properties and (iii) with the consent of the Class A-7A Certificate
Insurer if a payment would be required under the either Class A-7A Certificate
Insurance Policy or if amounts due to the Class A-7A Certificate Insurer would
remain unreimbursed.

          By acceptance of the Residual Certificates, the Holder of the
Residual Certificates agrees for so long as any notes insured by the NIMS
Insurer and secured by all or a portion of the Class C, Class P or Class R
Certificates are outstanding, in connection with any termination hereunder, to
assign and transfer any amounts in excess of par, and to the extent received
in respect of such termination, to pay any such amounts to the Holders of the
Class C Certificates.

     (d) Notice of the liquidation of the Certificates shall be given promptly
by the Trust Administrator by letter to the Certificateholders, the Class A-7A
Certificate Insurer, the NIMS Insurer and the Trustee mailed (a) in the event
such notice is given in connection with the purchase of the Mortgage Loans and
each REO Property by the Master Servicer, not earlier than the 10th day and
not later than the 20th day of the month next preceding the month of the final
distribution on the Certificates or (b) otherwise during the month of such
final distribution on or before the Determination Date in such month, in each
case specifying (i) the Distribution Date upon which the Trust Fund will
terminate and the final payment in respect of the Certificates will be made
upon presentation and surrender of the related Certificates at the office of
the Trust Administrator therein designated, (ii) the amount of any such final
payment, (iii) that no interest shall accrue in respect of the Subsidiary
REMIC Regular Interests or the Certificates from and after the Accrual Period
relating to the final Distribution Date therefor and (iv) that the Record Date
otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the
office of the Trust Administrator.

          In the event such notice is given in connection with the purchase of
all of the Mortgage Loans and each REO Property remaining in the Subsidiary
REMIC by the Master Servicer, the Master Servicer shall deliver to the Trust
Administrator for deposit in the Distribution Account not later than the last
Business Day of the month next preceding the month of the final distribution
on the Certificates an amount in immediately available funds equal to the



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Termination Price. The Trust Administrator shall remit to the Master Servicer
from such funds deposited in the Distribution Account (i) any amounts which
the Master Servicer would be permitted to withdraw and retain from the
Collection Account pursuant to Section 3.10 and (ii) any other amounts
otherwise payable by the Trust Administrator to the Master Servicer from
amounts on deposit in the Distribution Account pursuant to the terms of this
Agreement, in each case prior to making any final distributions pursuant to
Section 4.02. Upon certification to the Trust Administrator by the Master
Servicer of the making of such final deposit and of the delivery of the Class
A-7A Certificate Insurance Policy to the Class A-7A Certificate Insurer for
cancellation, the Trustee (or the Custodian on its behalf) shall promptly
release to the Master Servicer the Mortgage Files for the remaining Mortgage
Loans, and the Trustee (or, as applicable, the Custodian on its behalf) shall
execute all assignments, endorsements and other instruments necessary to
effectuate such transfer.

          In the event such notice is given in connection with the purchase of
the Trust Collateral by the Auction Purchaser, the Auction Purchaser shall
deliver to the Trust Administrator for deposit in the Distribution Account not
later than the last Business Day of the month next preceding the month of the
final distribution on the Certificates an amount in immediately available
funds equal to the Auction Sale Price. Upon the making of such final deposit
and certification to the Trust Administrator by the Auction Purchaser of the
delivery of the Class A-7A Certificate Insurance Policy to the Class A-7A
Certificate Insurer for cancellation, the Trust Administrator shall promptly
release to the Auction Purchaser the Mortgage Files for the remaining Mortgage
Loans, and the Trust Administrator shall execute all assignments, endorsements
and other instruments necessary to effectuate such transfer.

     (e) Upon presentation of the Certificates by the Certificateholders on
the final Distribution Date, the Trust Administrator shall distribute to each
Certificateholder so presenting and surrendering its Certificates the amount
otherwise distributable on such Distribution Date in accordance with Section
4.02 in respect of the Certificates so presented and surrendered. Any funds
not distributed to any Holder or Holders of Certificates being retired on such
Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held in trust and
credited to the account of the appropriate non-tendering Holder or Holders. If
any Certificates as to which notice has been given pursuant to this Section
10.01 shall not have been surrendered for cancellation within six months after
the time specified in such notice, the Trust Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their
Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Trust
Administrator shall, directly or through an agent, mail a final notice to the
remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining the funds in trust and of
contacting such Certificateholders shall be paid out of the assets remaining
in the Trust Fund. If within one year after the final notice any such
Certificates shall not have been surrendered for cancellation, the Trust
Administrator shall pay to UBS Securities LLC all such amounts, and all rights
of non-tendering Certificateholders in or to such amounts shall thereupon
cease hereunder, under the related Certificates and, if applicable, under the
Class A-7A Certificate Insurance Policy. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust by the Trust
Administrator as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section
10.01.


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Any such amounts held in trust by the Trust Administrator shall be held in an
Eligible Account and the Trust Administrator may direct any depository
institution maintaining such account to invest the funds in one or more
Permitted Investments. All income and gain realized from the investment of
funds deposited in such accounts held in trust by the Trust Administrator
shall be for the benefit of the Trust Administrator; provided, however, that
the Trust Administrator shall deposit in such account the amount of any loss
of principal incurred in respect of any such Permitted Investment made with
funds in such accounts immediately upon the realization of such loss.

          Immediately following the deposit of funds in trust hereunder in
respect of the Certificates, the Trust Fund shall terminate.

Section 10.02. Additional Termination Requirements.

     (a) In the event that the Auction Purchaser or the Master Servicer
purchases the Trust Collateral, or the final payment on or other liquidation
of the last Mortgage Loan or REO Property remaining in the Subsidiary REMIC
occurs pursuant to Section 10.01, the Trust Fund shall be terminated in
accordance with the following additional requirements, unless the Trust
Administrator, the Class A-7A Certificate Insurer and the Master Servicer have
received an Opinion of Counsel, which Opinion of Counsel shall be at the
expense of the Master Servicer (or in connection with a termination resulting
from the final payment on or other liquidation of the last Mortgage Loan or
REO Property remaining in the Subsidiary REMIC, which Opinion of Counsel shall
be at the expense of the person seeking nonadherence to the following
additional requirements but which in no event shall be at the expense of the
Trust Fund or, unless it is the person seeking nonadherence to the following
additional requirements, the Servicer or the Trust Administrator), to the
effect that the failure of the Subsidiary REMIC to comply with such additional
requirements of this Section 10.02 will not (A) result in the imposition on
the Trust Fund of taxes on "prohibited transactions," as described in Section
860F of the Code, or (B) cause any REMIC formed hereby to fail to qualify as a
REMIC at any time that any Certificate is outstanding:

          (i) The Trust Administrator shall specify the first day in the
     90-day liquidation period in a statement attached to each REMIC's final
     Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall
     satisfy all requirements of a qualified liquidation under Section 860F of
     the Code and any regulations thereunder, as evidenced by an Opinion of
     Counsel obtained at the expense of the Master Servicer;

          (ii) If the Subsidiary REMIC is being terminated in connection with
     a purchase pursuant to Section 10.01(a)(i), during such 90-day
     liquidation period and at or prior to the time of making of the final
     payment on the Certificates, the Trust Administrator shall sell all of
     the assets of the Subsidiary REMIC to the Auction Purchaser or Master
     Servicer, as applicable, for cash; and

          (iii) At the time of the making of the final payment on the
     Certificates, the Trust Administrator shall distribute or credit, or
     cause to be distributed or credited, to the Holders of the Residual
     Certificates all cash on hand in the Trust Fund (other than cash retained
     to meet claims), and the Trust Fund shall terminate at that time.


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     (b) At the expense of the Master Servicer, the Depositor shall prepare or
cause to be prepared the documentation required in connection with the
adoption of a plan of liquidation of each REMIC pursuant to this Section
10.02.

     (c) By their acceptance of Certificates, the Holders thereof hereby agree
to authorize the Trust Administrator to specify the 90-day liquidation period
for each REMIC, which authorization shall be binding upon all successor
Certificateholders.

                                  ARTICLE XI

                           MISCELLANEOUS PROVISIONS

Section 11.01. Amendment.

          This Agreement may be amended from time to time by the Depositor,
the Transferor, the Master Servicer, the Trust Administrator and the Trustee,
with the consent of the NIMS Insurer and the Class A-7A Certificate Insurer
and without the consent of any of the Certificateholders (i) to cure any
ambiguity, (ii) to correct any provision herein or to supplement any provision
herein which may be inconsistent with any other provision herein, or (iii) to
add any other provisions with respect to matters or questions arising
hereunder; provided that any action pursuant to clause (iii) above shall not,
as evidenced by an Opinion of Counsel addressed to the Trust Administrator,
the Class A-7A Certificate Insurer and the NIMS Insurer (which Opinion of
Counsel shall be an expense of the party requesting the amendment, or if the
Trust Administrator requests the amendment, the Trust Fund), adversely affect
in any material respect the interests of any Certificateholder (determined
without regard to the Class A-7A Certificate Insurance Policy); provided,
however, that the amendment shall not be deemed to adversely affect in any
material respect the interests of the Certificateholders if the Person
requesting the amendment obtains a letter from each Rating Agency stating that
the amendment would not result in the downgrading or withdrawal of the
respective ratings then assigned to the Certificates (determined without
regard to the Class A-7A Certificate Insurance Policy); it being understood
and agreed that any such letter in and of itself will not represent a
determination as to the materiality of any such amendment and will represent a
determination only as to the credit issues affecting any such rating. The
Trust Administrator, the Trustee, the Depositor, the Transferor and the Master
Servicer also may at any time and from time to time amend this Agreement with
the consent of the NIMS Insurer and the Class A-7A Certificate Insurer and
without the consent of the Certificateholders to modify, eliminate or add to
any of its provisions to such extent as shall be necessary or helpful to (i)
maintain the qualification of any REMIC created under this Agreement as a
REMIC under the Code, (ii) avoid or minimize the risk of the imposition of any
tax on any REMIC pursuant to the Code that would be a claim at any time prior
to the final redemption of the Certificates or (iii) comply with any other
requirements of the Code, provided that the Trust Administrator, the NIMS
Insurer, the Class A-7A Certificate Insurer and the Master Servicer have been
provided an Opinion of Counsel addressed to the Trust Administrator, the NIMS
Insurer, the Class A-7A Certificate Insurer and the Master Servicer, which
opinion shall be an expense of the party requesting such opinion but in any
case shall not be an expense of the Trustee, the Trust Administrator, the
Master Servicer or the Trust Fund, to the effect that such action is necessary
or helpful to, as applicable, (i) maintain such qualification, (ii) avoid or
minimize the risk of the imposition of such a tax or (iii) comply with any
such requirements of


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the Code. In addition, this Agreement may be amended from time to time by the
Depositor, the Master Servicer, the Trust Administrator, the Transferor and
the Trustee without the consent of any of the Certificateholders to comply
with the provisions of Regulation AB.

          Section 9.12 of this Agreement may also be amended by the Depositor,
the Transferor, the Master Servicer, the Trust Administrator and the Trustee
with the consent of the NIMS Insurer and the Class A-7A Certificate Insurer
and without the consent of any of the Certificateholders, and without the need
for any Opinions of Counsel or Rating Agency confirmation, in the event that
new guidelines or procedures are issued by the Securities and Exchange
Commission with respect to the preparation and filing of the Form 10-K and the
Sarbanes-Oxley Certification required to be attached thereto as referenced in
Section 9.12(b)(iv).

          This Agreement may also be amended from time to time by the
Depositor, the Transferor, the Master Servicer, the Trust Administrator and
the Trustee with the consent of the NIMS Insurer, the Class A-7A Certificate
Insurer, and the Holders of a Majority in Interest of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates;
provided, however, that no such amendment shall (i) reduce in any manner the
amount of, or delay the timing of, payments required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates in a manner other than as described in the preceding
clause (i), without the consent of the Holders of Certificates of such Class
evidencing, as to such Class, Percentage Interests aggregating 66% or (iii)
reduce the aforesaid percentages of Certificates the Holders of which are
required to consent to any such amendment, without the consent of the Holders
of all such Certificates then outstanding.

          Notwithstanding any contrary provision of this Agreement, the
Trustee, the NIMS Insurer and the Trust Administrator shall not consent to any
amendment to this Agreement (other than pursuant to the second preceding
paragraph) unless it shall have first received an Opinion of Counsel addressed
to the Trustee, the NIMS Insurer, the Class A-7A Certificate Insurer and the
Trust Administrator, which opinion shall not be an expense of the Trustee, the
Trust Administrator, the Class A-7A Certificate Insurer or the Trust Fund, to
the effect that such amendment is permitted hereunder and will not cause the
imposition of any tax under the REMIC Provisions on any REMIC or the
Certificateholders or cause any REMIC created under this Agreement to fail to
qualify as a REMIC at any time that any Certificates are outstanding.

          Promptly after the execution of any amendment to this Agreement
requiring the consent of Certificateholders, the Trust Administrator shall
furnish written notification of the substance or a copy of such amendment to
each Certificateholder, the Class A-7A Certificate Insurer, the NIMS Insurer
and each Rating Agency.

          It shall not be necessary for the consent of Certificateholders
under this Section to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject
to such reasonable regulations as the Trust Administrator may prescribe.


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          Nothing in this Agreement shall require the Trustee or the Trust
Administrator to enter into an amendment without receiving an Opinion of
Counsel addressed to the Trust Administrator, the Class A-7A Certificate
Insurer and the Trustee (which Opinion shall not be an expense of the Trustee,
the Trust Administrator, the Class A-7A Certificate Insurer or the Trust
Fund), satisfactory to the Trust Administrator and the Class A-7A Certificate
Insurer that (i) such amendment is permitted and is not prohibited by this
Agreement and that all requirements for amending this Agreement have been
complied with; and (ii) either (A) the amendment does not adversely affect in
any material respect the interests of any Certificateholder or the Class A-7A
Certificate Insurer or (B) the conclusion set forth in the immediately
preceding clause (A) is not required to be reached pursuant to this Section
11.01. Notwithstanding anything to the contrary in this Section 11.01, the
Trustee, the Trust Administrator and the Master Servicer shall reasonably
cooperate with the Depositor and its counsel to enter into such amendments or
modifications to the Agreement as may be necessary to comply with Regulation
AB and any interpretation thereof by the Commission.

Section 11.02. Recordation of Agreement; Counterparts.

          This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate
public offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated,
and in any other appropriate public office or elsewhere, such recordation to
be effected by the Master Servicer at the expense of the Trust on direction by
the Trust Administrator (acting at the written direction of a Majority in
Interest of the Certificateholders), but only upon direction accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.

          For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one
and the same instrument.

Section 11.03. Governing Law.

          THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.

Section 11.04. Intention of Parties.

          It is the express intent of the parties hereto that the conveyance
of the Trust Fund by the Depositor to the Trustee be, and be construed as, an
absolute sale thereof to the Trustee. It is, further, not the intention of the
parties that such conveyance be deemed a pledge thereof by the Depositor to
the Trustee. However, in the event that, notwithstanding the intent of the
parties, such assets are held to be the property of the Depositor, or if for
any other reason this


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Agreement is held or deemed to create a security interest in such assets, then
(i) this Agreement shall be deemed to be a security agreement within the
meaning of the Uniform Commercial Code of the State of New York and (ii) the
conveyance provided for in this Agreement shall be deemed to be an assignment
and a grant by the Depositor to the Trustee, for the benefit of the
Certificateholders and the Class A-7A Certificate Insurer, of a security
interest in all of the assets that constitute the Trust Fund, whether now
owned or hereafter acquired.

          The Depositor for the benefit of the Certificateholders and the
Class A-7A Certificate Insurer shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Trust Fund, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the
term of the Agreement. The Depositor shall arrange for filing any Uniform
Commercial Code continuation statements in connection with any security
interest granted or assigned to the Trustee for the benefit of the
Certificateholders and the Class A-7A Certificate Insurer.

Section 11.05. Notices.

     (a) The Trust Administrator shall use its best efforts to promptly
provide notice to each Rating Agency and the Class A-7A Certificate Insurer
with respect to each of the following of which it has actual knowledge:

          (i) Any material change or amendment to this Agreement;

          (ii) The occurrence of any Master Servicer Event of Termination that
     has not been cured;

          (iii) The resignation or termination of the Master Servicer, the
     Trust Administrator, the NIMS Insurer or the Trustee and the appointment
     of any successor;

          (iv) The repurchase or substitution of Mortgage Loans pursuant to
     Section 2.03; and

          (v) The final payment to Certificateholders.

          In addition, the Master Servicer shall promptly furnish to each
Rating Agency and the Class A-7A Certificate Insurer copies of the following:

          (vi) Each annual statement as to compliance described in Section
     3.21;

          (vii) Each annual independent public accountants' servicing report
     described in Section 3.22; and

          (viii) Any notice of a purchase of a Mortgage Loan pursuant to
     Section 2.02 or 2.03.

     (b) All directions, demands and notices hereunder shall be in writing and
shall be deemed to have been duly given when delivered to (a) in the case of
the Depositor, Mortgage


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Asset Securitization Transactions, Inc., 1285 Avenue of the Americas, New
York, New York 10019, Attention: General Counsel, (b) in the case of the
Master Servicer, Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia,
Maryland 21045, Attention: Client Manager - TBW 2007-1, or such other address
as the Master Servicer may hereafter furnish to each other party to this
Agreement in writing, (c) in the case of the Trustee, the Corporate Trust
Office, or such other address as the Trustee may hereafter furnish to each
other party to this Agreement in writing, (d) in the case of the Transferor,
UBS Real Estate Securities Inc., 1285 Avenue of the Americas, New York, New
York 10019, Attention: General Counsel, (e) in the case of the Rating
Agencies, the address specified therefor in the definition corresponding to
the name of such Rating Agency, (f) in the case of the Trust Administrator,
the Corporate Trust Office, or such other address as the Trust Administrator
may hereafter furnish to each other party to this Agreement in writing and (g)
in the case of the Class A-7A Certificate Insurer, MBIA Insurance Corporation,
113 King Street, Armonk, NY 10504, Attention: Insured Portfolio Management -
Structured Finance (TBW 2007-1). Notices to Certificateholders shall be deemed
given when mailed, first class postage prepaid, to their respective addresses
appearing in the Certificate Register.

Section 11.06. Severability of Provisions.

          If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the Holders thereof.

Section 11.07. Assignment.

          Notwithstanding anything to the contrary contained herein, except as
provided in Section 6.02 and this Section 11.07, this Agreement may not be
assigned by the Master Servicer without the prior written consent of the
Trustee, the Class A-7A Certificate Insurer and Depositor.

Section 11.08. Limitation on Rights of Certificateholders.

          The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the trust created hereby, nor entitle such
Certificateholder's legal representative or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a petition or
winding up of the trust created hereby, or otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

          No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth or contained in the terms of the Certificates
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be
under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


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<PAGE>


          No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this
Agreement, unless such Holder previously shall have given to the Trustee or
the Trust Administrator a written notice of a Master Servicer Event of
Termination and of the continuance thereof, as herein provided, and unless the
Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates shall also have made written request to the
Trustee or the Trust Administrator to institute such action, suit or
proceeding in its own name as Trustee or Trust Administrator hereunder and
shall have offered to the Trust Administrator such reasonable indemnity as it
may require against the costs, expenses, and liabilities to be incurred
therein or thereby, and the Trustee or the Trust Administrator, for 60 days
after its receipt of such notice, request and offer of indemnity shall have
neglected or refused to institute any such action, suit or proceeding; it
being understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee or the
Trust Administrator, that no one or more Holders of Certificates shall have
any right in any manner whatever by virtue or by availing itself or themselves
of any provisions of this Agreement to affect, disturb or prejudice the rights
of the Holders of any other of the Certificates, or to obtain or seek to
obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.08, each and every Certificateholder and
the Trustee and the Trust Administrator shall be entitled to such relief as
can be given either at law or in equity.

Section 11.09. Inspection and Audit Rights.

          The Master Servicer agrees that, on reasonable prior notice, it will
permit and will cause the Servicer to permit any representative of the
Depositor, the Class A-7A Certificate Insurer or the Trustee during the Master
Servicer's or Servicer's, as the case may be, normal business hours, to
examine all the books of account, records, reports and other papers of the
Master Servicer or the Servicer, as the case may be, relating to the Mortgage
Loans, to make copies and extracts therefrom, to cause such books to be
audited by independent certified public accountants selected by the Depositor,
the Class A-7A Certificate Insurer or the Trustee and to discuss its affairs,
finances and accounts relating to the Mortgage Loans with its officers,
employees and independent public accountants (and by this provision the Master
Servicer or the Servicer, as the case may be, hereby authorize said
accountants to discuss with such representative such affairs, finances and
accounts), all at such reasonable times and as often as may be reasonably
requested. Any out-of pocket expense incident to the exercise by the Depositor
or the Trustee of any right under this Section 11.09 shall be borne by the
party requesting such inspection; all other such expenses shall be borne by
the Master Servicer or the Servicer.

Section 11.10. Certificates Nonassessable and Fully Paid.

          It is the intention of the Depositor that Certificateholders shall
not be personally liable for obligations of the Trust Fund, that the interests
in the Trust Fund represented by the Certificates shall be nonassessable for
any reason whatsoever, and that the Certificates, upon due


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authentication thereof by the Trust Administrator pursuant to this Agreement,
are and shall be deemed fully paid.

Section 11.11. Compliance With Regulation AB

          Each of the parties hereto acknowledges and agrees that the purpose
of Sections 3.21, 3.22 and 9.12 of this Agreement is to facilitate compliance
by the Transferor and the Depositor with the provisions of Regulation AB, as
such may be amended or clarified from time to time. Therefore, each of the
parties agrees that (a) the obligations of the parties hereunder shall be
interpreted in such a manner as to accomplish compliance with Regulation AB,
(b) the parties' obligations hereunder will be supplemented and modified as
necessary to be consistent with any such amendments, interpretive advice or
guidance, convention or consensus among active participants in the
asset-backed securities markets, advice of counsel, or otherwise in respect of
the requirements of Regulation AB and (c) the parties shall comply, to the
extent practicable from a timing and information systems perspective and at
the expense of the Depositor, with requests made by the Trust Administrator,
the Transferor or the Depositor for delivery of additional or different
information as the Trust Administrator, the Transferor or the Depositor may
determine in good faith is necessary to comply with the provisions of
Regulation AB.

Section 11.12. Third Party Rights.

          The NIMS Insurer and the Class A-7A Certificate Insurer shall each
be deemed a third-party beneficiary of this Agreement to the same extent as if
it were a party hereto, and shall have the right to enforce the provisions of
this Agreement.

                                 ARTICLE XII

               CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER

Section 12.01. Exercise of Voting Rights of Holder of the Insured
Certificates.

          For so long as there is no continuing default by the Class A-7A
Certificate Insurer in respect of its obligations under either Class A-7A
Certificate Insurance Policy (a "Class A-7A Certificate Insurer Default"),
each of the Depositor, the Master Servicer, the Trust Administrator, the
Transferor and the Trustee, and, by accepting its Insured Certificate, each
Holder of an Insured Certificate, agrees that the Class A-7A Certificate
Insurer shall have the right to exercise all Voting Rights of the Holders of
the Insured Certificates under this Agreement without any further consent of
the Holders of the Insured Certificates.

          In addition, each Holder of an Insured Certificate agrees that,
unless a Class A-7A Certificate Insurer Default has occurred and is
continuing, the Voting Rights of such Holder with respect to such Insured
Certificate may be exercised by such Holder only with the prior written
consent of the Class A-7A Certificate Insurer.

Section 12.02. Trustee and Trust Administrator to Act Solely with Consent of
Class A-7A Certificate Insurer.


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          Unless a Class A-7A Certificate Insurer Default has occurred and is
continuing, neither the Trustee nor the Trust Administrator shall undertake
any litigation pursuant to Section 8.02(a)(ix) at the request or direction of
the Certificateholders, without the prior written consent of the Class A-7A
Certificate Insurer (which consent shall not be unreasonably withheld or
delayed); provided, however, nothing contained herein shall prohibit or
prevent the Trustee and the Trust Administrator from defending itself or the
Trust Fund or taking any action related thereto.

Section 12.03. Trust Fund and Accounts Held for Benefit of Class A-7A
Certificate Insurer.

          The Trustee shall hold the Trust Fund and the Mortgage Files for the
benefit of the Certificateholders and the Class A-7A Certificate Insurer and
all references in this Agreement (including, without limitation, in Sections
2.01 and 2.02) and in the Certificates to the benefit of Holders of the
Certificates shall be deemed to include the Class A-7A Certificate Insurer.

          The Master Servicer hereby acknowledges and agrees that it shall
master service and administer the related Mortgage Loans and any REO
Properties, and the Trust Administrator hereby acknowledges and agrees that it
shall maintain the Distribution Account, for the benefit of the
Certificateholders and for the benefit of the Class A-7A Certificate Insurer,
and all references in this Agreement (including, without limitation, in
Section 3.01) to the benefit of or actions on behalf of the Certificateholders
shall be deemed to include the Class A-7A Certificate Insurer. Unless a Class
A-7A Certificate Insurer Default has occurred and is continuing, neither the
Master Servicer nor the Depositor shall undertake any litigation pursuant to
Section 6.03 (other than litigation to enforce their respective rights
hereunder or defend themselves against claims made against them) without the
prior consent of the Class A-7A Certificate Insurer (which consent shall not
be unreasonably withheld or delayed).

Section 12.04. Claims Upon the Class A-7A Certificate Insurance Policy; Policy
Payments Account.

     (a) If, at or before 12:00 p.m., New York time, on the third Business Day
prior to a Distribution Date, the Trust Administrator determines that the
Available Funds for such Distribution Date distributable to the Holders of the
Insured Certificates pursuant to Section 4.02 will be insufficient to pay the
Deficiency Amount (as defined in the applicable Class A-7A Certificate
Insurance Policy) for each Class of Insured Certificates on such Distribution
Date, the Trust Administrator shall determine the amount of any such
deficiency and shall give notice to the Class A-7A Certificate Insurer and the
Fiscal Agent (as defined in the applicable Class A-7A Certificate Insurance
Policy), if any, by telephone, electronic mail or telecopy of the amount of
such deficiency. Such notice of such deficiency shall be confirmed in writing
in the form set forth as Exhibit A to the Class A-7A Certificate Insurance
Policy, to the Class A-7A Certificate Insurer at or before 12:00 p.m. New York
time on the third Business Day prior to such Distribution Date and will be
accompanied by sufficient information such that the Class A-7A Certificate
Insurer can confirm the deficiency amount. Following Receipt (as defined in
Section 12.04(j) hereof) by the Class A-7A Certificate Insurer of such notice
in such form, the Class A-7A Certificate Insurer will pay any amount payable
under the Class A-7A Certificate Insurance Policy on the later to occur of (i)
12:00 noon New York time on the third Business Day


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following such receipt and (ii) 12:00 noon New York time on the Distribution
Date to which such claims relates, as provided in each Class A-7A Certificate
Insurance Policy.

     (b) The Trust Administrator is hereby appointed as agent for the Trustee
in connection with the receipt and distribution of all amounts required to be
paid by the Class A-7A Certificate Insurer under the Class A-7A Certificate
Insurance Policy and the providing of any notices required to be provided
thereunder. The Trust Administrator on behalf of the Trustee shall establish a
segregated non-interest bearing trust account for the benefit of Holders of
the Insured Certificates and the Class A-7A Certificate Insurer referred to
herein as the "Policy Payments Account" over which the Trust Administrator
shall have exclusive control and sole right of withdrawal. The Trust
Administrator shall deposit any amount paid under the Class A-7A Certificate
Insurance Policy in the Policy Payments Account and distribute such amount
only for purposes of payment to applicable Holders of Insured Certificates of
the Deficiency Amounts or any amount in respect of a Preference Amount (as
defined in the Class A-7A Certificate Insurance Policy) for which a claim
under the Class A-7A Certificate Insurance Policy was made, and such amount
may not be applied to satisfy any costs, expenses or liabilities of the Master
Servicer, the Trust Administrator, the Trustee, the Depositor, the Transferor,
the NIMS Insurer or the Trust Fund. Amounts paid under the Class A-7A
Certificate Insurance Policy shall be transferred to the Distribution Account
in accordance with the next succeeding paragraph and disbursed by the Trust
Administrator to Holders of the Insured Certificates entitled to such amounts
in accordance with Section 4.02 (or, in the case of an amount in respect of a
Preference Amount, to the related Holders of Insured Certificates as
contemplated in Section 12.04(e)). It shall not be necessary for such payments
to be made by checks or wire transfers separate from the checks or wire
transfers used to pay the other distributions to be made to such Holders
pursuant to Section 4.02. However, the amount of any payment of principal of
or interest on the Insured Certificates to be paid from funds transferred from
the Policy Payments Account shall be noted as provided in paragraph (d) below
in the Certificate Register and in the statement to be furnished to Holders of
the Insured Certificates pursuant to Section 4.04. Funds held in the Policy
Payments Account shall not be invested.

     (c) On any Distribution Date with respect to which a claim has been made
under the either Class A-7A Certificate Insurance Policy, the amount of any
funds received by the Trust Administrator on behalf of the Trustee as a result
of any claim under such Class A-7A Certificate Insurance Policy, to the extent
required to pay the Deficiency Amount on such Distribution Date, shall be
withdrawn from the Policy Payments Account and deposited in the Distribution
Account and applied by the Trust Administrator, directly to the payment in
full of the Deficiency Amount due on the related Insured Certificates. Funds
received by the Trust Administrator on behalf of the Trustee as a result of
any claim under a Class A-7A Certificate Insurance Policy shall be deposited
by the Trust Administrator in the Policy Payments Account and used solely for
payment to the Holders of the related Insured Certificates and may not be
applied to satisfy any costs, expenses or liabilities of the Master Servicer,
the Trust Administrator, the Trustee, the Depositor, the Transferor, the NIMS
Insurer or the Trust Fund. Any funds remaining in the Policy Payments Account
on the first Business Day following a Distribution Date shall be remitted to
the Class A-7A Certificate Insurer, pursuant to (and subject to receipt of)
the instructions of the Class A-7A Certificate Insurer, by the end of such
Business Day.


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     (d) The Trust Administrator shall keep complete and accurate records in
respect of (i) all funds remitted to it by the Class A-7A Certificate Insurer
and (ii) the allocation of such funds to (A) payments of interest on and
principal in respect of each Class of Insured Certificates and (B) the amount
of funds available to make distributions on the Insured Certificates pursuant
to Section 4.02. The Class A-7A Certificate Insurer shall have the right to
inspect such records at reasonable times during normal business hours upon
three Business Days' prior notice to the Trust Administrator.

     (e) The Trust Administrator and the Trustee shall promptly notify the
Class A-7A Certificate Insurer of: (A) the commencement of any proceeding of
which a Responsible Officer of the Trust Administrator or the Trustee, as
applicable, has actual knowledge by or against the Depositor commenced under
the United States bankruptcy code or any other applicable bankruptcy,
insolvency, receivership, rehabilitation or similar law (an "Insolvency
Proceeding") and (B) the making of any claim of which a Responsible Officer of
the Trust Administrator or the Trustee has actual knowledge in connection with
any Insolvency Proceeding seeking the avoidance as a preferential transfer (a
"Preference Claim") of any distribution made with respect to the Insured
Certificates. Each Holder of an Insured Certificate, by its purchase of such
Certificate, the Master Servicer, the Trust Administrator, the Depositor, the
Transferor and the Trustee hereby agree that the Class A-7A Certificate
Insurer (so long as no Class A-7A Certificate Insurer Default has occurred and
is continuing) may at any time during the continuation of any proceeding
relating to a Preference Claim direct all matters relating to such Preference
Claim, including, without limitation, (i) the direction of any appeal of any
order relating to such Preference Claim and (ii) the posting of any surety,
supersedeas or performance bond pending any such appeal. In addition and
without limitation of the foregoing, the Class A-7A Certificate Insurer shall
be subrogated to the rights, if any, of the Master Servicer, Trust
Administrator, the Trustee, the Depositor, the Transferor and each Holder of
an Insured Certificate in the conduct of any such Preference Claim, including,
without limitation, all rights of any party to an adversary proceeding action
with respect to any court order issued in connection with any such Preference
Claim.

     (f) The Trustee and the Trust Administrator each acknowledge, and each
Holder of an Insured Certificate by its acceptance of the Insured Certificate
agrees, that, without the need for any further action on the part of the Class
A-7A Certificate Insurer or the Trustee, to the extent the Class A-7A
Certificate Insurer makes payments, directly or indirectly, on account of
principal of or interest on any Insured Certificates, the Class A-7A
Certificate Insurer will be fully subrogated to the rights of the Holders of
such Insured Certificates to receive such principal and interest from the
Trust Fund. The Holders of the Insured Certificates, by acceptance of their
respective Insured Certificates, assign their rights as Holders of such
Insured Certificates to the extent of the Class A-7A Certificate Insurer's
interest with respect to amounts paid under the related Class A-7A Certificate
Insurance Policy. Anything herein to the contrary notwithstanding, solely for
purposes of determining the Premium Distribution Amount payable to the Class
A-7A Certificate Insurer and the Class A-7A Certificate Insurer's rights, as
applicable, as subrogee for payments distributable pursuant to Section 4.02,
any payment with respect to distributions to the Insured Certificates which is
made with funds received pursuant to the terms of a Class A-7A Certificate
Insurance Policy, shall not be considered payment of the Insured Certificates
from the Trust Fund and shall not result in the distribution or the provision



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for the distribution in reduction of the Class Certificate Balance of the
Insured Certificates within the meaning of Article IV.

     (g) Upon its becoming aware of the occurrence of a Master Servicer Event
of Termination, the Trust Administrator shall promptly notify the Class A-7A
Certificate Insurer of such Master Servicer Event of Termination. The Trustee,
the Depositor, the Master Servicer, the Transferor and the Trust Administrator
shall cooperate in all respects with any reasonable request by the Class A-7A
Certificate Insurer for action to preserve or enforce the Class A-7A
Certificate Insurer's rights or interests under this Agreement without
limiting the rights or affecting the interests of the Holders as otherwise set
forth herein.

     (h) The Master Servicer shall designate a contact person who shall be
available within a reasonable period of time to the Class A-7A Certificate
Insurer to provide reasonable access to information regarding the Mortgage
Loans.

     (i) [Reserved]

     (j) With respect to this Article XII, (i) the term "Receipt" and
"Received" shall mean actual delivery to the Class A-7A Certificate Insurer
and the Fiscal Agent, if any, prior to 12:00 noon, New York City time, on a
Business Day; delivery either on a day that is not a Business Day or after
12:00 noon, New York City time, shall be deemed to be Received on the next
succeeding Business Day. If any notice or certificate given under either Class
A-7A Certificate Insurance Policy by the Trust Administrator is not in proper
form or is not properly completed, executed or delivered, or contains any
misstatement, it shall be deemed not to have been Received. The Class A-7A
Certificate Insurer or its Fiscal Agent, if any, shall promptly so advise the
Trust Administrator, and the Trust Administrator may submit an amended notice
and (ii) "Business Day" means any day other than (A) a Saturday or Sunday or
(B) a day on which the Class A-7A Certificate Insurer or banking institutions
in the City of New York, New York, or the city in which the Corporate Trust
Office of the Master Servicer, the Trustee or the Trust Administrator is
located, are authorized or obligated by law or executive order to be closed.

     (k) Each Holder of an Insured Certificate, by its acceptance of such
Insured Certificate or interest therein, hereby acknowledges and agrees that
the Class A-7A Certificate Insurance Policy does not cover Prepayment Interest
Shortfalls, Net Rate Carryovers, or Relief Act Reductions nor do the Class
A-7A Certificate Insurance Policy guarantee to the Holders of the Insured
Certificates any particular rate of principal payment. In addition, the Class
A-7A Certificate Insurance Policy does not cover shortfalls, if any,
attributable to the liability of the Trust, any REMIC, the Trust Administrator
or the Trustee for withholding taxes due on the payments made to the Holders
of the Insured Certificates, if any, (including interest and penalties in
respect of any liability for withholding taxes).

     (l) The Trust Administrator is hereby designated, appointed, authorized
and directed to administer pursuant to, and to hold, receive and make all
payments under, the Class A-7A Certificate Insurance Policy and the Insurance
Agreement on behalf of the Holders of Insured Certificates and the Trustee in
accordance with the provisions of this Agreement, including without
limitation, to deliver on behalf of the Trustee the notices in accordance with
Section 12.04 (a) and to make, on behalf of and with full power to bind the
Trustee, any of the


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agreements or covenants of the Trustee contained therein. To the extent
necessary, this Agreement shall constitute an irrevocable limited power of
attorney, coupled with an interest, from the Trustee to the Trust
Administrator, to accomplish the foregoing.

Section 12.05. Effect of Payments by Class A-7A Certificate Insurer;
Subrogation.

          Anything herein to the contrary notwithstanding, any payment with
respect to principal of or interest on any Insured Certificate which is made
with moneys received pursuant to the terms of the Class A-7A Certificate
Insurance Policy shall not be considered payment of such Insured Certificate
from the Trust Fund and shall not result in the payment of or the provision
for the payment of the principal of or interest on such Insured Certificate
within the meaning of Section 4.01. The Depositor, the Master Servicer, Trust
Administrator and the Trustee each acknowledge, and each Holder of an Insured
Certificate by its acceptance of a such Certificate agrees, that without the
need for any further action on the part of the Class A-7A Certificate Insurer,
the Depositor, the Master Servicer, the Trust Administrator or the Trustee (i)
to the extent the Class A-7A Certificate Insurer makes payments, directly or
indirectly, on account of principal of or interest on any Insured Certificate
to the Holder of such Certificate, the Class A-7A Certificate Insurer will be
fully subrogated to the rights of such Holder to receive such principal and
interest from the Trust Fund and (ii) the Class A-7A Certificate Insurer shall
be paid such principal and interest but only from the sources and in the
manner provided herein for the payment of such principal and interest.

          The Trustee, the Trust Administrator, the Depositor, the Transferor
and the Master Servicer shall cooperate in all respects with any reasonable
request by the Class A-7A Certificate Insurer for action to preserve or
enforce the Class A-7A Certificate Insurer's rights or interests under this
Agreement without limiting the rights or affecting the interests of the
Holders as otherwise set forth herein; provided, however, that neither the
Trustee nor the Trust Administrator shall be under any obligation to
institute, conduct or defend any litigation hereunder or in relation hereto at
the request, direction or order of the Class A-7A Certificate Insurer pursuant
to the provisions of this Agreement, unless the Class A-7A Certificate Insurer
shall have offered to the Trustee or the Trust Administrator, as applicable,
reasonable security or indemnity satisfactory to it against the costs,
expenses and liabilities which may be incurred therein or thereby.

Section 12.06. Trust Administrator to Hold the Class A-7A Certificate
Insurance Policy.

          The Trust Administrator shall hold the Class A-7A Certificate
Insurance Policy in trust as agent for the Holders of the Insured Certificates
for the purpose of making claims thereon and distributing the proceeds
thereof. Upon the date upon which the Certificate Principal Balance of the
Insured Certificates has been reduced to zero and all Deficiency Amounts have
been made, the Trust Administrator shall surrender the Class A-7A Certificate
Insurance Policy to the Class A-7A Certificate Insurer for cancellation.
Neither the Class A-7A Certificate Insurance Policy nor the amounts paid on
the Class A-7A Certificate Insurance Policy will constitute part of any REMIC
created by this Agreement. Each Holder of an Insured Certificate, by accepting
its Insured Certificate, appoints the Trust Administrator as attorney-in-fact
for the purpose of making claims on the Class A-7A Certificate Insurance
Policy.


                                     143
<PAGE>


Section 12.07. Termination of Certain of Class A-7A Certificate Insurer's
Rights.

          Notwithstanding anything to the contrary anywhere in this Agreement,
all rights of the Class A-7A Certificate Insurer, except in the case of any
right to indemnification hereunder, shall permanently cease to be operable
upon the latest to occur of (A) the date upon which the Certificate Principal
Balance of each Insured Certificate has been reduced to zero, the Class A-7A
Certificate Insurance Policy have been returned to the Class A-7A Certificate
Insurer for cancellation and all payments of Deficiency Amounts (as defined in
the Class A-7A Certificate Insurance Policy) have been made and (B) the
payment in full to the Class A-7A Certificate Insurer of all amounts paid
under the Class A-7A Certificate Insurance Policy plus interest at the Late
Payment Rate thereon from the date such payment was made, and any other
amounts owing to the Class A-7A Certificate Insurer under this Agreement and
the Insurance Agreement.

Section 12.08. Survival of Indemnification.

          Any and all indemnities to be provided by any party to this
Agreement shall survive the termination and resignation of any party hereto
and the termination of this Agreement.

                  [SIGNATURES COMMENCE ON THE FOLLOWING PAGE]




                                     144
<PAGE>


          IN WITNESS WHEREOF, the Depositor, the Trustee, the Trust
Administrator, the Transferor and the Master Servicer have caused their names
to be signed hereto by their respective officers thereunto duly authorized as
of the day and year first above written.


                                         MORTGAGE ASSET SECURITIZATION
                                         TRANSACTIONS, INC., as Depositor


                                         By:   /s/ Paul Scialabba
                                             -----------------------------------
                                             Name:  Paul Scialabba
                                             Title: Executive Director


                                         By:   /s/ Steve Warjanka
                                             -----------------------------------
                                             Name: Steve Warjanka
                                             Title: Director


                                         UBS REAL ESTATE SECURITIES INC., as
                                         Transferor


                                         By:   /s/ Paul Scialabba
                                             -----------------------------------
                                             Name:  Paul Scialabba
                                             Title: Executive Director


                                         By:   /s/ Steve Warjanka
                                             -----------------------------------
                                             Name: Steve Warjanka
                                             Title: Director


                                         THE BANK OF NEW YORK, as Trustee


                                         By:   /s/ Diane Pickett
                                             -----------------------------------
                                             Name: Diane Pickett
                                             Title: Vice President


                                         WELLS FARGO BANK, N.A., as Master
                                         Servicer and Trust Administrator


                                         By:   /s/ Carla S. Walker
                                             -----------------------------------
                                             Name: Carla S. Walker
                                             Title:  Vice President



                                     145
<PAGE>



STATE OF New York     )
                      )  ss.:
COUNTY OF Manhattan   )

          On the 27th day of February, 2007 before me, a notary public in and
for said State, personally appeared Stevem Warjanka known to me to be an
Director of Mortgage Asset Securitization Transactions, Inc., one of the
corporations that executed the within instrument, and also known to me to be
the person who executed it on behalf of such corporation, and acknowledged to
me that such corporation executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                    /s/ Jennie Tom
                                         -------------------------------------
                                                    Notary Public


[SEAL]

Jennie Tom
Notary Public, New York
Commission #01T04984453
Qualified in Queens County
Expires July 22, 2009


<PAGE>


STATE OF New York     )
                      )   ss.:
COUNTY OF Manhattan   )

          On the 27th day of February, 2007 before me, a notary public in and
for said State, personally appeared Paul Scialabba known to me to be an
Executive Director of Mortgage Asset Securitization Transactions, Inc., one of
the corporations that executed the within instrument, and also known to me to
be the person who executed it on behalf of such corporation, and acknowledged
to me that such corporation executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                                    /s/ Jennie Tom
                                         -------------------------------------
                                                    Notary Public


[SEAL]

Jennie Tom
Notary Public, New York
Commission #01T04984453
Qualified in Queens County
Expires July 22, 2009


<PAGE>


STATE OF New York     )
                      )   ss.:
COUNTY OF Manhattan   )

          On the 27th day of February, 2007 before me, a notary public in and
for said State, personally appeared Steven Warjanka known to me to be an
Director of UBS Real Estate Securities Inc., one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such corporation, and acknowledged to me that such
corporation executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                                    /s/ Jennie Tom
                                         -------------------------------------
                                                    Notary Public


[SEAL]

Jennie Tom
Notary Public, New York
Commission #01T04984453
Qualified in Queens County
Expires July 22, 2009


<PAGE>


STATE OF New York     )
                      )   ss.:
COUNTY OF Manhattan   )

                  On the 27th day of February, 2007 before me, a notary public
in and for said State, personally appeared Paul Scialabba known to me to be a
Executive Director of UBS Real Estate Securities Inc., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of such corporation, and acknowledged to me that such
corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.

                                                    /s/ Jennie Tom
                                         -------------------------------------
                                                    Notary Public


[SEAL]

Jennie Tom
Notary Public, New York
Commission #01T04984453
Qualified in Queens County
Expires July 22, 2009


<PAGE>


STATE OF Maryland     )
                      )   ss.:
COUNTY OF Howard      )

          On the 27th day of February, 2007 before me, a notary public in and
for said State, personally appeared Carla Walker known to me to be a Vice
President of Wells Fargo Bank, N.A., one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of such corporation, and acknowledged to me that such corporation
executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                              /s/ Jennifer Richardson
                                         -------------------------------------
                                                    Notary Public



Jennifer Richardson
Notary Public
Anne Arundel County
Maryland
My Commission Expires Apr. 1, 2010

<PAGE>


STATE OF New York     )
                      )    ss.:
COUNTY OF Bronx       )

     On the 27th day of February, 2007 before me, a notary public in and for
said State, personally appeared Diane Pickett known to me to be a Vice
President of The Bank of New York, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of such corporation, and acknowledged to me that such corporation
executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                  /s/ Jonathan Conte
                                         -------------------------------------
                                                    Notary Public




[SEAL]


Jonathan Conte
Notary Publie, State of New York
No. 01CO6157400
Qualified in Bronx County
Commission Expires 12/11/2010

<PAGE>

                                  SCHEDULE I
                            Mortgage Loan Schedule

                                   [On File]



















                                     I- 1



<PAGE>

                                  SCHEDULE II
                       TBW Mortgage-Backed Trust 2007-1
                      Mortgage Pass-Through Certificates
                                 Series 2007-1

            Representations and Warranties as to the Mortgage Loans
            -------------------------------------------------------

          UBS Real Estate Securities Inc. (the "Transferor") hereby makes with
respect to those Mortgage Loans sold by it to the Depositor pursuant to the
Mortgage Loan Purchase Agreement, the following representations and warranties
as of the Closing Date or, if so specified herein, as of the Cut-off Date.

          (i) The information set forth in the Mortgage Loan Schedule was true
     and correct in all material respects at the date or dates respecting
     which such information is furnished as specified in the Mortgage Loan
     Schedule;

          (ii) Immediately prior to the transfer and assignment contemplated
     herein, the Transferor was the sole owner and holder of the Mortgage Loan
     free and clear of any and all liens, pledges, charges or security
     interests of any nature and has full right and authority to sell and
     assign the same;

          (iii) The Mortgage is a valid, subsisting and enforceable first lien
     on the property therein described, and the Mortgaged Property is free and
     clear of all encumbrances and liens having priority over the first lien
     of the Mortgage except for liens for real estate taxes and special
     assessments not yet due and payable and liens or interests arising under
     or as a result of any federal, state or local law, regulation or
     ordinance relating to hazardous wastes or hazardous substances, and, if
     the related Mortgaged Property is a condominium unit, any lien for common
     charges permitted by statute or homeowners association fees; and if the
     Mortgaged Property consists of shares of a cooperative housing
     corporation, any lien for amounts due to the cooperative housing
     corporation for unpaid assessments or charges or any lien of any
     assignment of rents or maintenance expenses secured by the real property
     owned by the cooperative housing corporation; and any security agreement,
     chattel mortgage or equivalent document related to, and delivered to the
     Custodian on behalf of the Trustee or to the Master Servicer with, any
     Mortgage establishes in the Transferor a valid and subsisting first lien
     on the property described therein and the Transferor has full right to
     sell and assign the same to the Trustee;

          (iv) Neither the Transferor nor any prior holder of the Mortgage or
     the related Mortgage Note has modified the Mortgage or the related
     Mortgage Note in any material respect, satisfied, canceled or
     subordinated the Mortgage in whole or in part, released the Mortgaged
     Property in whole or in part from the lien of the Mortgage, or executed
     any instrument of release, cancellation, waiver, modification or
     satisfaction, except in each case as is reflected in an agreement
     delivered to the Custodian on behalf of the Trustee or the Master
     Servicer pursuant to Section 2.01;


                                     II-1
<PAGE>


          (v) All taxes, governmental assessments, insurance premiums, and
     water, sewer and municipal charges, which previously became due and owing
     have been paid, or an escrow of funds has been established, to the extent
     permitted by law, in an amount sufficient to pay for every such item that
     remains unpaid; and the Transferor has not advanced funds, or received
     any advance of funds by a party other than the Mortgagor, directly or
     indirectly for the payment of any amount required by the Mortgage, except
     for interest accruing from the date of the Mortgage Note or date of
     disbursement of the Mortgage Loan proceeds, whichever is later, to the
     day which precedes by thirty days the first Due Date under the related
     Mortgage Note;

          (vi) The Mortgaged Property is undamaged by water, fire, earthquake
     or other earth movement, windstorm, flood, tornado or similar casualty
     (excluding casualty from the presence of hazardous wastes or hazardous
     substances, as to which the Transferor makes no representations), so as
     to affect adversely the value of the Mortgaged Property as security for
     the Mortgage Loan or the use for which the premises were intended and to
     the best of the Transferor's knowledge, there is no proceeding pending or
     threatened for the total or partial condemnation of the Mortgaged
     Property;

          (vii) The Mortgaged Property is free and clear of all mechanics' and
     materialmen's liens or liens in the nature thereof; provided, however,
     that this warranty shall be deemed not to have been made at the time of
     the initial issuance of the Certificates if a title policy affording, in
     substance, the same protection afforded by this warranty is furnished to
     the Custodian on behalf of the Trustee by the Transferor;

          (viii) Except for Mortgage Loans secured by co op shares and
     Mortgage Loans secured by residential long term leases, the Mortgaged
     Property consists of a fee simple estate in real property; all of the
     improvements which are included for the purpose of determining the
     appraised value of the Mortgaged Property lie wholly within the
     boundaries and building restriction lines of such property and no
     improvements on adjoining properties encroach upon the Mortgaged Property
     (unless insured against under the related title insurance policy); and to
     the best of the Transferor's knowledge, the Mortgaged Property and all
     improvements thereon comply with all requirements of any applicable
     zoning and subdivision laws and ordinances;

          (ix) The Mortgage Loan meets, or is exempt from, applicable state or
     federal laws, regulations and other requirements, pertaining to usury,
     and the Mortgage Loan is not usurious;

          (x) To the best of the Transferor's knowledge, all inspections,
     licenses and certificates required to be made or issued with respect to
     all occupied portions of the Mortgaged Property and, with respect to the
     use and occupancy of the same, including, but not limited to,
     certificates of occupancy and fire underwriting certificates, have been
     made or obtained from the appropriate authorities;

          (xi) All payments required to be made up to but not including the
     Due Date immediately preceding the Cut Off Date for such Mortgage Loan
     under the terms of the related Mortgage Note have been made; and no
     payment under any Mortgage Loan has


<PAGE>


     been 30 days or more delinquent more than one time within twelve months
     prior to the Closing Date (other than with respect to 3 Mortgage Loans,
     representing 0.06% of the Pool Balances as of the Cut-off Date);

          (xii) The Mortgage Note, the related Mortgage and other agreements
     executed in connection therewith are genuine, and each is the legal,
     valid and binding obligation of the maker thereof, enforceable in
     accordance with its terms, except as such enforcement may be limited by
     bankruptcy, insolvency, reorganization or other similar laws affecting
     the enforcement of creditors' rights generally and by general equity
     principles (regardless of whether such enforcement is considered in a
     proceeding in equity or at law); and, to the best of the Transferor's
     knowledge, all parties to the Mortgage Note and the Mortgage had legal
     capacity to execute the Mortgage Note and the Mortgage and each Mortgage
     Note and Mortgage has been duly and properly executed by the Mortgagor;

          (xiii) All Mortgage Loans were originated in compliance in all
     material respects with applicable federal, state and local laws,
     including, without limitation, all applicable anti-predatory, abusive and
     fair lending laws;

          (xiv) No Mortgage Loan is a High Cost Loan or Covered Loan, as
     applicable, and no Mortgage Loan originated on or after October 1, 2002
     through March 6, 2003 is governed by the Georgia Fair Lending Act. No
     Mortgage Loan is covered by the Home Ownership and Equity Protection Act
     of 1994 and no Mortgage Loan is in violation of any comparable state or
     local law;

          (xv) No Mortgage Loan is a High Cost Loan or Covered Loan, as
     applicable (as such terms are defined in the then current Standard &
     Poor's LEVELS(R) Glossary which is now Version 5.7 Revised, Appendix E);

          (xvi) The proceeds of the Mortgage Loans have been fully disbursed,
     there is no requirement for future advances thereunder and any and all
     requirements as to completion of any on site or off site improvements and
     as to disbursements of any escrow funds therefor have been complied with
     (except for escrow funds for exterior items which could not be completed
     due to weather and escrow funds for the completion of swimming pools);
     and all costs, fees and expenses incurred in making, closing or recording
     the Mortgage Loan have been paid, except recording fees with respect to
     Mortgages not recorded as of the Closing Date;

          (xvii) The Mortgage Loan (except any Mortgage Loan secured by a
     Mortgaged Property located in any jurisdiction, as to which an opinion of
     counsel of the type customarily rendered in such jurisdiction in lieu of
     title insurance is instead received) is covered by an American Land Title
     Association mortgagee title insurance policy or other generally
     acceptable form of policy or insurance acceptable to Fannie Mae or
     Freddie Mac, issued by a title insurer acceptable to Fannie Mae or
     Freddie Mac insuring the originator, its successors and assigns, as to
     the first priority lien of the Mortgage in the original principal amount
     of the Mortgage Loan and subject only to (A) the lien of current real
     property taxes and assessments not yet due and payable, (B) covenants,
     conditions and restrictions, rights of way, easements and other matters
     of public record as


<PAGE>


     of the date of recording of such Mortgage acceptable to mortgage lending
     institutions in the area in which the Mortgaged Property is located or
     specifically referred to in the appraisal performed in connection with
     the origination of the related Mortgage Loan, (C) liens created pursuant
     to any federal, state or local law, regulation or ordinance affording
     liens for the costs of clean-up of hazardous substances or hazardous
     wastes or for other environmental protection purposes and (D) such other
     matters to which like properties are commonly subject which do not
     individually, or in the aggregate, materially interfere with the benefits
     of the security intended to be provided by the Mortgage; the Transferor
     is the sole insured of such mortgagee title insurance policy, the
     assignment to the Trustee of the Transferor's interest in such mortgagee
     title insurance policy does not require any consent of or notification to
     the insurer which has not been obtained or made, such mortgagee title
     insurance policy is in full force and effect and will be in full force
     and effect and inure to the benefit of the Trustee, no claims have been
     made under such mortgagee title insurance policy, and no prior holder of
     the related Mortgage, including the Transferor, has done, by act or
     omission, anything which would impair the coverage of such mortgagee
     title insurance policy;

          (xviii) The Mortgaged Property securing each Mortgage Loan is
     insured by an insurer acceptable to Fannie Mae or Freddie Mac against
     loss by fire and such hazards as are covered under a standard extended
     coverage endorsement, in an amount which is not less than the lesser of
     100% of the insurable value of the Mortgaged Property and the outstanding
     principal balance of the Mortgage Loan, but in no event less than the
     minimum amount necessary to fully compensate for any damage or loss on a
     replacement cost basis; if the Mortgaged Property is a condominium unit,
     it is included under the coverage afforded by a blanket policy for the
     project; if upon origination of the Mortgage Loan, the improvements on
     the Mortgaged Property were in an area identified in the Federal Register
     by the Federal Emergency Management Agency as having special flood
     hazards, a flood insurance policy meeting the requirements of the current
     guidelines of the Federal Insurance Administration is in effect with a
     generally acceptable insurance carrier, in an amount representing
     coverage not less than the least of (A) the outstanding principal balance
     of the Mortgage Loan, (B) the full insurable value of the Mortgaged
     Property and (C) the maximum amount of insurance which was available
     under the National Flood Insurance Act of 1968, as amended; and each
     Mortgage obligates the Mortgagor thereunder to maintain all such
     insurance at the Mortgagor's cost and expense;

          (xix) To the best of the Transferor's knowledge, no foreclosure
     action is currently threatened or has been commenced with respect to the
     Mortgage Loan and the Transferor has not waived any default, breach,
     violation or event of acceleration;

          (xx) No Mortgage Note or Mortgage is subject to any right of
     rescission, set off, counterclaim or defense, including the defense of
     usury, nor will the operation of any of the terms of the Mortgage Note or
     Mortgage, or the exercise of any right thereunder, render the Mortgage
     Note or Mortgage unenforceable, in whole or in part, or subject it to any
     right of rescission, set off, counterclaim or defense, including the
     defense of usury, and no such right of rescission, set off, counterclaim
     or defense has been asserted with respect thereto;


<PAGE>


          (xxi) Each Mortgage Note is payable in monthly payments, resulting
     in complete amortization of the Mortgage Loan over a term of not more
     than 360 months;

          (xxii) Each Mortgage contains customary and enforceable provisions
     such as to render the rights and remedies of the holder thereof adequate
     for the realization against the Mortgaged Property of the benefits of the
     security, including realization by judicial foreclosure (subject to any
     limitation arising from any bankruptcy, insolvency or other law for the
     relief of debtors), and there is no homestead or other exemption
     available to the Mortgagor which would interfere with such right of
     foreclosure;

          (xxiii) To the best of the Transferor's knowledge, no Mortgagor is a
     debtor in any state or federal bankruptcy or insolvency proceeding;

          (xxiv) Each Mortgaged Property consists of a one to four unit
     residential property, which may include a detached home, townhouse,
     condominium unit or a unit in a planned unit development or, in the case
     of Mortgage Loans secured by co op shares, leases or occupancy
     agreements;

          (xxv) The Mortgage Loan is a "qualified mortgage" within the meaning
     of Section 860G(a)(3) of the Code;

          (xxvi) With respect to each Mortgage where a lost note affidavit has
     been delivered to the Custodian on behalf of the Trustee in place of the
     related Mortgage Note, the related Mortgage Note is no longer in
     existence;

          (xxvii) In the event that the Mortgagor is an inter vivos "living"
     trust, (i) such trust is in compliance with Fannie Mae or Freddie Mac
     standards for inter vivos trusts and (ii) holding title to the Mortgaged
     Property in such trust will not diminish any rights as a creditor
     including the right to full title to the Mortgaged Property in the event
     foreclosure proceedings are initiated;

          (xxviii) If the Mortgage Loan is secured by a long term residential
     lease, (1) the lessor under the lease holds a fee simple interest in the
     land; (2) the terms of such lease expressly permit the mortgaging of the
     leasehold estate, the assignment of the lease without the lessor's
     consent and the acquisition by the holder of the Mortgage of the rights
     of the lessee upon foreclosure or assignment in lieu of foreclosure or
     provide the holder of the Mortgage with substantially similar
     protections; (3) the terms of such lease do not (a) allow the termination
     thereof upon the lessee's default without the holder of the Mortgage
     being entitled to receive written notice of, and opportunity to cure,
     such default or (b) allow the termination of the lease in the event of
     damage or destruction as long as the Mortgage is in existence; (4) the
     term of such lease does not terminate earlier than five years after the
     maturity date of the Mortgage Note; and (5) the Mortgaged Property is
     located in a jurisdiction in which the use of leasehold estates in
     transferring ownership in residential properties is a widely accepted
     practice;

          (xxix) The Mortgage Loan was originated by a mortgagee approved by
     the Secretary of Housing and Urban Development pursuant to Sections 203
     and 211 of the National Housing Act, as amended, a savings and loan
     association, a savings bank, a

<PAGE>


     commercial bank, credit union, insurance company or similar institution
     which is supervised and examined by a federal or state authority;

          (xxx) The Mortgage Loan was underwritten in accordance with the
     underwriting guidelines of the Originator in effect at the time of
     origination with exceptions thereto exercised in a reasonable manner;

          (xxxi) The Originator used no adverse selection procedures in
     selecting the Mortgage Loan from among the outstanding first lien,
     residential mortgage loans owned by it which were available for sale to
     the Transferor;

          (xxxii) With respect to each Mortgage Loan, the Transferor is in
     possession of a complete Mortgage File except for the documents which
     have been delivered to the Custodian on behalf of the Trustee or which
     have been submitted for recording and not yet returned;

          (xxxiii) As of the Cut off Date, the range of original Loan-to-Value
     Ratios of the Mortgage Loans is 9.52% to 100.00% and 5.94% of the Cut-Off
     Date Pool Balance had Loan-to-Value Ratios at origination in excess of
     80.00%. Each such Mortgage Loan is subject to a Primary Insurance Policy;

          (xxxiv) With respect to each Mortgage Loan, the Servicing Agreement
     requires the Servicer to deposit into the related Protected Account an
     amount equal to all payments of principal and interest on such Mortgage
     Loan that are delinquent at the close of business on the related
     Determination Date and not previously advanced by the Servicer. The
     obligation of the Servicer to advance such payments as to such Mortgage
     Loan will continue through the final disposition or liquidation of the
     Mortgaged Property, unless the Servicer deems such advance to be
     nonrecoverable from liquidation proceeds, REO disposition proceeds,
     condemnation proceeds or insurance proceeds with respect to such Mortgage
     Loan;

          (xxxv) With respect to each Mortgage Loan that has a prepayment
     penalty feature, each such prepayment penalty is enforceable and, at the
     time such Mortgage Loan was originated, each prepayment penalty complied
     with applicable federal, state and local law, subject to federal
     preemption where applicable;



<PAGE>


                                SCHEDULE III-A

                        CLASS A-1 CAP CONTRACT SCHEDULE

                                    Notional                 Class A-1 Cap
    Distribution Date              Amount ($)               Strike Rate (%)
--------------------------    --------------------    ------------------------
March 25, 2007                   284,586,000.00                 7.8200
April 25, 2007                   278,052,408.96                 6.5500
May 25, 2007                     270,837,101.86                 6.7700
June 25, 2007                    262,951,621.41                 6.5500
July 25, 2007                    254,409,484.99                 6.7700
August 25, 2007                  245,226,159.58                 6.5500
September 25, 2007               235,419,027.25                 6.5500
October 25, 2007                 225,007,341.07                 6.7700
November 25, 2007                214,012,171.68                 6.5500
December 25, 2007                202,456,344.26                 6.7700
January 25, 2008                 190,364,366.48                 6.5500
February 25, 2008                177,762,905.84                 6.5500
March 25, 2008                   165,391,644.14                 7.0000
April 25, 2008                   153,246,238.98                 6.5500
May 25, 2008                     141,322,428.53                 6.7700
June 25, 2008                    129,616,030.00                 6.5500
July 25, 2008                    118,122,938.23                 6.7700
August 25, 2008                  106,839,124.17                 6.5500
September 25, 2008                95,760,633.55                 6.5500
October 25, 2008                  85,077,709.35                 6.7700
November 25, 2008                 74,697,018.12                 6.5500
December 25, 2008                 64,511,938.89                 6.7700
January 25, 2009                  54,518,812.60                 6.5500
February 25, 2009                 44,714,048.31                 6.5500
March 25, 2009                    35,094,121.91                 7.2600
April 25, 2009                    25,655,574.92                 6.5500
May 25, 2009                      16,395,013.24                 6.7700
June 25, 2009                      7,309,105.95                 6.5500
July 25, 2009 and
thereafter                                 0.00                     N/A



                                    III- 1


         <PAGE>


                                SCHEDULE III-B

                        CLASS A-2 CAP CONTRACT SCHEDULE

                                    Notional                 Class A-2 Cap
    Distribution Date              Amount ($)               Strike Rate (%)
--------------------------    --------------------    ------------------------
March 25, 2007                    86,219,000.00                 7.7500
April 25, 2007                    86,219,000.00                 6.4800
May 25, 2007                      86,219,000.00                 6.7000
June 25, 2007                     86,219,000.00                 6.4800
July 25, 2007                     86,219,000.00                 6.7000
August 25, 2007                   86,219,000.00                 6.4800
September 25, 2007                86,219,000.00                 6.4800
October 25, 2007                  86,219,000.00                 6.7000
November 25, 2007                 86,219,000.00                 6.4800
December 25, 2007                 86,219,000.00                 6.7000
January 25, 2008                  86,219,000.00                 6.4800
February 25, 2008                 86,219,000.00                 6.4800
March 25, 2008                    86,219,000.00                 6.9300
April 25, 2008                    86,219,000.00                 6.4800
May 25, 2008                      86,219,000.00                 6.7000
June 25, 2008                     86,219,000.00                 6.4800
July 25, 2008                     86,219,000.00                 6.7000
August 25, 2008                   86,219,000.00                 6.4800
September 25, 2008                86,219,000.00                 6.4800
October 25, 2008                  86,219,000.00                 6.7000
November 25, 2008                 86,219,000.00                 6.4800
December 25, 2008                 86,219,000.00                 6.7000
January 25, 2009                  86,219,000.00                 6.4800
February 25, 2009                 86,219,000.00                 6.4800
March 25, 2009                    86,219,000.00                 7.1900
April 25, 2009                    86,219,000.00                 6.4800
May 25, 2009                      86,219,000.00                 6.7000
June 25, 2009                     86,219,000.00                 6.4800
July 25, 2009                     84,613,584.19                 6.7000
August 25, 2009                   75,867,239.92                 6.4800
September 25, 2009                67,285,924.89                 6.4800
October 25, 2009                  58,866,549.45                 6.7000
November 25, 2009                 50,606,081.51                 6.4800
December 25, 2009                 42,501,545.45                 6.7000
January 25, 2010                  34,550,021.09                 6.4800
February 25, 2010                 26,748,642.63                 6.4800
March 25, 2010                    19,094,597.67                 7.1900
April 25, 2010                    12,315,983.86                 6.4800
May 25, 2010                       5,674,243.98                 6.7000
May 25, 2010 and
thereafter                                 0.00                    N/A



                                    III- 2

<PAGE>


                                  SCHEDULE IV

               Class P Prepayment Charges Mortgage Loan Schedule

                           [Available Upon Request]













                                     IV- 1

<PAGE>

                                   EXHIBIT A

                         (FORM OF SENIOR CERTIFICATE)

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE").

AN ERISA-RESTRICTED CAP CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE
TRANSFERRED TO AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975
OF THE CODE OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE SUCH PLAN'S OR
ARRANGEMENT'S ASSETS (A "PLAN") OR A PERSON ACQUIRING THE CERTIFICATE FOR, ON
BEHALF OF OR WITH THE ASSETS OF SUCH PLAN (A "BENEFIT PLAN INVESTOR"), UNLESS
THE ACQUISITION AND HOLDING OF AN ERISA RESTRICTED CAP CERTIFICATE ARE
ELIGIBLE FOR EXEMPTIVE RELIEF UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
("PTCE") 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 OR THE
NON-FIDUCIARY SERVICE PROVIDER EXEMPTION UNDER SECTION 408(b)(17) OF ERISA. IN
THE EVENT THAT A REPRESENTATION IS VIOLATED, THE TRANSFER OR ACQUISITION OF AN
ERISA-RESTRICTED CAP CERTIFICATE SHALL BE VOID AND OF NO EFFECT.

AN ERISA-RESTRICTED CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE TRANSFERRED
UNLESS THE TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR (I) A REPRESENTATION
LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") OR SECTION 4975 OF THE CODE OR AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE SUCH PLAN'S OR ARRANGEMENT'S ASSETS (A "PLAN") OR A PERSON
ACQUIRING THE CERTIFICATE FOR, ON BEHALF OF OR WITH THE ASSETS OF SUCH PLAN (A
"BENEFIT PLAN INVESTOR") OR (II) IF THE TRANSFEREE IS AN INSURANCE COMPANY AND
THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A
REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
HEREIN OR (III) AN OPINION


                                     A-1
<PAGE>

OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
HEREIN. IN THE EVENT THE REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE
ARE NOT FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO
THE TRUST ADMINISTRATOR BY THE TRANSFEREE'S ACCEPTANCE OF THIS CERTIFICATE, OR
BY ANY BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IN
BOOK-ENTRY FORM. IN THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY
ATTEMPT TO TRANSFER THIS CERTIFICATE TO A BENEFIT PLAN INVESTOR IS ATTEMPTED
WITHOUT THE DELIVERY TO THE TRUST ADMINISTRATOR OF THE OPINION OF COUNSEL
DESCRIBED ABOVE, THE ATTEMPTED TRANSFER OR ACQUISITION OF THIS CERTIFICATE
SHALL BE VOID AND OF NO EFFECT.


                                     A-2
<PAGE>

Certificate No.:                                [1]
Cut off Date:                                   February 1, 2007
First Distribution Date:                        March 26, 2007
Last Scheduled Distribution Date:               March 25, 2037
Pass Through Rate:                              [Variable] [Fixed] in
                                                accordance with the Agreement
Initial Certificate Principal Balance
of this Certificate ("Denomination"):           $[____________]
Initial Certificate Principal Balances
of all Certificates of this Class:              $[____________]
CUSIP:                                          [_____________]


               MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                       TBW MORTGAGE-BACKED TRUST 2007-1
               Mortgage Pass Through Certificates, Series 2007-1

                                  Class A [_]

            evidencing a percentage interest in the distributions allocable to
            the Certificates of the above referenced Class with respect to a
            Trust Fund consisting primarily of fixed- and adjustable-rate
            mortgage loans (the "Mortgage Loans") secured by first liens on
            one to four family residential properties

        Mortgage Asset Securitization Transactions, Inc., as Depositor

      Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Transferor, the Master Servicer, the Trust
Administrator, the Custodian or the Trustee referred to below or any of their
respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.

      This certifies that CEDE & CO. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain monthly distributions with
respect to a Trust Fund consisting primarily of the Mortgage Loans deposited
by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The
Trust Fund was created pursuant to a Pooling and


                                     A-3
<PAGE>

Servicing Agreement dated as of the Cut off Date specified above (the
"Agreement") among the Depositor, UBS Real Estate Securities Inc., as
transferor (the "Transferor"), Wells Fargo Bank, N.A., as master servicer (in
such capacity, the "Master Servicer") and as trust administrator (in such
capacity, the "Trust Administrator") and The Bank of New York, as trustee (the
"Trustee"). Distributions on this Certificate will be made primarily from
collections on the applicable Mortgage Loans pursuant to the terms of the
Agreement. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

      Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

      This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.


                                     A-4
<PAGE>

      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate
to be duly executed.

Dated: February __, 2007

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



                                               By: ___________________________

Countersigned:
By:  ___________________________
     Authorized Signatory of
     WELLS FARGO BANK, N.A.,
     as Trust Administrator


                                     A-5
<PAGE>

                                   EXHIBIT B

                        (FORM OF MEZZANINE CERTIFICATE)

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE").

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES
AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

AN ERISA-RESTRICTED CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE TRANSFERRED
UNLESS THE TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR (I) A REPRESENTATION
LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") OR SECTION 4975 OF THE CODE OR AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE SUCH PLAN'S OR ARRANGEMENT'S ASSETS (A "PLAN") OR A PERSON
ACQUIRING THE CERTIFICATE FOR, ON BEHALF OF OR WITH THE ASSETS OF SUCH PLAN (A
"BENEFIT PLAN INVESTOR") OR (II) IF THE TRANSFEREE IS AN INSURANCE COMPANY AND
THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A
REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN. IN THE EVENT THE REPRESENTATIONS REFERRED TO IN
THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED
TO HAVE BEEN MADE TO THE TRUST ADMINISTRATOR BY THE TRANSFEREE'S ACCEPTANCE OF
THIS CERTIFICATE, OR BY ANY BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS
CERTIFICATE IN BOOK-ENTRY FORM. IN THE EVENT THAT A REPRESENTATION IS
VIOLATED, OR ANY ATTEMPT TO TRANSFER THIS CERTIFICATE TO A BENEFIT PLAN
INVESTOR IS ATTEMPTED WITHOUT THE DELIVERY TO THE TRUST ADMINISTRATOR OF THE
OPINION OF COUNSEL DESCRIBED ABOVE, THE ATTEMPTED TRANSFER OR ACQUISITION OF
THIS CERTIFICATE SHALL BE VOID AND OF NO EFFECT.


                                     B-1
<PAGE>

Certificate No.:                                   [1]
Cut off Date:                                      February 1, 2007
First Distribution Date:                           March 26, 2007
Last Scheduled Distribution Date:                  March 25, 2037
Pass Through Rate:                                 Fixed Rate in accordance with
                                                   the Agreement
Initial Certificate Principal Balance of
this Certificate ("Denomination"):                 $[____________]
Initial Certificate Principal Balances of
all Certificates of this Class:                    $[____________]
CUSIP:                                              [_____________]


               MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                       TBW MORTGAGE-BACKED TRUST 2007-1
               Mortgage Pass Through Certificates, Series 2007-1

                                  Class M-[ ]

            evidencing a percentage interest in the distributions allocable to
            the Certificates of the above referenced Class with respect to a
            Trust Fund consisting primarily of fixed- and adjustable-rate
            mortgage loans (the "Mortgage Loans") secured by first liens on
            one to four family residential properties

        Mortgage Asset Securitization Transactions, Inc., as Depositor

      Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Transferor, the Master Servicer, the Trust
Administrator, the Custodian or the Trustee referred to below or any of their
respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.

      This certifies that CEDE & CO. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain monthly distributions with
respect to a Trust Fund consisting primarily of the Mortgage Loans deposited
by Mortgage Asset Securitization


                                     B-2
<PAGE>

Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as of the Cut off Date specified above
(the "Agreement") among the Depositor, UBS Real Estate Securities Inc., as
transferor (the "Transferor"), Wells Fargo Bank, N.A., as master servicer (in
such capacity, the "Master Servicer") and as trust administrator (in such
capacity, the "Trust Administrator") and The Bank of New York, as trustee (the
"Trustee"). Distributions on this Certificate will be made primarily from
collections on the applicable Mortgage Loans pursuant to the terms of the
Agreement. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

      Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

      This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.


                                     B-3
<PAGE>

      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate
to be duly executed.

Dated: February __, 2007

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



                                                By: ___________________________

Countersigned:
By:      ___________________________
Authorized Signatory of
WELLS FARGO BANK, N.A.,


                                     B-4
<PAGE>

                                   EXHIBIT C

                                  [RESERVED]


                                     C-1
<PAGE>

                                  EXHIBIT D-1

                         (FORM OF CLASS C CERTIFICATE)

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE").

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES
AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

THIS ERISA-RESTRICTED CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE
TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR (I) A
REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE CODE OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE SUCH PLAN'S OR ARRANGEMENT'S ASSETS (A "PLAN")
OR A PERSON ACQUIRING THE CERTIFICATE FOR, ON BEHALF OF OR WITH THE ASSETS OF
SUCH PLAN (A "BENEFIT PLAN INVESTOR") OR (II) IF THE TRANSFEREE IS AN
INSURANCE COMPANY AND THE CERTIFICATE HAS BEEN THE SUBJECT OF AN
ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR (III) AN OPINION OF COUNSEL
IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. IN THE
EVENT THE REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT
FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUST
ADMINISTRATOR BY THE TRANSFEREE'S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY
BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IN BOOK-ENTRY
FORM. IN THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO
TRANSFER THIS CERTIFICATE TO A BENEFIT PLAN INVESTOR IS ATTEMPTED WITHOUT THE
DELIVERY TO THE TRUST ADMINISTRATOR OF THE OPINION OF COUNSEL DESCRIBED ABOVE,
THE ATTEMPTED TRANSFER OR ACQUISITION OF THIS CERTIFICATE SHALL BE VOID AND OF
NO EFFECT.


                                    D-1-1
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                <C>
Certificate No.:                                                   [1]

Cut off Date:                                                      February 1, 2007

First Distribution Date:                                           March 26, 2007

Last Scheduled Distribution Date:                                  March 25, 2037

Pass Through Rate:                                                 Variable in accordance with the Agreement

Initial Certificate Principal Balance of this Certificate          $[____________]
("Denomination"):

Initial Certificate Principal Balances of all Certificates of      $[____________]
this Class:

CUSIP:                                                             [_____________]
</TABLE>


               MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                       TBW MORTGAGE-BACKED TRUST 2007-1
               Mortgage Pass Through Certificates, Series 2007-1

                                    Class C

            evidencing a percentage interest in the distributions allocable to
            the Certificates of the above referenced Class with respect to a
            Trust Fund consisting primarily of fixed- and adjustable-rate
            mortgage loans (the "Mortgage Loans") secured by first liens on
            one to four family residential properties

        Mortgage Asset Securitization Transactions, Inc., as Depositor

      Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Transferor, the Master Servicer, the Trust
Administrator, the Custodian or the Trustee referred to below or any of their
respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.

      This certifies that [___________] is the registered owner of the
Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust Fund consisting primarily of the
Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc.
(the "Depositor"). The Trust Fund was created pursuant to a Pooling and


                                    D-1-2
<PAGE>

Servicing Agreement dated as of the Cut off Date specified above (the
"Agreement") among the Depositor, UBS Real Estate Securities Inc., as
transferor (the "Transferor"), Wells Fargo Bank, N.A., as master servicer (in
such capacity, the "Master Servicer") and as trust administrator (in such
capacity, the "Trust Administrator") and The Bank of New York, as trustee (the
"Trustee"). Distributions on this Certificate will be made primarily from
collections on the applicable Mortgage Loans pursuant to the terms of the
Agreement. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

      No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such laws. In the event that a
transfer is to be made in reliance upon an exemption from the Securities Act
and such laws, in order to assure compliance with the Securities Act and such
laws, the Certificateholder desiring to effect such transfer and such
Certificateholder's prospective transferee shall each certify to the Trust
Administrator in writing the facts surrounding the transfer. In the event that
such a transfer is to be made within three years from the date of the initial
issuance of Certificates pursuant hereto, there shall also be delivered
(except in the case of a transfer pursuant to Rule 144A of the Securities Act)
to the Trust Administrator an Opinion of Counsel that such transfer may be
made pursuant to an exemption from the Securities Act and such state
securities laws, which Opinion of Counsel shall not be obtained at the expense
of the Trustee, the Master Servicer, the Trust Administrator or the Depositor.
The Holder hereof desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee and the Trust Administrator and the Depositor
against any liability that may result if the transfer is not so exempt or is
not made in accordance with such federal and state laws.

      No transfer of an ERISA-Restricted Certificate shall be made unless the
Trust Administrator shall have received either (i) a representation letter
from the transferee of such ERISA-Restricted Certificate, acceptable to and in
form and substance satisfactory to the Trust Administrator, to the effect that
such transferee is not an employee benefit plan or arrangement subject to
Section 406 of ERISA or Section 4975 of the Code or an entity whose underlying
assets include such plan's or arrangement's assets (a "Plan"), or a person
acquiring such Certificate for, on behalf of or with the assets of, such Plan
which representation letter shall not be an expense of the Trust Administrator
or the Trust Fund, (ii) if the purchaser is an insurance company and the
ERISA-Restricted Certificate has been the subject of an ERISA-Qualifying
Underwriting, a representation that the purchaser is an insurance company
which is purchasing such Certificates with funds contained in an "insurance
company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the
purchase and holding of such Certificate are covered under Sections I and III
of PTCE 95-60 or (iii) in the case of any such ERISA-Restricted Certificate
presented for registration in the name of a Plan or a person acquiring such
Certificate for, on behalf of or with the assets of, such a Plan (a "Benefit
Plan Investor"), an Opinion of Counsel satisfactory to the Trust Administrator
to the effect that the purchase or holding of such Certificate will not result
in prohibited transactions under Section 406 of ERISA and/or Section 4975 of
the Code and will not subject the Trustee, the Transferor, the Depositor, the
Master Servicer or the Trust


                                    D-1-3
<PAGE>

Administrator to any obligation in addition to those undertaken in this
Agreement, which Opinion of Counsel shall not be an expense of such parties.
In the event the representations referred to in the preceding sentence are not
furnished, such representation shall be deemed to have been made to the Trust
Administrator by the transferee's acceptance of an ERISA-Restricted
Certificate or by any beneficial owner who purchases an interest in this
certificate in book-entry form. In the event that a representation is
violated, or any attempt to transfer an ERISA-Restricted Certificate to a
Benefit Plan Investor is attempted without the delivery to the Trust
Administrator of the Opinion of Counsel described above, the attempted
transfer or acquisition of this certificate shall be void and of no effect.

      Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

      This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.


                                    D-1-4
<PAGE>

      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate
to be duly executed.

Dated: February__, 2007

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



                                              By: ___________________________

Countersigned:
By:  ___________________________
     Authorized Signatory of
     WELLS FARGO BANK, N.A.,
     as Trust Administrator


                                    D-1-5
<PAGE>

                                  EXHIBIT D-2

                         (FORM OF CLASS P CERTIFICATE)

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE ACT, (B) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE ACT ("RULE
144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE
COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUST ADMINISTRATOR OF A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS
CERTIFICATE.

THIS ERISA-RESTRICTED CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE
TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR (I) A
REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE CODE OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE SUCH PLAN'S OR ARRANGEMENT'S ASSETS (A "PLAN")
OR A PERSON ACQUIRING THE CERTIFICATE FOR, ON BEHALF OF OR WITH THE ASSETS OF
SUCH PLAN (A "BENEFIT PLAN INVESTOR") OR (II) IF THE TRANSFEREE IS AN
INSURANCE COMPANY AND THE CERTIFICATE HAS BEEN THE SUBJECT OF AN
ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR (III) AN OPINION OF COUNSEL
IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. IN THE
EVENT THE REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT
FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUST
ADMINISTRATOR BY THE TRANSFEREE'S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY
BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IN BOOK-ENTRY


                                    D-2-1
<PAGE>

FORM. IN THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO
TRANSFER THIS CERTIFICATE TO A BENEFIT PLAN INVESTOR IS ATTEMPTED WITHOUT THE
DELIVERY TO THE TRUST ADMINISTRATOR OF THE OPINION OF COUNSEL DESCRIBED ABOVE,
THE ATTEMPTED TRANSFER OR ACQUISITION OF THIS CERTIFICATE SHALL BE VOID AND OF
NO EFFECT.


                                    D-2-2
<PAGE>

Certificate No.:                                            [1]
Cut-off Date:                                               February 1, 2007
First Distribution Date:                                    March 26, 2007
Last Scheduled Distribution Date:                           March 25, 2037
Initial Certificate Principal Balance of this Certificate   $100
CUSIP:                                                      [___________]


               MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                       TBW MORTGAGE-BACKED TRUST 2007-1
               Mortgage Pass-Through Certificates, Series 2007-1

                                    Class P

      evidencing a percentage interest in the Class P Prepayment Charges

        Mortgage Asset Securitization Transactions, Inc., as Depositor

      This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Master Servicer, the Trust
Administrator, the Trustee or the Custodian referred to below or any of their
respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.

      This certifies that [_______________] is the registered owner of the
Percentage Interest evidenced by this Certificate in the Class P Prepayment
Charges with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the date specified above (the "Agreement") among the
Depositor, UBS Real Estate Securities Inc., as transferor (the "Transferor"),
Wells Fargo Bank, N.A., as master servicer (in such capacity, the "Master
Servicer") and as trust administrator (in such capacity, the "Trust
Administrator") and The Bank of New York, as trustee (the "Trustee").
Distributions on this Certificate will be made from Class P Prepayment Charges
pursuant to the terms of the Agreement. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

      No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state


                                    D-2-3
<PAGE>

securities laws or is exempt from the registration requirements under said Act
and such laws. In the event that a transfer is to be made in reliance upon an
exemption from the Securities Act and such laws, in order to assure compliance
with the Securities Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trust Administrator in writing the facts surrounding the
transfer or there shall be delivered to the Trust Administrator at the expense
of the transferor an Opinion of Counsel addressed to the Trust Administrator
that such transfer may be made pursuant to an exemption from the Securities
Act. The Holder hereof desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trust Administrator, the Trustee, the Master Servicer
and the Depositor against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.

      No transfer of an ERISA-Restricted Certificate shall be made unless the
Trust Administrator shall have received either (i) a representation letter
from the transferee of such ERISA-Restricted Certificate, acceptable to and in
form and substance satisfactory to the Trust Administrator, to the effect that
such transferee is not an employee benefit plan or arrangement subject to
Section 406 of ERISA or Section 4975 of the Code or an entity whose underlying
assets include such plan's or arrangement's assets (a "Plan"), or a person
acquiring such Certificate for, on behalf of or with the assets of, such Plan
which representation letter shall not be an expense of the Trust Administrator
or the Trust Fund, (ii) if the purchaser is an insurance company and the
ERISA-Restricted Certificate has been the subject of an ERISA-Qualifying
Underwriting, a representation that the purchaser is an insurance company
which is purchasing such Certificates with funds contained in an "insurance
company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the
purchase and holding of such Certificate are covered under Sections I and III
of PTCE 95-60 or (iii) in the case of any such ERISA-Restricted Certificate
presented for registration in the name of a Plan or a person acquiring such
Certificate for, on behalf of or with the assets of, such a Plan (a "Benefit
Plan Investor"), an Opinion of Counsel satisfactory to the Trust Administrator
to the effect that the purchase or holding of such Certificate will not result
in prohibited transactions under Section 406 of ERISA and/or Section 4975 of
the Code and will not subject the Trustee, the Transferor, the Depositor, the
Master Servicer or the Trust Administrator to any obligation in addition to
those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of such parties. In the event the representations referred to in the
preceding sentence are not furnished, such representation shall be deemed to
have been made to the Trust Administrator by the transferee's acceptance of an
ERISA-Restricted Certificate or by any beneficial owner who purchases an
interest in this certificate in book-entry form. In the event that a
representation is violated, or any attempt to transfer an ERISA-Restricted
Certificate to a Benefit Plan Investor is attempted without the delivery to
the Trust Administrator of the Opinion of Counsel described above, the
attempted transfer or acquisition of this certificate shall be void and of no
effect.

      Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.


                                    D-2-4
<PAGE>

      This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.


                                    D-2-5
<PAGE>

      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate
to be duly executed.

Dated: February__, 2007

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



                                              By: ____________________________

Countersigned:
By:  ___________________________
     Authorized Signatory of
     WELLS FARGO BANK, N.A.,
     as Trust Administrator


                                    D-2-6
<PAGE>

                                  EXHIBIT D-3

                         (FORM OF CLASS R CERTIFICATE)

THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON UNITED STATES PERSON.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE"). TRANSFERS OF THIS CERTIFICATE TO ANY PERSON
WHO IS NOT A PERMITTED TRANSFEREE, AS SET FORTH IN SECTION 5.02(C) OF THE
AGREEMENT IS PROHIBITED.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

THIS ERISA-RESTRICTED CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE
TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR (I) A
REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE CODE OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE SUCH PLAN'S OR ARRANGEMENT'S ASSETS (A "PLAN")
OR A PERSON ACQUIRING THE CERTIFICATE FOR, ON BEHALF OF OR WITH THE ASSETS OF
SUCH PLAN (A "BENEFIT PLAN INVESTOR") OR (II) IF THE TRANSFEREE IS AN
INSURANCE COMPANY AND THE CERTIFICATE HAS BEEN THE SUBJECT OF AN
ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR (III) AN OPINION OF COUNSEL
IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. IN THE
EVENT THE REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT
FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUST
ADMINISTRATOR BY THE TRANSFEREE'S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY
BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IN BOOK-ENTRY
FORM. IN THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO
TRANSFER THIS CERTIFICATE TO A BENEFIT PLAN INVESTOR IS ATTEMPTED WITHOUT THE
DELIVERY TO THE TRUST ADMINISTRATOR OF THE OPINION OF COUNSEL DESCRIBED ABOVE,
THE ATTEMPTED TRANSFER OR ACQUISITION OF THIS CERTIFICATE SHALL BE VOID AND OF
NO EFFECT.

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE


                                    D-3-1
<PAGE>

TRUST ADMINISTRATOR THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR
ANY POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A
COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX
IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE
TAX IMPOSED BY SECTION 511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN
SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING
CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A "DISQUALIFIED
ORGANIZATION") OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO
PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND
(II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF
A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO
LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF
THIS CERTIFICATE.


                                    D-3-2
<PAGE>

Certificate No.:                                            [1]

Cut off Date:                                               February 1, 2007

First Distribution Date:                                    March 26, 2007

Last Scheduled Distribution Date:                           March 25, 2037

Aggregate Percentage Interest of the Class

R Certificates as of the Issue Date:                        100.00%

CUSIP:                                                      [____________]


               MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                       TBW MORTGAGE-BACKED TRUST 2007-1
               Mortgage Pass Through Certificates, Series 2007-1

                                    Class R

            evidencing a percentage interest in the distributions allocable to
            the Certificates of the above referenced Class with respect to a
            Trust Fund consisting primarily of fixed- and adjustable-rate
            mortgage loans (the "Mortgage Loans") secured by first liens on
            one to four family residential properties

        Mortgage Asset Securitization Transactions, Inc., as Depositor

      This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Transferor, the Master Servicer,
the Trust Administrator, the Custodian or the Trustee referred to below or any
of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.

      This certifies that [___________] is the registered owner of the
Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust Fund consisting primarily of the
Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc.
(the "Depositor"). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among the Depositor, UBS Real Estate Securities Inc., as
transferor (the "Transferor"), Wells Fargo Bank, N.A., as master servicer (in
such capacity, the "Master Servicer") and as trust administrator (in such
capacity, the "Trust Administrator") and The Bank of New York, as trustee (the
"Trustee"). Distributions on this Certificate will be made primarily from
collections on the applicable Mortgage Loans pursuant to the terms of the
Agreement. To the extent not defined herein, the


                                    D-3-3
<PAGE>

capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

      Any distribution of the proceeds of any remaining assets of the Trust
Fund will be made only upon presentment and surrender of this Class R
Certificate at the Corporate Trust Office of the Trust Administrator.

      Prior to registration of any transfer, sale or other disposition of this
Certificate, the proposed transferee shall provide to the Trust Administrator
(i) an affidavit to the effect that such transferee is any Person other than a
Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as a
residual interest in a REMIC, (B) it will include in its income a pro rata
share of the net income of the Trust Fund and that such income may be an
"excess inclusion," as defined in the Code, that, with certain exceptions,
cannot be offset by other losses or benefits from any tax exemption, and (C)
it expects to have the financial means to satisfy all of its tax obligations
including those relating to holding the Class R Certificates. Notwithstanding
the registration in the Certificate Register of any transfer, sale or other
disposition of this Certificate to a Disqualified Organization or an agent
(including a broker, nominee or middleman) of a Disqualified Organization,
such registration shall be deemed to be of no legal force or effect whatsoever
and such Person shall not be deemed to be a Certificateholder for any purpose,
including, but not limited to, the receipt of distributions in respect of this
Certificate.

      The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have consented to the provisions of Section 5.02 of the Agreement
and to any amendment of the Agreement deemed necessary by counsel of the
Depositor to ensure that the transfer of this Certificate to any Person other
than a Permitted Transferee or any other Person will not cause the Trust Fund
to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.

      No transfer of an ERISA-Restricted Certificate shall be made unless the
Trust Administrator shall have received either (i) a representation letter
from the transferee of such ERISA-Restricted Certificate, acceptable to and in
form and substance satisfactory to the Trust Administrator, to the effect that
such transferee is not an employee benefit plan or arrangement subject to
Section 406 of ERISA or Section 4975 of the Code or an entity whose underlying
assets include such plan's or arrangement's assets (a "Plan"), or a person
acquiring such Certificate for, on behalf of or with the assets of, such Plan
which representation letter shall not be an expense of the Trust Administrator
or the Trust Fund, (ii) if the purchaser is an insurance company and the
ERISA-Restricted Certificate has been the subject of an ERISA-Qualifying
Underwriting, a representation that the purchaser is an insurance company
which is purchasing such Certificates with funds contained in an "insurance
company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the
purchase and holding of such Certificate are covered under Sections I and III
of PTCE 95-60 or (iii) in the case of any such ERISA-Restricted Certificate
presented for registration in the name of a Plan or a person acquiring such
Certificate for, on behalf of or with the assets of, such a Plan (a "Benefit
Plan Investor"), an Opinion of Counsel satisfactory to the


                                    D-3-4
<PAGE>

Trust Administrator to the effect that the purchase or holding of such
Certificate will not result in prohibited transactions under Section 406 of
ERISA and/or Section 4975 of the Code and will not subject the Trustee, the
Transferor, the Depositor, the Master Servicer or the Trust Administrator to
any obligation in addition to those undertaken in this Agreement, which
Opinion of Counsel shall not be an expense of such parties. In the event the
representations referred to in the preceding sentence are not furnished, such
representation shall be deemed to have been made to the Trust Administrator by
the transferee's acceptance of an ERISA-Restricted Certificate or by any
beneficial owner who purchases an interest in this certificate in book-entry
form. In the event that a representation is violated, or any attempt to
transfer an ERISA-Restricted Certificate to a Benefit Plan Investor is
attempted without the delivery to the Trust Administrator of the Opinion of
Counsel described above, the attempted transfer or acquisition of this
certificate shall be void and of no effect.

      Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

      This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.


                                    D-3-5
<PAGE>

      IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate
to be duly executed.

Dated: February__, 2007

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



                                              By: ___________________________

Countersigned:
By:  ___________________________
     Authorized Signatory of
     WELLS FARGO BANK, N.A.,
     as Trust Administrator


                                    D-3-6
<PAGE>

                                  EXHIBIT E-1

                                  [RESERVED]








                                    E-1-1
<PAGE>

                                  EXHIBIT E-2

                                  [RESERVED]




                                    E-2-1

<PAGE>

                                   EXHIBIT F

                       (Form of Reverse of Certificates)

               MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                       TBW MORTGAGE-BACKED TRUST 2007-1

               Mortgage Pass Through Certificates, Series 2007-1

      This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Asset Securitization Transactions, Inc. TBW
MORTGAGE-BACKED Trust 2007-1, Mortgage Pass Through Certificates, of the
Series specified on the face hereof (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust
Fund created by the Agreement.

      The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account
for payment hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.

      This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trust Administrator.

      Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following, (the "Distribution Date"), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose name this Certificate is registered at the close of business on the
applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement. For the Class A-1
and A-2 Certificates, the Record Date applicable to each Distribution Date is
the Business Day immediately preceding the related Distribution Date. For the
Class A Certificates other than the Class A-1 and A-2 Certificates, and the
Mezzanine Certificates, the Record Date applicable to each Distribution Date
is the last Business Day of the month in which the related Distribution Date
occurs.

      Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trust Administrator in writing at least five
Business Days prior to the related Record Date and such Certificateholder
shall satisfy the conditions to receive such form of payment set forth in the
Agreement, or, if not, by check mailed by first class mail to the address of
such Certificateholder appearing in the Certificate Register. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the Corporate Trust Office of
the Trust


                                     F-1
<PAGE>

Administrator or such other location specified in the notice to
Certificateholders of such final distribution.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust Administrator and the rights of the Certificateholders under the
Agreement at any time by the Transferor, the Depositor, the Master Servicer,
the Trust Administrator, the Custodian and the Trustee with the consent of the
Holders of Certificates affected by such amendment evidencing the requisite
Percentage Interest, as provided in the Agreement. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

      As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Trust Administrator upon surrender of this Certificate for
registration of transfer at the offices that the Trust Administrator
designates for such purposes, accompanied by a written instrument of transfer
in form satisfactory to the Trust Administrator and the Certificate Registrar
duly executed by the holder hereof or such holder's attorney duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust Fund will be issued to the designated transferee or transferees.

      The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

      No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.

      The Depositor, the Master Servicer, the Trust Administrator and the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Master Servicer, the Trust Administrator, the Trustee, nor
any such agent shall be affected by any notice to the contrary.

      On any Distribution Date on which the Pool Principal Balance is less
than 10% of the aggregate Cut off Date Principal Balances of the Mortgage
Loans, the Master Servicer will have the option to repurchase, in whole, from
the Trust Fund all remaining Mortgage Loans and all property acquired in
respect of the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
the later of the maturity or other


                                     F-2
<PAGE>

liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund or the disposition of all property in respect
thereof and the distribution to Certificateholders of all amounts required to
be distributed pursuant to the Agreement. In no event, however, will the trust
created by the Agreement continue beyond the expiration of 21 years from the
death of the last survivor of the descendants living at the date of the
Agreement of a certain person named in the Agreement.

      Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


                                     F-3
<PAGE>

                                  ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________________________________________________
_______________________________________________________________________________

      (Please print or typewrite name and address including postal zip code of
assignee) the Percentage Interest evidenced by the within Certificate and
hereby authorizes the transfer of registration of such Percentage Interest to
assignee on the Certificate Register of the Trust Fund.

      I (We) further direct the Trust Administrator to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:

Dated:



                                    -------------------------------------------
                                    Signature by or on behalf of assignor

                           DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
for the account of ___________________________________________, account number
______________, or, if mailed by check, to __________________________.
Statements should be mailed to ________________________________________________
_______________________________________________________________________________
______________________________________________________________________________.

      This information is provided by, ______________________________ the
assignee named above, or _____________________________________, as its agent.


                                     F-4
<PAGE>

STATE OF        )
                )ss.:
COUNTY OF       )

      On the day of __________________________, 200_ before me, a notary
public in and for said State, personally appeared ______________________,
known to me who, being by me duly sworn, did depose and say that he executed
the foregoing instrument.



                                                       ------------------------
                                                       Notary Public

[Notarial Seal]


                                     F-5
<PAGE>

                                  EXHIBIT G

                                  [RESERVED]




                                     G-1

<PAGE>

                                   EXHIBIT H

                                  [RESERVED]





                                     H-1

<PAGE>

                                   EXHIBIT I

                      FORM OF CLASS R TRANSFER AFFIDAVIT

                       TBW MORTGAGE-BACKED TRUST 2007-1

               Mortgage Asset Securitization Transactions, Inc.
                      Mortgage Pass Through Certificates
                                 Series 2007-1

STATE OF       )
               )ss.:
COUNTY OF      )

      The undersigned, being first duly sworn, deposes and says as follows:

            1. The undersigned is an officer of _______________________, the
proposed Transferee of an Ownership Interest in a Class R Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement dated as
of February 1, 2007 (the "Agreement") among Mortgage Asset Securitization
Transactions, Inc., as depositor, UBS Real Estate Securities Inc., as
transferor (the "Transferor"), Wells Fargo Bank, N.A., as master servicer (in
such capacity, the "Master Servicer") and as trust administrator (in such
capacity, the "Trust Administrator") and The Bank of New York, as trustee (the
"Trustee"). Capitalized terms used, but not defined herein or in Exhibit 1
hereto, shall have the meanings ascribed to such terms in the Agreement. The
Transferee has authorized the undersigned to make this affidavit on behalf of
the Transferee.

            2. The Transferee is, as of the date hereof, and will be, as of
the date of the Transfer, a Permitted Transferee. The Transferee is acquiring
its Ownership Interest in the Certificate either (i) for its own account or
(ii) as nominee, trustee or agent for another Person and has attached hereto
an affidavit from such Person in substantially the same form as this
affidavit. The Transferee has no knowledge that any such affidavit is false.

            3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are
Disqualified Organizations; (ii) such tax will be imposed on the transferor,
or, if such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is a Disqualified Organization, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability
for the tax if the subsequent Transferee furnished to such Person an affidavit
that such subsequent Transferee is not a Disqualified Organization and, at the
time of Transfer, such Person does not have actual knowledge that the
affidavit is false.

            4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass through entity" holding the Certificate if at any
time during the taxable year of the pass through entity a Person that is a
Disqualified Organization is the record holder of an interest in such entity.
The Transferee understands that such tax will not be imposed for any period
with respect to which the record holder furnishes to the pass through entity
an affidavit that such record holder is not a Disqualified Organization and
the pass through entity does not


                                     I-1
<PAGE>

have actual knowledge that such affidavit is false; provided, that a pass
through entity which is an "electing large partnership" under the Code will be
subject to tax in all events. (For this purpose, a "pass through entity"
includes a regulated investment company, a real estate investment trust or
common trust fund, a partnership, trust or estate, and certain cooperatives
and, except as may be provided in Treasury Regulations, persons holding
interests in pass through entities as a nominee for another Person.) The
Transferee further understands that it may incur tax liabilities with respect
to the holding of the Certificate in excess of cash flows generated thereby.

            5. The Transferee has reviewed the provisions of Section 5.02(c)
of the Agreement (attached hereto as Exhibit 2 and incorporated herein by
reference) and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by
and to abide by the provisions of Section 5.02(c) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.

            6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in
the Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trust Administrator a certificate
substantially in the form set forth as Exhibit I to the Agreement (a
"Transferor Certificate") to the effect that such Transferee has no actual
knowledge that the Person to which the Transfer is to be made is not a
Permitted Transferee.

            7. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect
to the Certificate. The Transferee historically has paid its debts as they
have become due and intends to do so in the future. The Transferee understands
that the taxable income and tax liability with respect to this Certificate
will exceed distributions with respect to the Certificate in some or all
periods and intends to pay all taxes with respect to the Certificate as they
become due.

            8. The Transferee's taxpayer identification number is __________.

            9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30) or is not a U.S. Person and has furnished the Transferor and the
Trust Administrator with a duly completed Internal Revenue Service Form W-8ECI
or any applicable successor form.

            10. The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer was to impede the assessment or collection of tax.


                                     I-2
<PAGE>

            11. The Transferee will not cause income with respect to the
Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Transferee
or any other U.S. Person.

            12. Check one of the following paragraphs:

      |_| The present value of the anticipated tax liabilities associated with
holding the Certificate, as applicable, does not exceed the sum of:

      (i)   the present value of any consideration given to the Transferee to
            acquire such Certificate;

      (ii)  the present value of the expected future distributions on such
            Certificate; and

      (iii) the present value of the anticipated tax savings associated with
            holding such Certificate as the related REMIC generates losses.

      For purposes of this calculation, (i) the Transferee is assumed to pay
tax at the highest rate currently specified in Section 11(b) of the Code (but
the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the
highest rate specified in Section 11(b) of the Code if the Transferee has been
subject to the alternative minimum tax under Section 55 of the Code in the
preceding two years and will compute its taxable income in the current taxable
year using the alternative minimum tax rate) and (ii) present values are
computed using a discount rate equal to the short-term Federal rate prescribed
by Section 1274(d) of the Code for the month of the transfer and the
compounding period used by the Transferee.

      |_| The transfer of the Certificate complies with U.S. Treasury
Regulations Sections 1.860E 1(c)(5) and (6) and, accordingly,

            (i)   the Transferee is an "eligible corporation," as defined in
                  U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
                  which income from the Certificate will only be taxed in the
                  United States;

            (ii)  at the time of the transfer, and at the close of the
                  Transferee's two fiscal years preceding the year of the
                  transfer, the Transferee had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Transferee within the meaning of U.S.
                  Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess
                  of $100 million and net assets in excess of $10 million;

            (iii) (iii) the Transferee will transfer the Certificate only to
                  another "eligible corporation," as defined in U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(i), in a transaction that
                  satisfies the requirements of U.S. Treasury Regulations
                  Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section
                  1.860E-1(c)(5); and

            (iv)  the Transferee determined the consideration paid to it to
                  acquire the Certificate based on reasonable market
                  assumptions (including, but not


                                     I-3
<PAGE>

                  limited to, borrowing and investment rates, prepayment and
                  loss assumptions, expense and reinvestment assumptions, tax
                  rates and other factors specific to the Transferee) that it
                  has determined in good faith.

      |_| None of the above.

            13. The Transferee is either: (i) not an employee benefit plan or
other retirement arrangement subject to Section 406 of ERISA and/or Section
4975 of the Code, or a person acting for, on behalf of or with the assets of,
any such plan or arrangement, (ii) if the purchaser is an insurance company,
the purchaser is an insurance company which is purchasing such Certificate
with funds contained in an "insurance company general account" (as such term
is defined in Section V(e) of Prohibited Transaction Class Exemption 95 60
("PTCE 95-60")) and the purchase and holding of such Certificate is covered
under Sections I and III of PTCE 95 60, or (iii) the Transferee has delivered
to the Trust Administrator an Opinion of Counsel satisfactory to the Trust
Administrator to the effect that the purchase or holding of such Certificate
will not result in prohibited transactions under Section 406 of ERISA and/or
Section 4975 of the Code and will not subject the Trustee, the Transferor, the
Depositor, the Master Servicer or the Trust Administrator to any obligation in
addition to those undertaken in the Agreement, which Opinion of Counsel shall
not be an expense of such parties or the Trust Fund.

                                     * * *

      IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by
its duly authorized officer and its corporate seal to be hereunto affixed,
duly attested, this ____________ day of __________________, 200_.



                                          ------------------------------------
                                          PRINT NAME OF TRANSFEREE



                                          By: ________________________________
                                          Name:
                                          Title:

[Corporate Seal]


                                     I-4
<PAGE>

ATTEST:

-----------------------------------------------
[Assistant] Secretary

      Personally appeared before me the above named _______, known or proved
to me to be the same person who executed the foregoing instrument and to be
the __________ of the Transferee, and acknowledged that he executed the same
as his free act and deed and the free act and deed of the Transferee.

      Subscribed and sworn before me this ______ day of _______, 200_.



                                   -----------------------------------------
                                   NOTARY PUBLIC



                                   My Commission expires the ______ day of
                                   ________________, 200_.


                                     I-5
<PAGE>

                                   EXHIBIT 1
                                 to EXHIBIT I

                              Certain Definitions

      "Disqualified Organization": A Person specified in clauses (i)-(iv) of
the definition of "Permitted Transferee."

      "Ownership Interest": As to any Residual Certificate, any ownership
interest in such Certificate, including any interest in such Certificate as
the Holder thereof and any other interest therein, whether direct or indirect,
legal or beneficial.

      "Permitted Transferee": Any person other than (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality of
any of the foregoing, (ii) a foreign government, International Organization or
any agency or instrumentality of either of the foregoing, (iii) an
organization (except certain farmers' cooperatives described in Section 521 of
the Code) which is exempt from tax imposed by Chapter 1 of the Code (including
the tax imposed by Section 511 of the Code on unrelated business taxable
income) on any excess inclusions (as defined in Section 860E(c)(l) of the
Code) with respect to any Residual Certificate, (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) a
Person that is not a citizen or resident of the United States, a corporation,
partnership (except as provided in applicable Treasury Regulations), or other
entity created or organized in or under the laws of the United States or any
state thereof or the District of Columbia, an estate whose income is subject
to United States federal income tax purposes regardless of its source or a
trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more persons
described in this clause (v) have the authority to control all substantial
decisions of the trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on September 20, 1996 which are
eligible to elect to be treated as United States persons) unless such Person
has furnished the transferor and the Trust Administrator with a duly completed
Internal Revenue Service Form W-8ECI or any applicable successor form, (vi)
any Person with respect to whom income on any residual certificate is
attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable treaty, of such Person or any other U.S. Person and
(vii) any other Person so designated by the Depositor based upon an Opinion of
Counsel that the Transfer of an Ownership Interest in a Residual Certificate
to such Person may cause a REMIC hereunder to fail to qualify as a REMIC at
any time that the Certificates are outstanding. The terms "United States,"
"State" and "International Organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions. A corporation will not be
treated as an instrumentality of the United States or of any State or
political subdivision thereof for these purposes if all of its activities are
subject to tax and, with the exception of the Freddie Mac, a majority of its
board of directors is not selected by such government unit.

      "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.


                                     I-6
<PAGE>

      "Transfer": Any direct or indirect transfer or sale of any Ownership
Interest in a Residual Certificate.

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


                                     I-7
<PAGE>

                                   EXHIBIT 2
                                 to EXHIBIT I

      Each Person who has or who acquires any Ownership Interest in a Residual
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions, and the
rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:

      (i) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall promptly notify
the Trust Administrator of any change or impending change in its status as a
Permitted Transferee.

      (ii) No Ownership Interest in a Residual Certificate may be registered
on the Closing Date or thereafter transferred, and the Trust Administrator
shall not register the Transfer of any Residual Certificate unless, in
addition to the certificates required to be delivered to the Trust
Administrator under subparagraph (b) above, the Trust Administrator shall have
been furnished with an affidavit (a "Transfer Affidavit") of the initial owner
or the proposed transferee in the form attached hereto as Exhibit I.

      (iii) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall agree (A) to obtain a Transfer Affidavit from any
other Person to whom such Person attempts to Transfer its Ownership Interest
in a Residual Certificate, (B) to obtain a Transfer Affidavit from any Person
for whom such Person is acting as nominee, trustee or agent in connection with
any Transfer of a Residual Certificate and (C) not to Transfer its Ownership
Interest in a Residual Certificate or to cause the Transfer of an Ownership
Interest in a Residual Certificate to any other Person if it has actual
knowledge that such Person is not a Permitted Transferee.

      (iv) Any attempted or purported Transfer of any Ownership Interest in a
Residual Certificate in violation of the provisions of this Section 5.02(c)
shall be absolutely null and void and shall vest no rights in the purported
Transferee. If any purported transferee shall become a Holder of a Residual
Certificate in violation of the provisions of this Section 5.02(c), then the
last preceding Permitted Transferee shall be restored to all rights as Holder
thereof retroactive to the date of registration of Transfer of such Residual
Certificate. The Trust Administrator shall be under no liability to any Person
for any registration of Transfer of a Residual Certificate that is in fact not
permitted by Section 5.02(b) and this Section 5.02(c) or for making any
payments due on such Certificate to the Holder thereof or taking any other
action with respect to such Holder under the provisions of this Agreement so
long as the Transfer was registered after receipt of the related Transfer
Affidavit, Transferor Certificate and either the Rule 144A Letter or the
Investment Letter. The Trust Administrator shall be entitled but not obligated
to recover from any Holder of a Residual Certificate that was in fact not a
Permitted Transferee at the time it became a Holder or, at such subsequent
time as it became other than a Permitted Transferee, all payments made on such
Residual Certificate at and after either such time. Any such payments so
recovered by the Trust Administrator shall be paid and delivered by the Trust
Administrator to the last preceding Permitted Transferee of such Certificate.


                                     I-8
<PAGE>

      (v) The Depositor shall use its best efforts to make available, upon
receipt of written request from the Trust Administrator, all information
necessary to compute any tax imposed under Section 860E(e) of the Code as a
result of a Transfer of an Ownership Interest in a Residual Certificate to any
Holder who is not a Permitted Transferee described in clauses (i) through (iv)
of the definition thereof.

      The restrictions on Transfers of a Residual Certificate set forth in
this Section 5.02(c) shall cease to apply (and the applicable portions of the
legend on a Residual Certificate may be deleted) with respect to Transfers
occurring after delivery to the Trust Administrator of an Opinion of Counsel,
which Opinion of Counsel shall not be an expense of the Trust Fund, the
Trustee, the Loan Seller, the Transferors, the Master Servicer or the Trust
Administrator, to the effect that the elimination of such restrictions will
not cause a REMIC hereunder to fail to qualify as a REMIC at any time that the
Certificates are outstanding or result in the imposition of any tax on the
Trust Fund, a Certificateholder or another Person. Each Person holding or
acquiring any Ownership Interest in a Residual Certificate hereby consents to
any amendment of this Agreement which, based on an Opinion of Counsel
furnished to the Trust Administrator, is reasonably necessary (a) to ensure
that the record ownership of, or any beneficial interest in, a Residual
Certificate is not transferred, directly or indirectly, to a Person that is
not a Permitted Transferee and (b) to provide for a means to compel the
Transfer of a Residual Certificate which is held by a Person that is not a
Permitted Transferee to a Holder that is a Permitted Transferee.


                                     I-9
<PAGE>

                                   EXHIBIT J

                        FORM OF TRANSFEROR CERTIFICATE

                                                         _____________________
                                                         Date


Mortgage Asset Securitization Transactions, Inc.
1285 Avenue of the Americas
New York, New York 10019

Wells Fargo Bank, N.A., as trust administrator
Sixth Street and Marquette Avenue
Minneapolis, Minnesota  55479

Attention:


            Re:   Mortgage Asset Securitization Transactions, Inc., TBW
                  Mortgage-Backed Trust 2007-1, Mortgage Pass Through
                  Certificates, Series 2007-1, Class R

Ladies and Gentlemen:

      In connection with our disposition of the above Certificates we certify
that (a) we have not offered or sold any Certificates to, or solicited offers
to buy any Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, in a manner that would be
deemed, or taken any other action which would result in, a violation of
Section 5 of the Securities Act of 1933, as amended and (b) to the extent we
are disposing of a Class R Certificate, (i) we have no knowledge the
Transferee is not a Permitted Transferee, (ii) after conducting a reasonable
investigation of the financial condition of the Transferee, we have no reason
to believe that the Transferee will not pay taxes with respect to the Class R
Certificate when due, and (iii) we have no reason to believe that the
statements made in paragraphs 7, 10 and 11 of the Transferee's Transfer
Affidavit are false.

                                           Very truly yours,



                                           -----------------------------------
                                           Print Name of Transferor



                                           By: _______________________________
                                           Authorized Officer


                                     J-1
<PAGE>

                                   EXHIBIT K

                   FORM OF INVESTMENT LETTER (NON RULE 144A)

                                                         _____________________
                                                         Date


Mortgage Asset Securitization Transactions, Inc.
1285 Avenue of the Americas
New York, New York 10019

Wells Fargo Bank, N.A., as trust administrator
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479

Attention:


      Re:   Mortgage Asset Securitization Transactions, Inc., TBW
            Mortgage-Backed Trust 2007-1, Mortgage Pass Through Certificates,
            Series 2007-1, Class [__________]

Ladies and Gentlemen:

      In connection with our acquisition of the above Certificates we certify
that (a) we understand that the Certificates 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 Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) in the case of an ERISA-Restricted Certificate,
either (i) we are not an employee benefit plan or other retirement arrangement
subject to Section 406 of ERISA and/or Section 4975 of the Code, or a person
acting for, on behalf of or with the assets of, any such plan or arrangement,
(ii) in the case of an ERISA-Restricted Certificate which is the subject of an
ERISA Qualifying Underwriting, if we are an insurance company, we are an
insurance company that is purchasing such Certificates with funds contained in
an "insurance company general account" (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption ("PTCE") 95-60) and the
purchase and holding of such Certificates are covered under Sections I and III
of PTCE 95-60 or (iii) we have provided the Trust Administrator with a
satisfactory Opinion of Counsel as required in the Agreement to the effect
that the purchase or holding of such ERISA-Restricted Certificate will not
result in prohibited transactions under Section 406 of ERISA and/or Section
4975 of the Code and will not subject the Trustee, the Transferor, the
Depositor, the Master Servicer or the Trust Administrator to any obligation in
addition to those undertaken in the Agreement, (e) in the case of an
ERISA-Restricted Cap Certificate, either (i) we are neither a Plan nor a
person acting on behalf of any such Plan or using the assets of any such Plan
to effect such transfer or (ii) the acquisition and holding of the
ERISA-Restricted


                                     K-1
<PAGE>

Swap Certificate are eligible for exemptive relief under the statutory
exemption for nonfiduciary service providers under Section 408(b)(17) of ERISA
and Section 4975(d)(20) of the Code, PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE
95-60 or PTCE 96-23 or some other applicable exemption, (f) we are acquiring
the Certificates for investment for our own account and not with a view to any
distribution of such Certificates (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificates in accordance with
clause (j) below), (g) we are acquiring the Certificates for investment for
our own account and not with a view to any distribution of such Certificates
(but without prejudice to our right at all times to sell or otherwise dispose
of the Certificates in accordance with clause (j) below), (h) we have not
offered or sold any Certificates to, or solicited offers to buy any
Certificates 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 (i) we will not sell, transfer or
otherwise dispose of any Certificates 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 Certificate 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 Pooling and Servicing Agreement.

                                          Very truly yours,



                                          -------------------------------------
                                          Print Name of Transferor



                                          By: _________________________________
                                          Authorized Officer


                                     K-2
<PAGE>

                                   EXHIBIT L

                           FORM OF RULE 144A LETTER

                                                         _____________________
                                                         Date


Mortgage Asset Securitization Transactions, Inc.
1285 Avenue of the Americas
New York, New York 10019

Wells Fargo Bank, N.A., as trust administrator
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479

Attention:

            Re:   Mortgage Asset Securitization Transactions, Inc., TBW
                  Mortgage-Backed Trust 2007-1, Mortgage Pass Through
                  Certificates, Series 2007-1, Class [_______________]

Ladies and Gentlemen:

      In connection with our acquisition of the above Certificates we certify
that (a) we understand that the Certificates 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 have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) in the case of an ERISA-Restricted Certificate,
either (i) we are not an employee benefit plan or other retirement arrangement
subject to Section 406 of ERISA and/or Section 4975 of the Code, or a person
acting for, on behalf of or with the assets of, any such plan or arrangement,
(ii) in the case of an ERISA-Restricted Certificate which is the subject of an
ERISA Qualifying Underwriting, if we are an insurance company, we are an
insurance company that is purchasing such Certificates with funds contained in
an "insurance company general account" (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption ("PTCE") 95 60) and that the
purchase and holding of such Certificates are covered under Sections I and III
of PTCE 95 60 or (iii) we have provided the Trust Administrator with a
satisfactory Opinion of Counsel as required in the Agreement to the effect
that the purchase or holding of such ERISA-Restricted Certificate will not
result in prohibited transactions under Section 406 of ERISA and/or Section
4975 of the Code and will not subject the Trustee, the Transferor, the
Depositor, the Master Servicer or the Trust Administrator to any obligation in
addition to those undertaken in the Agreement, (e) in the case of an
ERISA-Restricted Cap Certificate, either (i) we are neither a Plan nor a
person acting on behalf of any such Plan or using the assets of any such Plan
to effect such transfer or (ii) the acquisition and holding of the


                                     L-1
<PAGE>

ERISA-Restricted Swap Certificate are eligible for exemptive relief under the
statutory exemption for nonfiduciary service providers under Section
408(b)(17) of ERISA and Section 4975(d)(20) of the Code, PTCE 84-14, PTCE
90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23 or some other applicable exemption,
(f) we have not, nor has anyone acting on our behalf offered, transferred,
pledged, sold or otherwise disposed of the Certificates, any interest in the
Certificates or any other similar security to, or solicited any offer to buy
or accept a transfer, pledge or other disposition of the Certificates, any
interest in the Certificates or any other similar security from, or otherwise
approached or negotiated with respect to the Certificates, any interest in the
Certificates 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
Certificates under the Securities Act or that would render the disposition of
the Certificates a violation of Section 5 of the Securities Act or require
registration pursuant thereto, nor will act, nor has authorized or will
authorize any person to act, in such manner with respect to the Certificates
and (g) we are a "qualified institutional buyer" as that term is defined in
Rule 144A under the Securities Act and have completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. We are
aware that the sale to us is being made in reliance on Rule 144A. We are
acquiring the Certificates for our own account or for resale pursuant to Rule
144A and further, understand that such Certificates 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 Securities Act.


                                     L-2
<PAGE>

                                    ANNEX 1
                                 to EXHIBIT L

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         (For Transferees Other Than Registered Investment Companies)

      The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

      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, as amended ("Rule 144A") because (i) the Buyer owned and/or
invested on a discretionary basis either at least $100,000 in securities or,
if Buyer is a dealer, Buyer must own and/or invest on a discretionary basis at
least $10,000,000 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.

o 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 of 1986, as amended.

o 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 $25,000,000 as demonstrated in its latest annual financial statements, a
copy of which is attached hereto.

o 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, a
copy of which is attached hereto.

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

o 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,
territory or the District of Columbia.


                                     L-3
<PAGE>

o 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.

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

o Investment Advisor. The Buyer is an investment advisor registered under the
Investment Advisors Act of 1940.

o Small Business Investment Company. 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.

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

      3. The term "securities" as used herein does not include (i) securities
of issuers 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) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) securities owned
but subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.

      4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the 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, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence
applies, the securities may be valued at market. 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, as amended.

      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.

      6. Until the date of purchase of the Rule 144A Securities, 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 the Certificates will constitute a reaffirmation of
this certification as of the date of such purchase. In addition, if the


                                     L-4
<PAGE>

Buyer is a bank or savings and loan is provided above, the Buyer agrees that
it will furnish to such parties updated annual financial statements promptly
after they become available.




                                       Print Name of Buyer



                                       By:
                                          ------------------------------------
                                           Name:
                                           Title:
                                           Date:


                                     L-5
<PAGE>

                                    ANNEX 2
                                 to EXHIBIT L

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          (For Transferees That are Registered Investment Companies)

      The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

      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, as amended ("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, as
amended 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, except (i) where the Buyer or the Buyer's Family of
Investment Companies reports its securities holdings in its financial
statements on the basis of their market value, and (ii) no current information
with respect to the cost of those securities has been published. If clause
(ii) in the preceding sentence applies, the securities may be valued at
market.

      ___ 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 issuers that are affiliated with the Buyer or are part of the Buyer's
Family of Investment Companies, (ii) securities issued or guaranteed by the
U.S. or any instrumentality thereof, (iii) bank deposit notes and certificates
of deposit, (iv) loan participations, (v) repurchase agreements, (vi)
securities


                                     L-6
<PAGE>

owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

      5. The Buyer is familiar with Rule 144A and understands that the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates 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. Until the date of purchase of the Certificates, the undersigned will
notify the parties listed in the Rule 144A Transferee Certificate to which
this certification relates of any changes in the information and conclusions
herein. Until such notice is given, the Buyer's purchase of the Certificates
will constitute a reaffirmation of this certification by the undersigned as of
the date of such purchase.



                                     ------------------------------------------
                                     Print Name of Buyer or Adviser



                                     By:
                                        ---------------------------------------
                                         Name:
                                         Title:



                                     IF AN ADVISER:



                                     ------------------------------------------
                                     Print Name of Buyer



                                     Date:


                                     L-7
<PAGE>

                                   EXHIBIT M

                   FORM OF REQUEST FOR RELEASE OF DOCUMENTS


To:      Colonial Bank, N.A.
         201 East Pine Street,
         Suite 730,
         Orlando, Florida, 32801

         Attn:   Document Custodian--TBW Series 2007-1



            Re:   Custodial Agreement, dated as of February 1, 2007, among The
                  Bank of New York, as Trustee, Wells Fargo Bank, N.A., as
                  Trust Administrator and Colonial Bank, N.A., as Custodian.

            In connection with the administration of the Mortgage Loans held
by you as the Custodian on behalf of the Trustee, we request the release, and
acknowledge receipt, of the (Custodial File/[specify documents]) for the
Mortgage Loan described below, for the reason indicated.

Mortgagor's Name Address & Zip Code:
------------------------------------



Mortgage Loan Number:
---------------------



Reason for Requesting Documents (check one)
-------------------------------

____  1. Mortgage Loan Paid in Full. (The Trust Administrator, the Master
      Servicer or Servicer hereby certifies that all amounts received in
      connection therewith have been credited to the account of the Trust
      Administrator, the Master Servicer or Servicer.)

____  2. Mortgage Loan Liquidated By ____________________________ (The Trust
      Administrator, the Master Servicer or Servicer hereby certifies that all
      proceeds of foreclosure, insurance, condemnation or other liquidation
      have been finally received and credited to the account of the Trust
      Administrator, the Master Servicer or Servicer.)

____  3. Mortgage Loan in Foreclosure

____  4. Other (explain) _______________________________

            If box 1 or 2 above is checked, and if all or part of the
Custodial File was previously released to us, please release to us our
previous request and receipt on file with you, as well as any additional
documents in your possession relating to the specified Mortgage Loan.

            If box 3 or 4 above is checked, upon our return of all of the
above documents to you as the Custodian, please acknowledge your receipt by
signing in the space indicated below, and returning this form.

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



                                    By: ____________________________
                                    Name:
                                    Title:



                                    Date:_____



                                    Or

                                    ----------------------------,
                                    as [Servicer] [Master Servicer]



                                    By: ____________________________
                                       -
                                    Name:
                                    Title:



                                    Date:

Acknowledgment of Documents returned to the Custodian:

                                    COLONIAL BANK, N.A.,
                                    as Custodian



                                    By: ____________________________
                                    Name:
                                    Title:



                                    Date:


                                      2
<PAGE>

                                   EXHIBIT N

                     FORM OF SARBANES-OXLEY CERTIFICATION

                                  5. [DATE]


Mortgage Asset Securitization Transactions, Inc.
1285 Avenue of the Americas,
New York, New York 10019
Attention: General Counsel

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045




            Re:   TBW Mortgage-Backed Trust, Series 2007-1

      I, [identify the certifying individual], certify that:

1. I have reviewed the report on Form 10-K and all reports on Form 10-D
required to be filed in respect of the period covered by this report on Form
10-K of TBW Mortgage-Backed Trust, Series 2007-1 (the "Exchange Act periodic
reports");

2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole,
do not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect to the period covered by this report;

3. Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period covered by
this report is included in the Exchange Act periodic reports;

4. [I am responsible for reviewing the activities performed by the servicer(s)
and based on my knowledge and the compliance review(s) conducted in preparing
the servicer compliance statement(s) required in this report under Item 1123
of Regulation AB, and except as disclosed in the Exchange Act periodic
reports, the servicer(s) [has/have] fulfilled [its/their] obligations under
the servicing agreement(s) in all material respects; and]

5. All of the reports on assessment of compliance with servicing criteria for
ABS and their related attestation reports on assessment of compliance with
servicing criteria for asset-backed securities required to be included in this
report in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 have been included as an exhibit to this report, except as
otherwise disclosed in this report. Any material instances of noncompliance
described in such reports have been disclosed in this report on Form 10-K.


                                     N-1
<PAGE>

[In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties [name of servicer,
sub-servicer, co-servicer, depositor or trustee].]

Date:
     ---------------------------------------







                                                         ----------------------
                                                         [Signature]
                                                         [Title]


                                     N-2
<PAGE>

                                   EXHIBIT O

                             Form of Cap Contract

                           (Available Upon Request)




                                     O-1

<PAGE>

                                   EXHIBIT P





                                  [RESERVED]



                                     P-1


<PAGE>

                                   EXHIBIT Q

                       FORM OF ASSESSMENT OF COMPLIANCE

                    TBW Mortgage-Backed Trust (the "Trust")
                      Mortgage Pass-Through Certificates
                                 Series 2007-1

      I, [name of certifying individual], a duly elected and acting officer of
[__________________________] (the "Assessing Party"), certify pursuant to
Section 3.22 of the Pooling and Servicing Agreement to the Depositor, [the
Trust Administrator] and each Person, if any, who "controls" the Depositor [or
the Trust Administrator] within the meaning of the Securities Act of 1933, as
amended, and their respective officers and directors, with respect to the
calendar year immediately preceding the date of this Certificate (the
"Relevant Year"), as follows:

      1. I am responsible for assessing compliance with the Servicing Criteria
applicable to the Assessing Party during the Relevant Year. For purposes of
this assessment, I have used the Servicing Criteria as set for in Item 1122 of
Regulation AB.

      2. Based on my knowledge, the Assessing Party was in compliance with the
Servicing Criteria applicable to the Assessing Party during the Relevant Year
other than [state any material instance of noncompliance with respect thereto
during such period]. This assessment is based on the activities the Assessing
Party performs with respect to asset-backed securities transactions taken as a
whole involving the Assessing Party, that are backed by the same asset type as
the related Loans serviced by it.

      3. Based on the activities the Assessing Party performs with respect to
asset-backed securities transactions taken as a whole involving the Assessing
Party, that are backed by the same asset type as the related Mortgage Loans
serviced by it, the following Servicing Criteria are not applicable to the
Assessing Party: [____________].


                                     Q-1
<PAGE>

      4. A registered public accounting firm has issued an attestation report
on the Assessing Party's assessment of compliance for the period consisting of
Relevant Year.

      Capitalized terms used but not defined herein have the meanings assigned
in the pooling and servicing agreement dated as of February 1, 2007 (the
"Pooling and Servicing Agreement") among Mortgage Asset Securitization
Transactions, Inc., as depositor, UBS Real Estate Securities Inc., as
transferor, Wells Fargo Bank, N.A., as master servicer and as trust
administrator and The Bank of New York, as trustee.



                                    [__________________],
                                    as Assessing Party



                                    By:
                                       ----------------------------------------
                                        [Name]
                                        [Title]
                                        [Date]


                                     Q-2
<PAGE>

                                   EXHIBIT R

                                  [RESERVED]








                                     R-1
<PAGE>

                                   EXHIBIT S

                     ADDITIONAL DISCLOSURE NOTIFICATION*



[Wells Fargo Bank, N.A., as Trust Administrator
Old Annapolis Road
Columbia, Maryland 21045
Attn:  Corporate Trust Services-  TBW MORTGAGE-BACKED  TRUST 2007-1--SEC
       REPORT PROCESSING]

[Mortgage Asset Securitization Transactions, Inc.
1285 Avenue of the Americas
New York, NY 10019]

RE:  Additional Form [10-D][10-K][8-K] Disclosure Required


Ladies and Gentlemen:

In accordance with Section [ ] of the Pooling and Servicing Agreement, dated
as of February 1, 2007, among Mortgage Asset Securitization Transactions,
Inc., as Depositor, UBS Real Estate Securities Inc., as Transferor, Wells
Fargo Bank, N.A., as Master Servicer and as Trust Administrator and The Bank
of New York, as Trustee, the undersigned, as [ ], hereby notifies you that
certain events have come to our attention that [will] [may] need to be
disclosed on Form [10-D][10-K][8-K].

Description of Additional Form [10-D][10-K][8-K] Disclosure:
-----------------------------------------------------------



List of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:

      Any inquiries related to this notification should be directed to [ ],
      phone number: [ ]; email address: [ ].



                                         [NAME OF PARTY],
                                         as [role]



                                         By:
                                            ----------------------------------
                                             Name:
                                             Title:


                                     S-1
<PAGE>


                                                     EXHIBIT T

                                          Additional Form 10-D Disclosure

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                 ADDITIONAL FORM 10-D DISCLOSURE
-----------------------------------------------------------------------------------------------------------------------------------
                              Item on Form 10-D                                                 Party Responsible
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>
                        Item 1: Distribution and Pool
                           Performance Information
-----------------------------------------------------------------------------------------------------------------------------------
Information included in the [Monthly Statement]                                                  Master Servicer
                                                                                                    Servicer
                                                                                               Trust Administrator
-----------------------------------------------------------------------------------------------------------------------------------
Any information required by 1121 which is NOT included on the [Monthly                              Depositor
Statement]
-----------------------------------------------------------------------------------------------------------------------------------
                          Item 2: Legal Proceedings

Any legal proceeding pending against the following entities or their
respective property, that is material to Certificateholders, including any
proceeding known to be contemplated by governmental authorities:
-----------------------------------------------------------------------------------------------------------------------------------
o Issuing Entity (Trust Fund)                                                   Trustee, Master Servicer, Trust Administrator and
                                                                                                    Depositor
-----------------------------------------------------------------------------------------------------------------------------------
o Sponsor (Seller)                                                               Seller (if a party to the Pooling and Servicing
                                                                                             Agreement) or Depositor
-----------------------------------------------------------------------------------------------------------------------------------
o Depositor                                                                                         Depositor
-----------------------------------------------------------------------------------------------------------------------------------
o Trustee                                                                                            Trustee
-----------------------------------------------------------------------------------------------------------------------------------
o Trust Administrator                                                                          Trust Administrator
-----------------------------------------------------------------------------------------------------------------------------------
o Master Servicer                                                                                Master Servicer
-----------------------------------------------------------------------------------------------------------------------------------
o Custodian                                                                                         Custodian
-----------------------------------------------------------------------------------------------------------------------------------
o 1110(b) Originator                                                                                Depositor
-----------------------------------------------------------------------------------------------------------------------------------
o Any 1108(a)(2) Servicer (other than the Master Servicer or Trust                                  Servicer
Administrator)
-----------------------------------------------------------------------------------------------------------------------------------
o Any other party contemplated by 1100(d)(1)                                                        Depositor
-----------------------------------------------------------------------------------------------------------------------------------
                         Item 3: Sale of Securities                                                 Depositor
                             and Use of Proceeds

Information from Item 2(a) of Part II of Form 10-Q:

With respect to any sale of securities by the sponsor, depositor or issuing
entity, that are backed by the same asset pool or are otherwise issued by
the issuing entity, whether or not registered, provide the sales and use of
proceeds information in Item 701 of Regulation S-K.  Pricing information can
be omitted if securities were not registered.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     T-1
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                 ADDITIONAL FORM 10-D DISCLOSURE
-----------------------------------------------------------------------------------------------------------------------------------
                              Item on Form 10-D                                                 Party Responsible
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>
                   Item 4: Defaults upon Senior Securities                                     Trust Administrator
                                                                                                     Trustee
Information from Item 3 of Part II of Form 10-Q:

Report the occurrence of any Event of Default (after expiration of any grace
period and provision of any required notice)
-----------------------------------------------------------------------------------------------------------------------------------
                        Item 5: Submission of Matters                                          Trust Administrator
                        to a Vote of Security Holders                                                Trustee

Information from Item 4 of Part II of Form 10-Q:
-----------------------------------------------------------------------------------------------------------------------------------
                 Item 6: Significant Obligors of Pool Assets                                        Depositor

Item 1112(b) - Significant Obligor Financial Information*
-----------------------------------------------------------------------------------------------------------------------------------
*This information need only be reported on the Form 10-D for the
distribution period in which updated information is required pursuant to the
Item.
-----------------------------------------------------------------------------------------------------------------------------------
                       Item 7: Significant Enhancement
                            Provider Information

Item 1114(b)(2) - Credit Enhancement Provider Financial Information*
-----------------------------------------------------------------------------------------------------------------------------------
o Determining applicable disclosure threshold                                                       Depositor
-----------------------------------------------------------------------------------------------------------------------------------
o Requesting required financial information (including any required                                 Depositor
accountants' consent to the use thereof) or effecting incorporation by
reference
-----------------------------------------------------------------------------------------------------------------------------------
Item 1115(b) - Derivative Counterparty Financial Information*
-----------------------------------------------------------------------------------------------------------------------------------
o Determining current maximum probable exposure                                                     Depositor
-----------------------------------------------------------------------------------------------------------------------------------
o Determining current significance percentage                                                       Depositor
-----------------------------------------------------------------------------------------------------------------------------------
o Requesting required financial information (including any required                                 Depositor
accountants' consent to the use thereof) or effecting incorporation by
reference
-----------------------------------------------------------------------------------------------------------------------------------
*This information need only be reported on the Form 10-D for the
distribution period in which updated information is required pursuant to the
Items.
-----------------------------------------------------------------------------------------------------------------------------------
                          Item 8: Other Information                             Any party responsible for the applicable Form 8-K
                                                                                                 Disclosure item
Disclose any information required to be reported on Form 8-K during the
period covered by the Form 10-D but not reported
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     T-2
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                 ADDITIONAL FORM 10-D DISCLOSURE
-----------------------------------------------------------------------------------------------------------------------------------
                              Item on Form 10-D                                                 Party Responsible
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>
                              Item 9: Exhibits
-----------------------------------------------------------------------------------------------------------------------------------
Monthly Statement to Certificateholders                                                        Trust Administrator
-----------------------------------------------------------------------------------------------------------------------------------
Exhibits required by Item 601 of Regulation S-K, such as material agreements                        Depositor
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     T-3
<PAGE>

                                                     EXHIBIT U

                                          Additional Form 10-K Disclosure

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                 ADDITIONAL FORM 10-K DISCLOSURE
-----------------------------------------------------------------------------------------------------------------------------------
                              Item on Form 10-K                                                 Party Responsible
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>
                     Item 1B: Unresolved Staff Comments                                             Depositor
-----------------------------------------------------------------------------------------------------------------------------------
                         Item 9B: Other Information                            Any party responsible for disclosure items on Form
Disclose any information required to be reported on Form 8-K during the                                8-K
fourth quarter covered by the Form 10-K but not reported
-----------------------------------------------------------------------------------------------------------------------------------
                        Item 15: Exhibits, Financial                                           Trust Administrator
                             Statement Schedules                                                    Depositor
-----------------------------------------------------------------------------------------------------------------------------------
                            Reg AB Item 1112(b):
                     Significant Obligors of Pool Assets
-----------------------------------------------------------------------------------------------------------------------------------
Significant Obligor Financial Information*                                                          Depositor
-----------------------------------------------------------------------------------------------------------------------------------
*This information need only be reported on the Form 10-K if updated
information is required pursuant to the Item.
-----------------------------------------------------------------------------------------------------------------------------------
                           Reg AB Item 1114(b)(2):
                             Credit Enhancement
                       Provider Financial Information
-----------------------------------------------------------------------------------------------------------------------------------
o Determining applicable disclosure threshold                                                       Depositor
-----------------------------------------------------------------------------------------------------------------------------------
o Requesting required financial information (including any required                                 Depositor
accountants' consent to the use thereof) or effecting incorporation by
reference
-----------------------------------------------------------------------------------------------------------------------------------
*This information need only be reported on the Form 10-K if updated
information is required pursuant to the Item.
-----------------------------------------------------------------------------------------------------------------------------------
                            Reg AB Item 1115(b):
                           Derivative Counterparty
                            Financial Information
-----------------------------------------------------------------------------------------------------------------------------------
o Determining current maximum probable exposure                                                     Depositor
-----------------------------------------------------------------------------------------------------------------------------------
o Determining current significance percentage                                                       Depositor
-----------------------------------------------------------------------------------------------------------------------------------
o Requesting required financial information (including any required                                 Depositor
accountants' consent to the use thereof) or effecting incorporation by
reference
-----------------------------------------------------------------------------------------------------------------------------------
*This information need only be reported on the Form 10-K if updated
information is required pursuant to the Item.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     U-1
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                 ADDITIONAL FORM 10-K DISCLOSURE
-----------------------------------------------------------------------------------------------------------------------------------
                              Item on Form 10-K                                                 Party Responsible
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>
                              Reg AB Item 1117:
                              Legal Proceedings
Any legal proceeding pending against the following entities or their
respective property, that is material to Certificateholders, including any
proceeding known to be contemplated by governmental authorities:
-----------------------------------------------------------------------------------------------------------------------------------
o Issuing Entity (Trust Fund)                                                   Trustee, Master Servicer, Trust Administrator and
                                                                                                    Depositor
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                 Seller (if a party to the Pooling and Servicing
o Sponsor (Seller)                                                                           Agreement) or Depositor
-----------------------------------------------------------------------------------------------------------------------------------
o Depositor                                                                                         Depositor
-----------------------------------------------------------------------------------------------------------------------------------
o Trustee                                                                                            Trustee
-----------------------------------------------------------------------------------------------------------------------------------
o Trust Administrator                                                                          Trust Administrator
-----------------------------------------------------------------------------------------------------------------------------------
o Master Servicer                                                                                Master Servicer
-----------------------------------------------------------------------------------------------------------------------------------
o Custodian                                                                                         Custodian
-----------------------------------------------------------------------------------------------------------------------------------
o 1110(b) Originator                                                                                Depositor
-----------------------------------------------------------------------------------------------------------------------------------
o Any 1108(a)(2) Servicer (other than the Master Servicer or Trust                                  Servicer
Administrator)
-----------------------------------------------------------------------------------------------------------------------------------
o Any other party contemplated by 1100(d)(1)                                                        Depositor
-----------------------------------------------------------------------------------------------------------------------------------
                              Reg AB Item 1119:
                       Affiliations and Relationships
-----------------------------------------------------------------------------------------------------------------------------------
Whether (a) the Sponsor (Seller), Depositor or Issuing Entity is an                            Depositor as to (a)
affiliate of the following parties, and (b) to the extent known and                         Sponsor/Seller as to (a)
material, any of the following parties are affiliated with one another:
-----------------------------------------------------------------------------------------------------------------------------------
o Master Servicer                                                                                Master Servicer
-----------------------------------------------------------------------------------------------------------------------------------
o Trust Administrator                                                                          Trust Administrator
-----------------------------------------------------------------------------------------------------------------------------------
o Trustee                                                                                            Trustee
-----------------------------------------------------------------------------------------------------------------------------------
o Any other 1108(a)(3) servicer                                                                     Servicer
-----------------------------------------------------------------------------------------------------------------------------------
o Any 1110 Originator                                                                           Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------------------------
o Any 1112(b) Significant Obligor                                                               Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------------------------
o Any 1114 Credit Enhancement Provider                                                          Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------------------------
o Any 1115 Derivative Counterparty Provider                                                     Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     U-2
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                 ADDITIONAL FORM 10-K DISCLOSURE
-----------------------------------------------------------------------------------------------------------------------------------
                              Item on Form 10-K                                                 Party Responsible
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>
o Any other 1101(d)(1) material party                                                           Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------------------------
Whether there are any "outside the ordinary course business arrangements"                      Depositor as to (a)
other than would be obtained in an arm's length transaction between (a) the                 Sponsor/Seller as to (a)
Sponsor (Seller), Depositor or Issuing Entity on the one hand, and (b) any
of the following parties (or their affiliates) on the other hand, that exist
currently or within the past two years and that are material to a
Certificateholder's understanding of the Certificates:
-----------------------------------------------------------------------------------------------------------------------------------
o Master Servicer                                                                                Master Servicer
-----------------------------------------------------------------------------------------------------------------------------------
o Trust Administrator                                                                          Trust Administrator
-----------------------------------------------------------------------------------------------------------------------------------
o Trustee                                                                                            Trustee
-----------------------------------------------------------------------------------------------------------------------------------
o Any other 1108(a)(3) servicer                                                                     Servicer
-----------------------------------------------------------------------------------------------------------------------------------
o Any 1110 Originator                                                                           Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------------------------
o Any 1112(b) Significant Obligor                                                               Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------------------------
o Any 1114 Credit Enhancement Provider                                                          Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------------------------
o Any 1115 Derivative Counterparty Provider                                                     Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------------------------
o Any other 1101(d)(1) material party                                                           Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------------------------
Whether there are any specific relationships involving the transaction or                      Depositor as to (a)
the pool assets between (a) the Sponsor (Seller), Depositor or Issuing                      Sponsor/Seller as to (a)
Entity on the one hand, and (b) any of the following parties (or their
affiliates) on the other hand, that exist currently or within the past two
years and that are material:
-----------------------------------------------------------------------------------------------------------------------------------
o Master Servicer                                                                                Master Servicer
-----------------------------------------------------------------------------------------------------------------------------------
o Trust Administrator                                                                          Trust Administrator
-----------------------------------------------------------------------------------------------------------------------------------
o Trustee                                                                                            Trustee
-----------------------------------------------------------------------------------------------------------------------------------
o Any other 1108(a)(3) servicer                                                                     Servicer
-----------------------------------------------------------------------------------------------------------------------------------
o Any 1110 Originator                                                                           Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------------------------
o Any 1112(b) Significant Obligor                                                               Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------------------------
o Any 1114 Credit Enhancement Provider                                                          Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------------------------
o Any 1115 Derivative Counterparty Provider                                                     Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------------------------
o Any other 1101(d)(1) material party                                                           Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     U-3
<PAGE>

                                                     EXHIBIT V

Form 8-K Disclosure Information*

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                 FORM 8-K DISCLOSURE INFORMATION
-----------------------------------------------------------------------------------------------------------------------------------
                              Item on Form 8-K                                                  Party Responsible
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>
                      Item 1.01 - Entry into a Material                         All parties with respect to any agreement entered
                            Definitive Agreement                                               into by such party
Disclosure is required regarding entry into or amendment of any definitive
agreement that is material to the securitization, even if depositor is not a
party.
Examples:  servicing agreement, custodial agreement.
Note:  disclosure not required as to definitive agreements that are fully
disclosed in the prospectus
-----------------------------------------------------------------------------------------------------------------------------------
                        Item 1.02 - Termination of a                            All parties with respect to any agreement entered
                        Material Definitive Agreement                                          into by such party
Disclosure is required regarding termination of any definitive agreement
that is material to the securitization (other than expiration in accordance
with its terms), even if depositor is not a party.
Examples:  servicing agreement, custodial agreement.
-----------------------------------------------------------------------------------------------------------------------------------
                   Item 1.03 - Bankruptcy or Receivership
Disclosure is required regarding the bankruptcy or receivership, with
respect to any of the following:
-----------------------------------------------------------------------------------------------------------------------------------
o Sponsor (Seller)                                                                          Depositor/Sponsor (Seller
-----------------------------------------------------------------------------------------------------------------------------------
o Depositor                                                                                         Depositor
-----------------------------------------------------------------------------------------------------------------------------------
o Master Servicer                                                                                Master Servicer
-----------------------------------------------------------------------------------------------------------------------------------
o Affiliated Servicer                                                                               Servicer
-----------------------------------------------------------------------------------------------------------------------------------
o Other Servicer servicing 20% or more of the pool assets at the time of the                        Servicer
report
-----------------------------------------------------------------------------------------------------------------------------------
o Other material servicers                                                                          Servicer
-----------------------------------------------------------------------------------------------------------------------------------
o Trustee                                                                                            Trustee
-----------------------------------------------------------------------------------------------------------------------------------
o Trust Administrator                                                                          Trust Administrator
-----------------------------------------------------------------------------------------------------------------------------------
o Significant Obligor                                                                               Depositor
-----------------------------------------------------------------------------------------------------------------------------------
o Credit Enhancer (10% or more)                                                                     Depositor
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     The descriptions of the Item 1122(d) servicing criteria use key words
      and phrases and are not verbatim recitations of the servicing criteria.
      Refer to Regulation AB, Item 1122(d) for a full description of servicing
      criteria.

                                     V-1
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                 FORM 8-K DISCLOSURE INFORMATION
-----------------------------------------------------------------------------------------------------------------------------------
                              Item on Form 8-K                                                  Party Responsible
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>
o Derivative Counterparty                                                                           Depositor
-----------------------------------------------------------------------------------------------------------------------------------
o Custodian                                                                                         Custodian
-----------------------------------------------------------------------------------------------------------------------------------
Item 2.04 - Triggering Events that Accelerate or Increase a Direct Financial                        Depositor
     Obligation or an Obligation under an Off-Balance Sheet Arrangement                          Master Servicer
Includes an early amortization, performance trigger or other event,                            Trust Administrator
including event of default, that would materially alter the payment
priority/distribution of cash flows/amortization schedule.
Disclosure will be made of events other than waterfall triggers which are
disclosed in the monthly statements to the certificateholders.
-----------------------------------------------------------------------------------------------------------------------------------
                      Item 3.03 - Material Modification                            Trust Administrator/Trustee/Depositor (with
                        to Rights of Security Holders                           respect to each, only to the extent it is a party
Disclosure is required of any material modification to document defining the                 to any such documents)
rights of Certificateholders, including the Pooling and Servicing Agreement.
-----------------------------------------------------------------------------------------------------------------------------------
  Item 5.03 - Amendments of Articles of Incorporation or Bylaws; Change of                          Depositor
                                 Fiscal Year
Disclosure is required of any amendment "to the governing documents of the
issuing entity."
-----------------------------------------------------------------------------------------------------------------------------------
                      Item 6.01 - ABS Informational and                                             Depositor
                           Computational Material
-----------------------------------------------------------------------------------------------------------------------------------
                       Item 6.02 - Change of Servicer                                         Master Servicer/Trust
                           or Trust Administrator                                       Administrator/Depositor/Servicer
Requires disclosure of any removal, replacement, substitution or addition of      Trustee (as to itself or the Master Servicer)
any master servicer, affiliated servicer, other servicer servicing 10% or
more of pool assets at time of report, other material servicers or trustee.
-----------------------------------------------------------------------------------------------------------------------------------
Reg AB disclosure about any new servicer or master servicer is also required           Servicer/Master Servicer/Depositor
-----------------------------------------------------------------------------------------------------------------------------------
Reg AB disclosure about any new Trustee is also required.                                            Trustee
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     V-2
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                 FORM 8-K DISCLOSURE INFORMATION
-----------------------------------------------------------------------------------------------------------------------------------
                              Item on Form 8-K                                                  Party Responsible
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>
        Item 6.03 - Change in Credit Enhancement or External Support                      Depositor/Trust Administrator
Covers termination of any enhancement in manner other than by its terms, the
addition of an enhancement, or a material change in the enhancement
provided.  Applies to external credit enhancements as well as derivatives.
-----------------------------------------------------------------------------------------------------------------------------------
Reg AB disclosure about any new enhancement provider is also required.                              Depositor
-----------------------------------------------------------------------------------------------------------------------------------
             Item 6.04 - Failure to Make a Required Distribution                               Trust Administrator
-----------------------------------------------------------------------------------------------------------------------------------
               Item 6.05 - Securities Act Updating Disclosure                                       Depositor
If any material pool characteristic differs by 5% or more at the time of
issuance of the securities from the description in the final prospectus,
provide updated Reg AB disclosure about the actual asset pool.
-----------------------------------------------------------------------------------------------------------------------------------
If there are any new servicers or originators required to be disclosed under                        Depositor
Regulation AB as a result of the foregoing, provide the information called
for in Items 1108 and 1110 respectively.
-----------------------------------------------------------------------------------------------------------------------------------
                        Item 7.01 - Reg FD Disclosure                           All parties as to material nonpublic information
                                                                                             disclosed by such party
-----------------------------------------------------------------------------------------------------------------------------------
                          Item 8.01 - Other Events                                                  Depositor
Any event, with respect to which information is not otherwise called for in
Form 8-K, that the registrant deems of importance to certificateholders.
-----------------------------------------------------------------------------------------------------------------------------------
                Item 9.01 - Financial Statements and Exhibits                    Responsible party for reporting/disclosing the
                                                                                         financial statement or exhibit
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     V-3
<PAGE>

                                   EXHIBIT W

                                  [RESERVED]




                                     W-1
<PAGE>

                                                     EXHIBIT X

Assessments of Compliance and Attestation Reports Servicing Criteria*

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                       Reg. AB Item 1122(d) Servicing Criteria                                    Wells Fargo Bank, N.A.
-----------------------------------------------------------------------------------------------------------------------------------
         <S>                                                                                  <C>
         General Servicing Considerations
-----------------------------------------------------------------------------------------------------------------------------------
         monitoring performance or other trigger and events of default                                      X
-----------------------------------------------------------------------------------------------------------------------------------
         monitoring performance of vendors of activities outsourced                                         X
-----------------------------------------------------------------------------------------------------------------------------------
         maintenance of back-up servicer for pool assets
-----------------------------------------------------------------------------------------------------------------------------------
         fidelity bond and E&O policies in effect                                                           X
-----------------------------------------------------------------------------------------------------------------------------------
         Cash Collection and Administration
-----------------------------------------------------------------------------------------------------------------------------------
         timing of deposits to custodial account                                                            X
-----------------------------------------------------------------------------------------------------------------------------------
         wire transfers to investors by authorized personnel                                                X
-----------------------------------------------------------------------------------------------------------------------------------
         advances or guarantees made, reviewed and approved as required                                     X
-----------------------------------------------------------------------------------------------------------------------------------
         accounts maintained as required                                                                    X
-----------------------------------------------------------------------------------------------------------------------------------
         accounts at federally insured depository institutions                                              X
-----------------------------------------------------------------------------------------------------------------------------------
         unissued checks safeguarded                                                                        X
-----------------------------------------------------------------------------------------------------------------------------------
         monthly reconciliations of accounts                                                                X
-----------------------------------------------------------------------------------------------------------------------------------
         Investor Remittances and Reporting
-----------------------------------------------------------------------------------------------------------------------------------
         investor reports                                                                                   X
-----------------------------------------------------------------------------------------------------------------------------------
         remittances                                                                                        X
-----------------------------------------------------------------------------------------------------------------------------------
         proper posting of distributions                                                                    X
-----------------------------------------------------------------------------------------------------------------------------------
         reconciliation of remittances and payment statements                                               X
-----------------------------------------------------------------------------------------------------------------------------------
         Pool Asset Administration
-----------------------------------------------------------------------------------------------------------------------------------
         maintenance of pool collateral                                                                     X
-----------------------------------------------------------------------------------------------------------------------------------
         safeguarding of pool assets/documents                                                              X
-----------------------------------------------------------------------------------------------------------------------------------
         additions, removals and substitutions of pool assets
-----------------------------------------------------------------------------------------------------------------------------------
         posting and allocation of pool asset payments to pool assets
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     The descriptions of the Item 1122(d) servicing criteria use key words
      and phrases and are not verbatim recitations of the servicing criteria.
      Refer to Regulation AB, Item 1122(d) for a full description of servicing
      criteria.



                                     X-1
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                       Reg. AB Item 1122(d) Servicing Criteria                                    Wells Fargo Bank, N.A.
-----------------------------------------------------------------------------------------------------------------------------------
         <S>                                                                                  <C>
         reconciliation of servicer records
-----------------------------------------------------------------------------------------------------------------------------------
         modifications or other changes to terms of pool assets
-----------------------------------------------------------------------------------------------------------------------------------
         loss mitigation and recovery actions
-----------------------------------------------------------------------------------------------------------------------------------
         records regarding collection efforts
-----------------------------------------------------------------------------------------------------------------------------------
         adjustments to variable interest rates on pool assets
-----------------------------------------------------------------------------------------------------------------------------------
         matters relating to funds held in trust for obligors
-----------------------------------------------------------------------------------------------------------------------------------
         payments made on behalf of obligors (such as for taxes or insurance)
-----------------------------------------------------------------------------------------------------------------------------------
         late payment penalties with respect to payments made on behalf of obligors
-----------------------------------------------------------------------------------------------------------------------------------
         records with respect to payments made on behalf of obligors
-----------------------------------------------------------------------------------------------------------------------------------
         recognition and recording of delinquencies, charge-offs and uncollectible                          X
         accounts
-----------------------------------------------------------------------------------------------------------------------------------
         maintenance of external credit enhancement or other support
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     X-2
<PAGE>

Assessments of Compliance and Attestation Reports Servicing Criteria*

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                             Custodian/
                                                                                                            Paying Agent/
                                                                                                           Master Servicer/
           Reg. AB Item 1122(d) Servicing Criteria                  Servicer          Trustee            Trust Administrator
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>               <C>               <C>
               General Servicing Considerations
-----------------------------------------------------------------------------------------------------------------------------------
         monitoring performance or other triggers and events           X                                          X
              of default
-----------------------------------------------------------------------------------------------------------------------------------
         monitoring performance of vendors of activities               X                                          X
              outsourced
-----------------------------------------------------------------------------------------------------------------------------------
         maintenance of back-up servicer for pool assets               X
-----------------------------------------------------------------------------------------------------------------------------------
         fidelity bond and E&O policies in effect                      X                                          X
-----------------------------------------------------------------------------------------------------------------------------------
              Cash Collection and Administration
-----------------------------------------------------------------------------------------------------------------------------------
         timing of deposits to custodial account                       X                                          X
-----------------------------------------------------------------------------------------------------------------------------------
         wire transfers to investors by authorized personnel           X                                          X
-----------------------------------------------------------------------------------------------------------------------------------
         advances or guarantees made, reviewed and approved            X                                          X
              as required
-----------------------------------------------------------------------------------------------------------------------------------
         accounts maintained as required                               X                                          X
-----------------------------------------------------------------------------------------------------------------------------------
         accounts at federally insured depository institutions         X                                          X
-----------------------------------------------------------------------------------------------------------------------------------
         unissued checks safeguarded                                   X                                          X
-----------------------------------------------------------------------------------------------------------------------------------
         monthly reconciliations of accounts                           X                                          X
-----------------------------------------------------------------------------------------------------------------------------------
              Investor Remittances and Reporting
-----------------------------------------------------------------------------------------------------------------------------------
         investor reports                                              X                                          X
-----------------------------------------------------------------------------------------------------------------------------------
         remittances                                                   X                                          X
-----------------------------------------------------------------------------------------------------------------------------------
         proper posting of distributions                               X                                          X
-----------------------------------------------------------------------------------------------------------------------------------
         reconciliation of remittances and payment statements          X                                          X
-----------------------------------------------------------------------------------------------------------------------------------
                  Pool Asset Administration
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     The descriptions of the Item 1122(d) servicing criteria use key words
      and phrases and are not verbatim recitations of the servicing criteria.
      Refer to Regulation AB, Item 1122(d) for a full description of servicing
      criteria.

                                     X-3
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                             Custodian/
                                                                                                            Paying Agent/
                                                                                                           Master Servicer/
           Reg. AB Item 1122(d) Servicing Criteria                  Servicer          Trustee            Trust Administrator
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>               <C>               <C>
         maintenance of pool collateral                                X                                          X
-----------------------------------------------------------------------------------------------------------------------------------
         safeguarding of pool assets/documents                         X                                          X
-----------------------------------------------------------------------------------------------------------------------------------
         additions, removals and substitutions of pool assets          X
-----------------------------------------------------------------------------------------------------------------------------------
         posting and allocation of pool asset payments to              X
              pool assets
-----------------------------------------------------------------------------------------------------------------------------------
         reconciliation of servicer records                            X
-----------------------------------------------------------------------------------------------------------------------------------
         modifications or other changes to terms of pool               X
              assets
-----------------------------------------------------------------------------------------------------------------------------------
         loss mitigation and recovery actions                          X
-----------------------------------------------------------------------------------------------------------------------------------
         records regarding collection efforts                          X
-----------------------------------------------------------------------------------------------------------------------------------
         adjustments to variable interest rates on pool assets         X
-----------------------------------------------------------------------------------------------------------------------------------
         matters relating to funds held in trust for obligors          X
-----------------------------------------------------------------------------------------------------------------------------------
         payments made on behalf of obligors (such as for              X
              taxes or insurance)
-----------------------------------------------------------------------------------------------------------------------------------
         late payment penalties with respect to payments made          X
              on behalf of obligors
-----------------------------------------------------------------------------------------------------------------------------------
         records with respect to payments made on behalf of            X
              obligors
-----------------------------------------------------------------------------------------------------------------------------------
         recognition and recording of delinquencies,                   X                                          X
              charge-offs and uncollectible accounts
-----------------------------------------------------------------------------------------------------------------------------------
         maintenance of external credit enhancement or other
              support
--------------------------------------------------------------- ----------------- ----------------- -------------------------------
</TABLE>





                                     X-4